Proposed Capital Reduction

Norman Broadbent PLC

10 March 2026

 

Norman Broadbent plc

("Norman Broadbent", the "Group" or the "Company")

Publication of Circular relating to Proposed Cancellation of Deferred Shares

Proposed Cancellation of the Share Premium Account

and Notice of General Meeting

Norman Broadbent (AIM: NBB), a leading Executive Search and Interim Management firm, is pleased to announce that in light of the Group's recent and anticipated further operational progress, the Board believes it is an appropriate time to create distributable reserves which could provide the Company with certain flexibility in relation to future distributions of profits to Shareholders (including by way of dividends and/or acquisitions by the Company of its own shares), subject to the Company's performance and compliance with law. The proposed Capital Reduction is intended to support this objective by simplifying the Company's capital structure and enabling the creation of distributable reserves for future use.

The mechanism of any creation of distributable reserves is subject to the completion of a Capital Reduction (so as to create the necessary distributable reserves) and approval by Shareholders at a general meeting. A circular explaining the details of and reasons for the proposed Capital Reduction, and why the Board considers the Capital Reduction to be in the best interests of the Company and its Shareholders as a whole, has been published today and will be sent to Shareholders (the "Circular"). The proposed Capital Reduction would result in, amongst other things, a reduction in the total number of shares in issue, though the nominal value and number of the Existing Ordinary Shares in issue would not change.

The purpose of the Capital Reduction is to cancel all existing Deferred Shares and also to cancel in full the amount standing to the credit of the Company's Share Premium Account.

As at 31 January 2026, the latest practicable date prior to the publication of the Circular, the balance standing to the credit of the Share Premium Account was £14,232,597. It is proposed that the aggregate amount released as a result of the cancellation of the Deferred Shares and the cancellation of the Share Premium Account, being £20,532,849, will be credited to a reserve. This reserve will first be applied to substantially eliminate the existing deficit on the Company's accumulated profit and loss account, being £19,832,219 as at 31 January 2026. Thereafter, assuming no material change in this level of accumulated losses prior to the Capital Reduction becoming effective, to create a pool of distributable reserves. Such distributable reserves may be used in the future to absorb losses and/or to support distributions or other returns of value to Shareholders.

A Circular containing full details of the Capital Reduction procedure and a Notice of General Meeting, which is due to take place at 10:00a.m. on 26 March 2026 at the offices of Cavendish Capital Markets at One Bartholomew Close, London, EC1A 7BL has today been posted to Shareholders. Part II of the Circular sets out the Special Resolutions, which are being proposed to Shareholders in order to facilitate the Share Capital Reduction.

The Capital Reduction is also subject to an appropriate Order of His Majesty's High Court of Justice in England. The Directors unanimously recommend that Shareholders vote in favour of the Special Resolutions to be proposed at the General Meeting as they intend to do so in respect of their beneficial holdings.

The expected timetable of principal events is set out below. The Circular will shortly be made available on the Company's corporate website at www.normanbroadbent.com

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of Circular document	10 March 2026
Latest time for receipt of online proxy votes and Forms of Proxy for the General Meeting	10:00a.m on 24 March 2026
General Meeting	10:00a.m on 26 March 2026
Expected date of Directions Hearing to provide directions on the Capital Reduction	8 April 2026
Expected date of Confirmation Hearing to confirm Capital Reduction	28 April 2026
Registration of Court Order and Expected Effective Date for the Share Capital Reduction	on or around 6 May 2026

Notes

The expected dates for the confirmation of the Capital Reduction by the Court and the Capital Reduction becoming effective are based on provisional dates that have been obtained for the required Court hearings of the Company's application. These provisional hearing dates are subject to change and dependent on the Court's timetable. If the expected dates of the Court hearings are changed (and consequently the expected effective date for the Capital Reduction), the Company will make further notifications via a Regulatory Information Service.

The timetable assumes that there is no adjournment of the General Meeting. If there is an adjournment, all subsequent dates are likely to be later than those shown.

Defined terms used in this announcement are as per the definitions set out in the Circular to shareholders unless otherwise noted.

Contacts: 

Norman Broadbent plc	Via Gracechurch Group
Kevin Davidson, CEO
Mehr Malik, CFO
Cavendish Capital Markets Limited (Nominated Adviser and Broker)	[phone]
Julian Blunt, Seamus Fricker, Andrea Callaghan - Corporate Finance
Jasper Berry, Matt Lewis - Sales / Corporate Broking
Gracechurch Group (Financial Media & Investor Relations)	[phone]
Murdo Montgomery	[e-mail]
Tommy Bryson
Anysia Virdi

About Norman Broadbent:

Norman Broadbent (AIM: NBB) is a professional services firm focused on executive search, senior interim management solutions and bespoke leadership advisory services working across the UK and internationally.

Established as the first UK-headquartered search firm in 1979, the firm has a 40+ year track record of shaping leadership across industries including Consumer, Financial Services, Industrials, Life Sciences, Investor and TMT.

www.normanbroadbent.com

 

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