Increase of Retail Offer

Likewise Group PLC

04 August 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF LIKEWISE GROUP PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY BY SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF LIKEWISE GROUP PLC.

CAPITALISED TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE COMPANY'S ANNOUNCEMENT RELEASED AT 6:01 P.M. ON 28 JULY 2026.

4 August 2026

Likewise Group plc

("Likewise", the "Company" or the "Group")

Increase of Retail Offer to raise up to £4.0 million

Likewise Group plc (AIM:LIKE), the fast-growing and progressive flooring distributor in the UK, is pleased to announce that, further to the launch of Retail Offer announcement made on 29 July 2026 at 1:00 p.m. (the "Retail Offer Announcement") regarding a retail offer via BookBuild (the "Retail Offer"), the Retail Offer is significantly oversubscribed and therefore the Company is increasing the Retail Offer, which is available to existing retail shareholders, by up to £2.0 million to raise gross proceeds of up to £4.0 million at a price of 28.5 pence per New Ordinary Share.

The proceeds of the Retail Offer will be utilised in the same way as the proceeds of the Placing and Subscription as announced at 6:01 p.m. on 28 July 2026.

The Retail Offer is open to eligible investors in the United Kingdom and is expected to close at 4.30 p.m. today, 4 August 2026. Investors should note that Intermediaries may have earlier closing times. For further information in relation to the Retail Offer, please refer to the Retail Offer Announcement.

The Retail Offer Announcement set out the terms of the Retail Offer, including that up to £2.0 million of Securities would be made available. In accordance with the Retail Offer Terms and Conditions, the Company has exercised its discretion to allot additional securities under the Retail Offer to up to £4.0 million. The Company has taken this decision in light of the strong demand received in the Placing and Subscription and now subsequently received under the Retail Offer to enable a greater number of retail investors to participate and to reduce the level of scale back that would otherwise be required.

As set out in the Retail Offer Announcement, investors were originally advised that applications, once made and accepted via an intermediary, could not be withdrawn. Following the increase in the size of the Retail Offer, the Company confirms that investors who have already submitted applications may amend or withdraw their applications through their intermediary prior to the closing of the Retail Offer.

The Company requires additional share allotment authorities to allot the Conditional Placing Shares, Conditional Subscription Shares and the Retail Offer Shares. Such authorities are set out in resolutions 1 and 3 in the Notice of General Meeting.  The authorities contained in resolutions 1 and 3 are insufficient to enable to Company to allot the additional Retail Offer Shares pursuant to the upsized Retail Offer (the "Additional Retail Offer Shares").  Accordingly, the Company proposes to allot and issue the Additional Retail Offer Shares pursuant to the new general authorities under resolutions 2 and 4 in the Notice of General Meeting, if approved by shareholders at the General Meeting.  As such, the resolutions that shareholders are being asked to vote on at the General Meeting will not change and accordingly, the Retail Offer (comprising both the Retail Offer Shares and the Additional Retail Offer Shares) is conditional, inter alia, on the passing of resolutions 1 to 4 at the general meeting of the Company to be held at 10:00 a.m. on 14 August 2026 at Unit 4 Radial Park, Radial Way, Birmingham Business Park, Solihull, Birmingham B37 7WN. Admission of the Retail Offer Shares and the Additional Retail Offer Shares pursuant to the Retail Offer is expected to take place on or around 8:00 a.m. on 17 August 2026.

For the avoidance of doubt, the Retail Offer is not part of the Placing or Subscription and completion of the Placing and/or Subscription is not conditional on the completion of the Retail Offer. Full details of the Fundraising, including the background to and reasons for the Placing, Subscription and Retail Offer is included in the separate announcement released by the Company at 6:01 p.m. on 28 July 2026.

For further information, please contact:
Likewise Group plc Tony Brewer, Chief Executive	Tel: [phone]
Zeus (Nominated Adviser, Broker and Joint Bookrunner) Jordan Warburton / James Edis (Investment Banking) Dominic King / Fraser Marshall (Corporate Broking)	Tel: [phone]

Further information on the Company can be found on its website at: www.likewiseplc.com

The Company's LEI is 2138007L822RL2CXMV34.

This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.

Important Notices

The Retail Offer is only open to investors in the United Kingdom who fall within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes an existing member of the Company).

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

The Retail Offer Shares and the Additional Retail Offer Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States or to or for the account or benefit of any US person (within the meaning of Regulation S under the US Securities Act) (a "US Person"). No public offering of the Retail Offer Shares or the Additional Retail Offer Shares is being made in the United States. The Retail Offer Shares and the Additional Retail Offer Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the US Securities Act. In addition, the Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Retail Offer Shares or Additional Retail Offer Shares in the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any 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.

Zeus Capital Limited ("Zeus") is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the Retail Offer, Admission and the other arrangements referred to in this announcement.

The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. Each of the Company and Zeus expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Conduct Authority, the London Stock Exchange or applicable law.

The information in this announcement is for background purposes only and does not purport to be full or complete. None of Zeus Capital Limited or any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. None of the Zeus Capital Limited or any of its affiliates, accordingly disclaims all and any liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.

Any indication in this announcement of the price at which the Ordinary Share have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. The Retail Offer Shares and the Additional Retail Offer Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Retail Offer Shares and the Additional Retail Offer Shares have been subject to a product approval process, which has determined that the Retail Offer Shares and the Additional Retail Offer Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Retail Offer Shares and the Additional Retail Offer Shares may decline and investors could lose all or part of their investment; the Retail Offer Shares and the Additional Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the Retail Offer Shares or the Additional Retail Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Retail Offer Shares and the Additional Retail Offer Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Retail Offer Shares and the Additional Retail Offer Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Retail Offer Shares and the Additional Retail Offer Shares have been subject to a product approval process, which has determined that the Retail Offer Shares and the Additional Retail Offer Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Retail Offer Shares and the Additional Retail Offer Shares may decline and investors could lose all or part of their investment; the Retail Offer Shares and the Additional Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the Retail Offer Shares and the Additional Retail Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.

For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Retail Offer Shares and the Additional Retail Offer Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Retail Offer Shares and the Additional Retail Offer Shares and determining appropriate distribution channels.

 

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