Result of Secondary Placing

InvestAcc Group Limited

09 October 2026

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 (AS FURTHER AMENDED, VARIED OR SUBSTITUTED FROM TIME TO TIME AS A MATTER OF UK LAW). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA THE REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

LEI: 2549008KZ7HM27V4O637
9 October 2026

InvestAcc Group Limited

Result of Secondary Placing

InvestAcc Group Limited ("InvestAcc", the "Company" or, together with its subsidiaries, the "Group"), a leading UK specialist pensions administrator, announces the results of the placing of ordinary shares of the Company (“Ordinary Shares”) announced yesterday (the "Placing").

Nick Gardner has sold 6,150,911 Ordinary Shares (the "Placing Shares") at a price of 170 pence per share (the "Placing Price"), raising gross proceeds of £10,456,549.

Panmure Liberum acted as Sole Bookrunner and Broker in connection with the Placing.

The Placing was oversubscribed, attracting strong demand from both new and existing institutional investors and broadening the Company's shareholder base. The Placing Shares represent, in aggregate, approximately 12.5% of the Company's issued share capital.

As part of the Placing, Mark Hodges, Will Self, Giovanni Castagno, Helen Copinger-Symes and Martin Potkins, directors of the Company (together, the "Participating Directors") acquired, in aggregate, 68,290 Ordinary Shares at the Placing Price, representing an aggregate purchase of approximately £0.12 million (the "Directors' Participation").

The notifications below, made in accordance with the requirements of the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 and as modified by or under the European Union (Withdrawal) Act 2018 or other domestic law, provide further detail regarding the sale of Mr Gardner’s Placing Shares and the participation of the Participating Directors in the Placing.

Following completion of the Placing, Mr Gardner will no longer be a shareholder in the Company.

The Company is not issuing any new shares in connection with the Placing and will not receive any proceeds from it.

As announced yesterday, the Placing was conducted in connection with the proposed disposal of Vesta Wealth Limited (“Vesta”) and InvestAcc Limited (“IAL”) to Edengate Wealth Group Limited ("Edengate"), a company owned by Mr Gardner. The transaction will enable Vesta and IAL to continue under Mr Gardner's leadership, providing continuity for customers and employees while delivering value for shareholders. Completion of the disposals remains conditional upon receipt of change of control approval from the Financial Conduct Authority which is expected by early 2027.

Mark Hodges, Executive Chairman of InvestAcc, commented:

“This disposal demonstrates our focus on the specialist pensions administration sector. With this transaction, InvestAcc is well positioned to execute its strategy, invest in organic growth and pursue selective acquisition opportunities in our core market. We are pleased to have found a strong long-term owner in Edengate and Nick Gardner. I am also pleased that the secondary sale of shares brings additional liquidity to the Company shares and I am grateful for the support of existing investors and delighted to welcome a number of new high profile institutional investors to the Company’s register of shareholders."

Company Secretary: + 44 (0) 207 004 2700
Antoinette Vanderpuije

Camarco (PR Adviser): + 44 (0) 203 757 4980
Ed Gascoigne-Pees / Phoebe Pugh

KK Advisory (IR Adviser): + 44 (0) 207 039 1901
Kam Bansil

Panmure Liberum Limited (Corporate Broker): + 44 (0) 203 100 2000
Chris Clarke / Ed Thomas / Piers Shimwell

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Giovanni Castagno
2	Reason for the notification
a)	Position/status	Non-Executive Director
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	InvestAcc Group Limited
b)	LEI	2549008KZ7HM27V4O637
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of no par value VGG5877D1033
b)	Nature of the transaction	Purchase of shares
c)	Price(s) and volume(s)	Price Volume £1.70 10,117
d)	Aggregated information — Aggregated volume — Price	n/a
e)	Date of the transaction	9 October 2026
f)	Place of the transaction	London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Helen Copinger-Symes
2	Reason for the notification
a)	Position/status	Non-Executive Director
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	InvestAcc Group Limited
b)	LEI	2549008KZ7HM27V4O637
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of no par value VGG5877D1033
b)	Nature of the transaction	Purchase of shares
c)	Price(s) and volume(s)	Price Volume £1.70 10,117
d)	Aggregated information — Aggregated volume — Price	n/a
e)	Date of the transaction	9 October 2026
f)	Place of the transaction	London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Nicholas Gardner
2	Reason for the notification
a)	Position/status	Person discharging managerial responsibilities
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	InvestAcc Group Limited
b)	LEI	2549008KZ7HM27V4O637
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of no par value VGG5877D1033
b)	Nature of the transaction	Sale of shares
c)	Price(s) and volume(s)	Price Volume £1.70 6,150,911
d)	Aggregated information — Aggregated volume — Price	n/a
e)	Date of the transaction	9 October 2026
f)	Place of the transaction	London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Mark Hodges
2	Reason for the notification
a)	Position/status	Chairman
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	InvestAcc Group Limited
b)	LEI	2549008KZ7HM27V4O637
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of no par value VGG5877D1033
b)	Nature of the transaction	Purchase of shares
c)	Price(s) and volume(s)	Price Volume £1.70 10,117
d)	Aggregated information — Aggregated volume — Price	n/a
e)	Date of the transaction	9 October 2026
f)	Place of the transaction	London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Martin Potkins
2	Reason for the notification
a)	Position/status	Non-Executive Director
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	InvestAcc Group Limited
b)	LEI	2549008KZ7HM27V4O637
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of no par value VGG5877D1033
b)	Nature of the transaction	Purchase of shares
c)	Price(s) and volume(s)	Price Volume £1.70 25,293
d)	Aggregated information — Aggregated volume — Price	n/a
e)	Date of the transaction	9 October 2026
f)	Place of the transaction	London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Will Self
2	Reason for the notification
a)	Position/status	Chief Executive Officer
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	InvestAcc Group Limited
b)	LEI	2549008KZ7HM27V4O637
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of no par value VGG5877D1033
b)	Nature of the transaction	Purchase of shares
c)	Price(s) and volume(s)	Price Volume £1.70 12,646
d)	Aggregated information — Aggregated volume — Price	n/a
e)	Date of the transaction	9 October 2026
f)	Place of the transaction	London Stock Exchange (XLON)

IMPORTANT NOTICE

Members of the public are not eligible to take part in the Placing. This announcement is for information purposes only and is directed only at: (a) persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(e) of regulation (EU) 2017/1129 (the "Prospectus Regulation") ("Qualified Investors") and (b) in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of “Investment Professionals" in Article 19(5) of the Financial Services And Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2) of the order and (ii) are "Qualified Investors" as defined in the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (each a "Relevant Person"). No other person should act or rely on this announcement and persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. The announcement does not itself constitute an offer for sale of any securities.

This announcement is not for publication or distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, South Africa, Japan, any member state of the European Economic Area or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken that would permit an offering of the Placing Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or purchase whatsoever in any jurisdiction and shall not constitute or form part of an offer to sell or the solicitation of an offer to buy any securities in the United States or in any other jurisdiction.

The Placing Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any State or other jurisdiction of the United States, and may not be offered, sold, or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any State or any other jurisdiction of the United States. No public offering of the Placing Shares will be made in the United States or elsewhere.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, and State securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

Panmure Liberum is authorised and regulated by the Financial Conduct Authority. Panmure Liberum is acting for Nick Gardner (“Selling Shareholder”) only in connection with the Placing and no one else, and will not be responsible to anyone other than the Selling Shareholder for providing the protections offered to clients of Panmure Liberum nor for providing advice in relation to the Placing Shares or the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.

Certain statements in this announcement are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Readers should not place any undue reliance on forward-looking statement which speak only as at the date of this announcement. Statements contained in this announcement regarding past trends or events should not be taken as representation that such trends or events will continue in the future.

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