Placing and Issue of Convertible Loan Notes

Maintel Holdings PLC

13 May 2026

 

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13 May 2026

Maintel Holdings Plc

("Maintel" or the "Company")

Fundraising of up to £6 million, comprising a Conditional Placing of £3 million, a Retail Offer of up to £1 million & the issue of Convertible Loan Notes of £2 million
and notice of General Meeting

Maintel Holdings Plc, a leading provider of cloud communications, connectivity and security managed services,  today announces that it has conditionally raised approximately, in aggregate, £5 million (before expenses) through a placing of New Ordinary Shares ("Placing") at the issue price of 80 pence per Ordinary Share (the "Issue Price") and the issue of convertible loan notes ("Convertible Loan Notes").

In addition to the Placing and the issue of the Convertible Loan Notes, the Company is proposing to raise up to an additional £1 million (before expenses) by way of a separate retail offer via the the Bookbuild Platform (the "Retail Offer") at the Issue Price (the "Retail Offer Shares"), to provide other existing Shareholders in the Company with an opportunity to participate in the Fundraising.  A separate announcement will be made shortly regarding the Retail Offer and its terms and conditions. The Retail Offer is expected to close at 1 p.m. on 29 May 2026.

The Issue Price equates to a discount of 33.3 per cent. to the closing middle market price of 120 pence per Ordinary Share on 12 May 2026 (being the last business day prior to this Announcement).

The Placing, the Retail Offer and the issue of Convertible Loan Notes, and are conditional on, inter alia:

·      (i) the entry by the Company into a new facility agreement, or (ii) the refinancing of the Company's existing facilities agreement, in either case with one or more third party lenders which, on terms which, when combined with the cash raised pursuant to the Fundraising, are acceptable to the relevant third party lender(s) (the Refinancing) and such Refinancing having become unconditional (save for any condition requiring Admission to have occurred); and

·      the passing of the Fundraising Resolutions by Shareholders at the General Meeting, notice of which is set out at the end of this document. It is expected that Admission will occur no later than 8.00 a.m. on 2 June 2026 (or such later date as may be agreed by the Company and Cavendish), but in any event not later than the Admission Long Stop Date.

The net proceeds from the Fundraising will be used to strengthen the Company's balance sheet and provide sustainable working capital resourcing to support delivery of newly signed projects, enhance tendering capability, improve procurement terms and payment performance, and enable the full roll‑out of the Company's Transformation programme. Further details of the proposed use of proceeds are set out in the Circular (as defined below).

Transaction Details

·      Placing of 3,750,000 New Ordinary Shares at the Issue Price with existing investors to raise approximately £3 million (before expenses);

·      Issue of Convertible Loan Notes to raise approximately £2 million (before expenses); and

·      The issue of up 1,250,000 New Ordinary Shares via a Retail Offer at the Issue Price to raise up to an additional £1 million (before expenses).

The Placing is being undertaken by Cavendish Capital Markets Limited ("Cavendish").

The Company will shortly be publishing and despatching a Notice of General Meeting and an accompanying circular (the "Circular") containing further details of the Fundraising and the notice of the General Meeting to be held at 11.00 a.m. on 1 June 2026 to, inter alia, approve the resolutions required to implement the Fundraising. Set out below in Appendix 1 is an adapted extract from the Circular which will be posted to Shareholders today. Following its publication, the Circular will be available on the Group's website at https://maintel.co.uk/. Defined terms in this announcement are set out at the end of the announcement.

The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under UK MAR. Upon the publication of this Announcement via Regulatory Information Service, this inside information is now considered to be in the public domain. The person responsible for arranging for the release of this Announcement is Gab Pirona.

For further information please contact:

Maintel Holdings PLC	Tel: [phone]
Dan Davies, Chief Executive Officer Gab Pirona, Chief Financial Officer
Cavendish (Nomad and Broker)	Tel: [phone]
Jonny Franklin-Adams / Seamus Fricker / Andrea Callaghan (Corporate Finance) Sunila de Silva (Corporate Broking)
Hudson Sandler (Financial PR)	Tel: [phone]
Wendy Baker / Nick Moore	[e-mail]

Notes to editors

Maintel Holdings Plc ("Maintel") is a leading provider of cloud communications, networking and security managed services to the UK public and private sectors. Its services aim to help its clients operate at the highest level by designing, implementing, innovating and managing their vital digital communication solutions, with a focus across three strategic pillars:

·      Unified Communications and Collaboration - Making customers' people more effective, efficient, and collaborative with UC&C technology. The core focus of this pillar is the high growth Unified Communications as a Service (UCaaS) market segment.

·      Customer Experience - Helping customers to acquire, delight and retain their customers using customer experience technology. The core focus of this pillar is the high growth Contact Centre as a Service (CCaaS) market segment.

·      Security & Connectivity - Securely connecting customers' people, partners and guests to their cloud platforms, applications, and data with secure connectivity, and protecting their business from cyber threat. The core focus of this pillar is the high growth Software Defined Wide Area Networking (SD-WAN), Security Service Edge (SSE) and Cyber Managed Service market segments.

Maintel combines technology from its strategic, global technology vendor and carrier partners, with its own Intellectual Property, deployed from and managed by its own platforms, to provide seamless solutions that its customers can consume without the need for the internal skillset required to deploy and manage the technology themselves.

Maintel serves the whole market, with a particular focus on key verticals of Financial Services, Retail, Public Healthcare, Local Government, Higher Education, Social Housing and Utilities. Its core market constitutes organisations with between 250 and 10,000 employees in the private, public and not-for-profit sectors with headquarters in the UK.

The Company was founded in 1991, and it listed on London's AIM market in 2004 (AIM: MAI).

1.   INTRODUCTION

On 13 May 2026, the Company announced that it had conditionally raised approximately, in aggregate, £5 million (before expenses) by way of a placing of New Ordinary Shares at the price of 80 pence per New Ordinary Share and the issue of the Convertible Loan Notes.

In addition to the Placing and the issue of the Convertible Loan Notes, it is proposed that there will be a separate retail offer via the Bookbuild Platform to raise up to a further £1,000,000 (before expenses) at the Issue Price, to provide other existing Shareholders in the Company with an opportunity to participate in the Fundraising. A separate announcement was made by the Company regarding the Retail Offer and its terms.

Those investors who subscribe for Retail Offer Shares pursuant to the Retail Offer will do so pursuant to the terms and conditions of the Retail Offer contained in the announcement of 13 May 2026. The net proceeds of the Fundraising will be used to strengthen the Company's balance sheet and provide sustainable working capital resourcing for the Group to enable the Company to deliver its Transformation programme.

The Issue Price represents a discount of approximately 33.3 per cent. to the closing mid-market price of an Ordinary Share of 120 pence on 12 May 2026, being the latest practicable date prior to the announcement of the Fundraising.

The Placing, the Retail Offer and the issue of Convertible Loan Notes, and are conditional on, inter alia:

●        (i) the entry by the Company into a new facility agreement, or (ii) the refinancing or renegotiation of the Company's existing facilities agreement, in either case with one or more third party lenders which, on terms which, when combined with the cash raised pursuant to the Fundraising, are acceptable to the relevant third party lender(s) (the "Refinancing") and such Refinancing having become unconditional (save for any condition requiring Admission to have occurred); and

●        the passing of the Fundraising Resolutions by Shareholders at the General Meeting, notice of which is set out at the end of this document. It is expected that Admission will occur no later than 8.00 a.m. on 1 June 2026 (or such later date as may be agreed by the Company and Cavendish), but in any event not later than the Admission Long Stop Date.

The purpose of this document is to provide you with information regarding the Fundraising, to explain why the Board considers the Fundraising to be in the best interests of the Company and its Shareholders as a whole and why it unanimously recommends that you should vote in favour of the Resolutions to be proposed at the General Meeting, notice of which is set out at the end of this document.

At the General Meeting, in order to provide the Company with flexibility in respect of any future capital raises, the Directors have also determined to propose the General Authority Resolutions, to permit the Directors to allot new Ordinary Shares representing up to 5 per cent. of the Company's Existing Ordinary Share Capital and to disapply the statutory pre-emption rights in connection with any such allotment. The Fundraising is not conditional on the passing of the General Authority Resolutions.

2.   BACKGROUND TO AND REASONS FOR THE FUNDRAISING

As part of ongoing efforts to reduce the burden of the debt structure on the Company, strengthen the balance sheet, and give the Company more flexibility around its covenants, the Company is in the process of undergoing the Refinancing. This is a key final part of the three-year Transformation programme started in 2023.

During the course of discussions with potential lenders, it was identified that the Company requires additional liquidity to satisfy near-term working capital requirements. While the Company had sought to refinance its existing facilities on a basis that would provide a total financing package of approximately £27 million, prospective lenders were unwilling to provide a sufficiently large financing package on terms that the Board considered to be commercially acceptable. The Company is therefore seeking to raise approximately £5 million before expenses to facilitate the completion of the Refinancing and therefore the Board has approached several of the Company's largest shareholders for a funding solution that could be implemented alongside, and conditional upon, the Refinancing.

Certain of the Company's shareholders have agreed to provide funding of approximately £5 million through a blend of equity financing, pursuant to the Placing, and debt in the form of the Convertible Loan Notes. The terms of the Placing and the Convertible Loan Notes are set out in paragraph 4 of this document.

The Board believes that the Fundraising, together with the Refinancing, represents the most appropriate and achievable solution to address the Company's near-term working capital requirements and improve its overall financial position, giving the Company the flexibility to execute on its ongoing Transformation programme. With a business model based on a negative working capital structure, the Company has been managing through variable growth cycles with a long-term trade creditor stretch going back many years, which inhibits its ability to trade fluidly, continually degrades key supplier relationships and represents a significant risk to both short-term working capital management and delivery of the financial plan. Without the additional funding proposed to be raised pursuant to the Fundraising, the Board anticipates that the Company would face liquidity pressures that would represent an unacceptable risk and therefore must be addressed.

The Board is conscious about the dilutive impact of the Fundraising and has therefore raised what they believe to be the minimum amount required for short term working capital needs of the Company. As such, the Company will need to continue to manage its working capital carefully following the Transaction and there can be no guarantee that the Company will not have to raise additional finance.

The Board therefore strongly recommends that Shareholders vote in favour of the Fundraising Resolutions, which are required to approve the Fundraising.

Current Trading and Outlook

The Company issued a trading update on 22 January 2026 which noted that the full year results for the financial year ended 31 December 2025 will be in line with consensus, with total revenue expected to be

£92.2 million and Adjusted EBITDA expected to be £7.2 million.

Performance last year was underpinned by continued strength in Private Sector enterprise customers, particularly within Retail and Financial Services, offset by more competitive conditions and slightly subdued demand in the Public Sector.

The Group recorded its strongest sales pipeline for many years, signing approximately £50.0 million of new business Total Contract Value ("TCV") during the year, across both new and existing customers, with typical contract durations of three to five years. Cash generation was in line with revenue performance, with net debt as at 31 December 2025 of £18.3 million.

The Group continues to make good progress with its Transformation programme. It has deepened its proposition across key industry verticals, continued to deliver cost efficiencies, has extended its strategic vendor partnerships and made progress on the deployment of automation and AI-enabled solutions.

Looking ahead, the Group remains focused on its purpose of using technology to create customer experiences, services and workplaces that inspire and empower people and on realising its growth potential.

In the first quarter of 2026 the Group has continued to trade in line with market expectations. The sales performance has gathered strong momentum with recorded bookings in the quarter being substantially above target, particularly in the public sector where a multi-year infrastructure and managed service contract has been signed with a new healthcare provider, and an existing housing association client significantly extended the scope of the initial contract.

Margins in the period reflected the delivery of the lower profitability part of the projects won at the end of 2025 and the start of 2026, with the higher margin professional services and recurring elements expected to be delivered later in this financial year.

Changes to the Board

The Company also announced on 13 May 2026 its current intention for John Alexander Spens to join the Board following the Company's upcoming AGM. The appointment to of John Alexander Spens to the Board will be subject to customary due diligence and the Company will make further announcements as appropriate.

3.   USE OF PROCEEDS

The net proceeds of the Fundraising amounting to approximately £5.6 million (assuming full take up of the Retail Offer) will be used in the following proportion for the following activities:

●        approximately 33 per cent. of the net proceeds will be used to strengthen the Company's balance sheet providing contingency against short term liquidity variances linked to the delivery of newly signed projects, allowing further headroom in meeting financial criteria required in public sector tenders, and accelerating the review of its operating model; and

●        approximately 67 per cent. of the net proceeds will be used to provide sustainable working capital resourcing for the Group, enabling the further diversification of the Company's procurement strategy, achieving better terms with suppliers and improving the reported payment performance in preparation of the full application of the newly adopted Procurement Act.

As an overall outcome, the combined benefit of the funding will facilitate the full roll-out of the Company's strategy and the timely and successful delivery of its Transformation programme.

4.   DETAILS OF THE FUNDRAISING

The Placing

The Company is proposing to raise approximately £3 million before expenses by the issue of the Placing Shares at the Issue Price to certain Shareholders, subject to the Admission Conditions.

The issue of the Placing Shares is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

Cavendish's obligations under the Placing Agreement in respect of the Placing Shares are conditional, inter alia, on the following Admission Conditions:

(i)      the Refinancing having become unconditional (save for any condition requiring Admission to have occurred);

(ii)     the passing of Fundraising Resolutions at the General Meeting;

(iii)     all the conditions in the Placing Agreement relating to the placing of the Placing Shares having been fulfilled (or, where applicable, waived);

(iv)     the Placing Shares having been unconditionally allotted and issued by the Company before 8.00 a.m. on the date of Admission;

(v)     Admission taking place not later than 8.00 a.m. on 2 June (or such later date as Cavendish may agree as the date for Admission but in any event not later than 8.00 a.m. on the Admission Long Stop Date);

(vi)     the Company having confirmed to Cavendish that, prior to the delivery of such confirmation, none of the warranties of the Company contained in the Placing Agreement was breached, untrue or inaccurate on and as at the date of the Placing Agreement or would be breached, untrue or inaccurate immediately prior to Admission when repeated at that time, by reference to the facts and circumstances then subsisting; and

(vii)    the Company having complied with or performed its obligations under the Placing Agreement to the extent that the same fall to be performed prior to Admission.

If the Admission Conditions are not satisfied by the Admission Long Stop Date, the Placing and the Retail Offer will not complete, and no funds will be raised pursuant to the Fundraising.

Under the terms of the Placing Agreement, Cavendish, as agent for the Company has agreed to use its reasonable endeavours to procure subscribers for the Placing Shares and to co-ordinate the offering of the Retail Offer Shares on the BookBuild Platform, in each case at the Issue Price. The Placing and the Retail Offer are not underwritten.

The Placing Agreement contains customary warranties given by the Company in favour of Cavendish in relation to, amongst other things, the accuracy of the information in this document and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Cavendish (and its affiliates) in relation to certain liabilities which they may incur in respect of the Placing and Retail Offer.

Cavendish has the right to terminate the Placing Agreement in certain limited circumstances prior to the Admission, in particular, in the event of breach of the warranties, the occurrence of a material adverse change in circumstances material to the Fundraising, or if the Placing Agreement does not become unconditional.

The Placing Shares will be allotted and credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or after the date on which they are issued.

The Retail Offer

The Company values its existing retail shareholder base and believes that it is appropriate to provide its eligible existing retail shareholders in the United Kingdom with the opportunity to participate in the Retail Offer.

To enable such Shareholders that are not able to participate in the Placing an opportunity to subscribe for additional Ordinary Shares, the Company is proposing to raise up to £1,000,000 (before expenses) by way of a retail offer to its existing Shareholders via the Bookbuild Platform.

The Company is making the Retail Offer available in the United Kingdom through certain financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/W7LPL1/authorised-intermediaries. Cavendish will be acting as retail offer coordinator in relation to the Retail Offer (the "Retail Offer Coordinator").

Existing retail Shareholders can contact their broker or wealth manager ("Intermediary") to participate in the Retail Offer. In order to participate in the Retail Offer, each Intermediary must be on-boarded onto the BookBuild Platform and agree to the final terms and the retail offer terms and conditions, which regulate, inter alia, the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any Intermediary that elects to receive a commission and/or fee (to the extent permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the Company).

Any expenses incurred by any Intermediary are for its own account. Investors should confirm separately with any Intermediary whether there are any commissions, fees or expenses that will be applied by such Intermediary in connection with any application made through that Intermediary pursuant to the Retail Offer.

The Retail Offer was opened to eligible investors in the United Kingdom on 13 May 2026 and is expected to close at 1.00 p.m. on 29 May 2026. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

If any Intermediary has any questions about how to participate in the Retail Offer on behalf of existing retail shareholders, please contact BookBuild at [e-mail].

The Retail Offer is and will, at all times, only be made to, directed at and may only be acted upon by those persons who areexisting retail Shareholders. To be eligible to participate in the Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Offer Shares: (i) be a customer of one of the participating Intermediaries listed on the above website; (ii) be resident in the United Kingdom and (iii) be an existing retail Shareholder (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their shares in the Company directly or indirectly through a participating Intermediary). For the avoidance of doubt, persons who only hold warrants, CFDs, spread bets and/or similar derivative instruments in relation to shares in the Company are not eligible to participate in the Retail Offer.

The Company reserves the right to scale back any order under the Retail Offer at its discretion. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for Retail Offer Shares has been made and accepted via an Intermediary, it cannot be withdrawn. The Retail Offer Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with Existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.

There is a minimum subscription of £200 per eligible investor under the terms of the Retail Offer. There is no maximum application amount per eligible investor under the terms of the Retail Offer, though note the total size of the Retail Offer (as referenced above) and the discretion the Company has to scale back applications. The terms and conditions on which eligible investors subscribe will be provided by the relevant Intermediaries including relevant commission or fee charges.

The Convertible Loan Notes

The Company is proposing to raise £2 million before expenses by the issue of the Convertible Loan Notes to each of John Booth and The John Booth Charitable Foundation, each of whom has entered into a conditional subscription agreement (the "Subscription Agreement") with the Company in respect of the issue of the Convertible Loan Notes, subject to the passing of the Fundraising Resolutions and the Refinancing, Placing and Retail Offer having become unconditional (save for any condition requiring Admission to have occurred).

The aggregate amount of the Convertible Loan Notes is £2 million and they are convertible at a price of 96 pence per Ordinary Share (the "Conversion Price"), being a 20 per cent. premium to the Issue Price under the Placing. The coupon payable under the Convertible Loan Notes is a fixed rate of 12 per cent. per annum,

which will be non-compounding and will be rolled up and paid in cash on repayment or conversion of the Convertible Loan Notes.

The Convertible Loan Notes are convertible at any time at the election of the holder of the Convertible Loan Notes from time to time.

The Convertible Loan Notes are freely transferrable and may be redeemed in cash in full at par (together with all accrued interest) only in the following circumstance: (1) on the third anniversary of their date of issue, or (2) in the event that there is a change of control of the Company or a sale of more than 50 per cent. of the Company's assets, or (3) upon an event of default (which includes customary insolvency type events occurring in connection with the Company being in financial distress, amongst others).

The Convertible Loan Notes will not be secured. The Company's payment obligations under the terms of the Convertible Loan Notes rank pari passuwith the claims of all other unsecured, unsubordinated creditors, except for obligations mandatorily preferred by law and regulation.

The Fundraising Resolutions to be proposed at the General Meeting will approve, inter alia, the allotment by the Directors of, and the disapplication of the statutory pre-emption rights in respect of, the issue of the Convertible Loan Notes.

Shareholders should be aware that if the Fundraising Resolutions are not approved at the General Meeting or any subsequent shareholder meetings of the Company, the Convertible Loan Notes will not be issued and the Placing and the Retail Offer will not complete, and no funds will be raised pursuant to the Fundraising.

On conversion of the Convertible Loan Notes, the new Ordinary Shares will, when issued, rank pari passu in all respects with the existing Ordinary Shares in issue immediately prior to such conversion including the right to receive dividends and other distributions declared paid or made by reference to a record date prior to the relevant date of conversion.

No application has been, or is intended to be, made to any listing authority, stock exchange or other market for the Convertible Loan Notes to be listed or otherwise traded.

The Subscription Agreements contain customary warranties from John Booth and The John Booth Charitable Foundation in favour of the Company.

Rights of the New Ordinary Shares and application for Admission

The New Ordinary Shares will be issued under the Placing and the Retail Offer credited as fully paid and will rank pari passu with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid, if any, in respect of Ordinary Shares after their issue.

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. Subject to the passing of the Fundraising Resolutions at the General Meeting, it is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00

a.m. on 1 June 2026.

Settlement of the Placing will, at the option of Placees, be within CREST. New Ordinary Shares will be delivered into the CREST accounts for all Placees as soon as possible after 8.00 a.m. on 1 June 2026.

No temporary documents of title will be issued. Definitive share certificates for Placees not settling through CREST will be despatched by the Registrars within 10 Business Days of the date of Admission. Prior to the despatch of such certificates, transfers will be certified against the register of members of the Company held by the Registrars.

Related Party Transactions

Each of John Booth and John Alexander Spens are a Related Party (as defined by Rule 13 of the AIM Rules), and will be participating in the Placing as follows:

	Current		Number
	Holding of	% of	of New	Holding	% of
	Existing	Existing	Ordinary	of Ordinary	Ordinary
	Ordinary	Ordinary	Shares	Shares post	Shares post
	Shares	Shares	received	Admission*	Admission*
John Booth	3,500,000	24.4	1,875,000	5,375,000	29.7
John Alexander Spens	2,512,104	17.5	1,250,000	3,762,104	20.8

*Assuming that no New Ordinary Shares are issued pursuant to the Retail Offer

The participation in the Placing of John Booth and John Alexander Spens constitute related party transactions (as defined in the AIM Rules) by virtue of each being substantial shareholders (as defined in the AIM Rules) in the Company. The Directors consider, having consulted with Cavendish (the Company's nominated adviser), that the terms of their participation in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.

Given that John Booth is a Related Party (as defined by Rule 13 of the AIM Rules), and will be issued Convertible Loan Notes pursuant to the Fundraising as follows:

	Subscription Amount in respect of Convertible Loan Notes
John Booth	£0.5m
The John Booth Charitable Foundation	£1.5m

The issue of Convertible Loan Notes to John Booth and The John Booth Charitable Foundation constitutes a related party transaction by virtue of John Booth being a substantial shareholder (as defined in the AIM Rules) in the Company. The Directors consider, having consulted with Cavendish (the Company's nominated adviser), that the terms of John Booth and The John Booth Charitable Foundation's participation in the issue of Convertible Loan Notes is fair and reasonable insofar as the Company's shareholders are concerned.

5.   GENERAL MEETING AND IRREVOCABLE UNDERTAKINGS

The issue of the New Ordinary Shares and the Convertible Loan Notes is conditional upon, inter alia, the approval by the Shareholders of the Fundraising Resolutions to be proposed at the General Meeting.

At the General Meeting, in order to provide the Company with flexibility in respect of any future capital raises, the Directors have also determined to propose the General Authority Resolutions, to permit the Directors to allot new Ordinary Shares representing up to 5 per cent. of the Company's Existing Ordinary Shares and to disapply the statutory pre-emption rights in connection with any such allotment. The issue of the New Ordinary Shares and the Convertible Loan Notes in connection with the Fundraising is not conditional on the passing of the General Authority Resolutions.

Set out at the end of this document is a notice convening the General Meeting to be held at the offices of Hudson Sandler, at 25 Charterhouse Square, Barbican, London EC1M 6AE 11:00 a.m. on 1 June 2026. The following shareholder resolutions are set out in that notice:

Fundraising Resolutions

●        Resolution 1 is an ordinary resolution to permit the Directors to allot (i) New Ordinary Shares up to an aggregate nominal amount of £37,500 in connection with the Placing; (ii) New Ordinary Shares up to an aggregate nominal amount of £12,500 in connection with the Retail Offer; and (iii) new Ordinary Shares up to an aggregate nominal amount of £20,833.33 in connection with the issue of new Ordinary Shares on conversion of the Convertible Loan Notes; and

●        Resolution 2 is a special resolution to disapply the statutory pre-emption rights in respect of the (i) allotment of New Ordinary Shares in respect of the Placing and (ii) allotment of New Ordinary Shares in respect of the Retail Offer; and (iii) the issue of new Ordinary Shares on conversion of the Convertible Loan Notes.

General Authority Resolutions

●        Resolution 3 is an ordinary resolution to permit the Directors to allot New Ordinary Shares up to an aggregate nominal amount of £7,180.75 ("General Allotment") representing 5 per cent. of the Existing Ordinary Shares; and

●        Resolution 4 is a special resolution to disapply the statutory pre-emption rights in respect of the allotment of New Ordinary Shares in respect of any General Allotment.

Resolutions 1 and 3 will be proposed as ordinary resolutions. For an ordinary resolution to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 2 and 4 will be proposed as special resolutions. For a special resolution to be passed, at least three quarters of the votes cast must be in favour of the resolution.

Each of the following participants in the Fundraising has undertaken to vote their existing holdings of Ordinary Shares in favour of the Fundraising Resolutions as set out below:

Shareholder	Holding of Existing Ordinary Shares	% of Existing Ordinary Shares
John Booth	3,500,000	24.4
John Alexander Spens	2,512,104	17.5
Angus McCaffery	1,662,882	11.6
Herald Investment Management	804,217	5.6

In aggregate, therefore, the Company has received undertakings to vote in favour of the Fundraising Resolutions in respect of 8,479,203 Existing Ordinary Shares representing approximately 59.0 per cent. of the Existing Ordinary Shares.

6.   ACTION TO BE TAKEN BY SHAREHOLDERS

General Meeting

Non-CREST Shareholders should check that they have received the following with this document:

●        a Form of Proxy for use in relation to the General Meeting; and

●        a reply-paid envelope for use in connection with the return of the Form of Proxy (in the UK only).

You are strongly encouraged to complete, sign and return your Form of Proxy in accordance with the instructions printed thereon so as to be received, by post or, during normal business hours only, by hand at: Computershare Investor Services PLC, The Pavilions Bridgwater Road, Bristol BS99 6ZY United Kingdom; or by registering your vote online by visiting www.investorcentre.co.uk/eproxy, and entering the Control Number, together with your unique Shareholder Reference Number (SRN) and PIN (all of which are printed on the enclosed Form of Proxy) as soon as possible but in any event so as to arrive by not later than 11:00 a.m. on 28 May 2026 (or, in the case of an adjournment of the General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any part of a day that is not a Business Day)).

Appointing a proxy in accordance with the instructions set out above will enable your vote to be counted at the General Meeting in the event of your absence. The completion and return of a Form of Proxy will not preclude you from attending and voting in person at the General Meeting, or any adjournment thereof, should you wish to do so.

7.   DIRECTORS' RECOMMENDATION

The Directors consider the Fundraising to be in the best interests of the Company and Shareholders as a whole. The Directors also consider the passing of the Resolutions to be in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend unanimously that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of their own shareholdings, which total 1,664,277 Existing Ordinary Shares (representing approximately 11.6 per cent. of the Existing Ordinary Shares).

For the purposes of section 571(6)(c) of the Act, the Directors confirm that the Issue Price has been determined following market soundings (as permitted by law and regulation) and the taking of professional advice.

8.   IMPORTANCE OF THE VOTE

Shareholders should be aware that if the Fundraising Resolutions are not approved at the General Meeting, the Fundraising will not occur and the proceeds in relation to the these will not be received by the Company. If this were to happen, the Group would face liquidity pressures that would represent an unacceptable risk without taking any mitigating action which would have the effect of significantly curtailing the scope of the Group's activities and prospects alike.

 

9.   DOCUMENTS AVAILABLE

Copies of this document will be available to the public, free of charge, at the Company's registered office during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) for one month from the date of this document. This document will also be available on the Company's website, https://maintel.co.uk/investors/financial-results-shareholder-communication/.

SHARE CAPITAL AND TRANSACTION STATISTICS

Issue Price for each New Ordinary Share	80 pence
Number of Existing Ordinary Shares in issue as at the date of this document	14,361,492
Amount of Convertible Loan Notes to be issued pursuant to the Fundraising	£2.0 million
Maximum Number of Ordinary Shares in issue following completion of the Fundraising the conversion of the Convertible Loan Notes(1)	2,083,333
Number of Placing Shares to be issued pursuant to the Placing	3,750,000
Maximum number of Retail Offer Shares to be issued pursuant to the Retail Offer	1,250,000
Enlarged Share Capital immediately following completion of the Fundraising(2)	19,361,492
Market capitalisation at the Issue Price following Admission(2)	£15.5 million
Estimated number of Ordinary Shares in issue following completion of the Fundraise and the conversion of the Convertible Loan Notes (1) (2) (3)	21,444,825
New Ordinary Shares as a percentage of the Enlarged Share Capital (2) (4)	25.8 per cent.
Maximum gross proceeds receivable by the Company pursuant to the Fundraising	£6.0 million
Estimated maximum net proceeds receivable by the Company pursuant to the Fundraising	£5.6 million

(1)   Assumes that the Retail Offer is fully subscribed.

(2)   Assumes that no additional Ordinary Shares are issued prior to the repayment of the Convertible Loan Notes.

(3)   As at 12 May 2026, being the last practicable Business Day prior to the publication of this Document

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event	Timing
Announcement of the Fundraising	13 May 2026
Publication of the Circular (including Notice of General Meeting) and Forms of Proxy	13 May 2026
Latest time and date for receipt of Forms of Proxy and electronic appointments of proxies via Investor Centre and CREST	11.00 a.m. on 28 May 2026
General Meeting	11.00 a.m. on 1 June 2026
Announcement of the results of the General Meeting	1 June 2026
Expected admission and commencement of dealings in the New Ordinary Shares (subject to the Admission Conditions)	8:00am on 2 June 2026
Admission Long Stop Date	8:00am on 30 June 2026
New Ordinary Shares in uncertificated form expected to be credited to accounts in CREST	2 June 2026
Despatch of definitive share certificates for the New Ordinary Shares in certificated form	Within 10 business days of Admission

If any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service. 

Certain of the events in the above timetable are conditional upon, inter alia, the Refinancing having become unconditional (save for any condition requiring Admission to have occurred), the approval of the Fundraising Resolutions to be proposed at the General Meeting and the satisfaction of the other Admission Conditions.

All references to time and dates in this document are to time and dates in London.

DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires:

"Act"		the Companies Act 2006 (as amended);
"Admission"		admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies;
"Admission Conditions"		the conditions set out in the Placing Agreement for the allotment and issue of the Placing Shares and Retail Offer Shares being, inter alia, the Refinancing having become unconditional (save for any condition requiring Admission to have occurred) and the passing of the Fundraising Resolutions, as set out in more detail in paragraph 4 of the Letter from the Chair in this document;
"Admission Long Stop Date"		30 June 2026;
"AIM"		the market of that name operated by the London Stock Exchange
"AIM Rules for Companies"		the AIM Rules for Companies, as published and amended from time to time by the London Stock Exchange;
"AIM Rules for Nominated Advisers"		the AIM Rules for Nominated Advisers, as published and amended from time to time by the London Stock Exchange;
"General Meeting"		the General Meeting of the Company convened for 11.00 a.m. on 1 June 2026 or any adjournment thereof, notice of which is set out at the end of this document;
"Board" or "Directors"		the directors of the Company as at the date of this document, whose names are set out on page 4 of this document;
"Bookbuild Platform"		the online capital markets platform developed by BB Technology Limited a company incorporated in England and Wales with registered number 13508012;
"Business Day"		any day (excluding Saturdays and Sundays) on which banks are open in London for normal banking business and the London Stock Exchange is open for trading;
"Cavendish"		Cavendish Capital Markets Limited;
"certificated" or "in certificated form"		where an Ordinary Share is not in uncertificated form (namely, not in CREST);
"Chair"		the chair of the Board;
"Circular"		this document;
"Company" or "Maintel"		Maintel Holdings plc, a company registered in England and Wales with registered number 03181729;
"Conversion Price"		has the meaning given in paragraph 4 of the Letter from the Chair in this letter;
"Convertible Loan Notes"		the 12 per cent. unsecured convertible loan notes with an aggregate value of £2 million to be constituted by the Convertible Loan Note Instrument;
"Convertible Loan Note Instrument"		the deed constituting the Convertible Loan Notes, executed by the Company on or around 12 May 2026;
"CREST"		the relevant system for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & International Limited in accordance with the CREST Regulations;
"CREST Manual"		the rules governing the operation of CREST as published by Euroclear and available at www.euroclear.com;
"CREST member"		a person who has been admitted to CREST as a system-member (as defined in the CREST Regulations);
"CREST participant"		a person who is, in relation to CREST, a system-participant (as defined in the CREST Regulations);
"CREST Regulations"		the Uncertificated Securities Regulations 2001 (SI 2001/3755) including any enactment or subordinate legislation which amends or supersedes those regulations and any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force;
"CREST sponsor"		a CREST participant admitted to CREST as a CREST sponsor;
"CREST sponsored member"		a CREST member admitted to CREST as a CREST sponsored member;
"Enlarged Share Capital"		the entire issued share capital of the Company on Admission following completion of the Placing and Retail Offer;
"Euroclear"		Euroclear UK & International Limited;
"Existing Ordinary Shares"		the 14,361,492 Ordinary Shares in issue as at the date of this document;
"FCA"		the Financial Conduct Authority of the United Kingdom;
"Form of Proxy"		the form of proxy for use by Shareholders in relation to the General Meeting, enclosed with this document;
"FSMA"		the Financial Services and Markets Act 2000 (as amended);
"Fundraising"		together the Placing, the Retail Offer and the issue of the Convertible Loan Notes;
"Fundraising Resolutions"		the shareholder resolutions 1 and 2, the full text of which are set out in the Notice of General Meeting;
"General Allotment"		has the meaning given in paragraph 5 of the Letter from the Chair in this letter;
"General Authority Resolutions"		the shareholder resolutions 3 and 4, the full text of which are set out in the Notice of General Meeting;
"Group"		the Company and its subsidiaries (as defined in the Act);
"Intermediary"		any financial intermediary that is appointed in connection with the Retail Offer;
"Issue Price"		80 pence per New Ordinary Share;
"Latest Practicable Date"		13 May 2026, being the last practicable date prior to the day of the announcement of the Fundraising;
"LSE"		London Stock Exchange plc;
"New Ordinary Shares"		together, the Placing Shares and Retail Offer Shares;
"Notice of General Meeting"		the notice convening the General Meeting as set out at the end of this document;
"Official List"		the Official List of the FCA;
"Ordinary Shares"		the ordinary shares of 1 penny each in the capital of the Company in issue from time to time and having the rights and being subject to the restrictions contained in the articles of association;
"Placee"		any person that has conditionally agreed to subscribe for Placing Shares pursuant to the Placing;
"Placing Agreement"		the conditional placing agreement entered into between the Company, and Cavendish in respect of the Placing, dated 12 May 2026, as described in this document;
"Placing"		the conditional placing by Cavendish (as agent for the Company) of the Placing Shares with certain institutional investors and existing Shareholders, otherwise than on a pre-emptive basis, at the Issue Price on the terms of the Placing Agreement;
"Placing Shares"		3,750,000 new Ordinary Shares which are to be issued under the Placing;
"Refinancing"		has the meaning given in paragraph 1 of the Letter from the Chair in this letter;
"Registrar" or "Computershare"		Computershare Investor Services PLC;
"Regulatory Information Service"		has the meaning given to it in the AIM Rules;
"Resolutions"		the Fundraising Resolutions and General Authority Resolutions;
"Retail Offer"		the conditional offer by the Company of the Retail Offer Shares at the Issue Price to existing retail shareholders, through Intermediaries via the BookBuild Platform, announced on 13 May 2026;
"Retail Offer Coordinator"		Cavendish Capital Markets Limited;
"Retail Offer Shares"		up to 1,250,000 new Ordinary Shares to be allotted and issued by the Company to existing retail shareholders at the Issue Price pursuant to the Retail Offer;
"Securities Act"		US Securities Act of 1933 (as amended);
"Shareholders"		the holders of Existing Ordinary Shares, and the term "Shareholder" shall be construed accordingly;
"Subscription Agreement"		has the meaning given in paragraph 4 of the Letter from the Chair in this letter;
"uncertificated" or "uncertificated form"		means recorded on the relevant register or other record of the share or other security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;
"United Kingdom" or "UK"		the United Kingdom of Great Britain and Northern Ireland;
"voting rights"		means all voting rights attributable to the share capital of the Company which are currently exercisable at a general meeting; and
"GBP" or "£" or "pounds"		UK pounds sterling, being the lawful currency of the United Kingdom.

Appendix 2 - Important Notices

Neither this Announcement, nor any copy of it may be eased or otherwise forwarded, distributed or sent in or into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the "United States"). Neither this Announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, the Republic of South Africa, Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, South African, or Japanese securities laws or the securities laws of any other jurisdiction (other than the United Kingdom). The distribution of this announcement in other jurisdictions may also be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or a solicitation of any offer to acquire, purchase or subscribe for, securities of the Company.

The securities referred to herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state or jurisdiction of the United States, and may not be offered or sold within the United States to, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with applicable securities laws of any state or other jurisdiction of the United States. Accordingly, the securities referred to herein are being offered only outside the United States in "offshore transactions" as defined in and pursuant to Regulation S under the Securities Act. There will be no public offer of securities in the United States.

No representation or warranty, express or implied, is made by the Company or Cavendish as to any of the contents of this announcement, including its accuracy, completeness or for any other statement made or purported to be made by it or on behalf of it, the Company, the Directors or any other person, in connection with the Fundraising, First Admission and Second Admission, and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future (without limiting the statutory rights of any person to whom this announcement is issued).

Forward-Looking Statements

Certain statements contained in this announcement constitute "forward-looking statements" with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Company.

All statements other than statements of historical facts included in this announcement are, or may be deemed to be, forward-looking statements. Without limitation, any statements preceded or followed by or that include the words ''targets'', ''plans'', ''believes'', ''expects'', ''aims'', ''intends'', ''anticipates'', ''estimates'', ''projects'', ''will'', ''may'', "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, cashflows, synergies, economic performance, indebtedness, financial condition, dividend policy and future prospects; and (ii) business and management strategies and the expansion and growth of the Company's operations. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions, some of which are outside of the Company's influence and/or control.

Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. The important factors that could cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements include, amongst others, economic and business cycles, competition in the Company's principal markets, acquisitions or disposals of businesses or assets, changes in government and other regulation, changes in political and economic stability and trends in the Company's principal industries. Due to such uncertainties and risks, undue reliance should not be placed on such forward-looking statements, which speak only as of the date of this announcement.

In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur. No statement in this announcement is intended to be a profit estimate or profit forecast. The forward-looking statements contained in this announcement speak only as of the date of this announcement. Neither the Company nor its Directors nor any person acting on its or their behalf expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation.

The new Ordinary Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than AIM.

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 price and value of securities can go down as well as up. Past performance is not a guide to future performance.

 

END