Launch of Underwritten Open Offer

Optima Health PLC

31 March 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHOULD FORM THE BASIS OF, OR SHOULD BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF OPTIMA HEALTH PLC. PLEASE SEE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT

FOR IMMEDIATE RELEASE

31 March 2026

Optima Health plc

("Optima", the "Company", and, together with its subsidiaries, the "Group")

Launch of Underwritten Open Offer to raise approximately £35,000,000

Publication of Circular and Notice of General Meeting

Optima Health (AIM: OPT), the UK's leading provider of technology enabled corporate health and wellbeing solutions, is pleased to announce that, further to completion of the acquisition of PAM Healthcare Limited as announced on 24 March 2026 following receipt of Irish FDI clearance, an Open Offer to raise up to £35,000,000 (before expenses) through the issue of up to 19,999,149 Open Offer Shares at an issue price of 175 pence per Open Offer Share (the "Issue Price"). Net proceeds from the Open Offer will be used to repay the £30,000,000 Bridge Facility as detailed in the acquisition announcement dated 16 February 2026 ("Acquisition Announcement").

The Open Offer will provide Qualifying Shareholders with the opportunity to subscribe for Open Offer Shares at the Issue Price pro rata to their holdings of Existing Ordinary Shares on the following basis:

1 Open Offer Share for every 4.439 Existing Ordinary Shares held at the Open Offer Record Date and Time

Basic Entitlements will be rounded down to the nearest whole number and any fractional entitlements to Open Offer Shares will be disregarded in calculating a Qualifying Shareholder's Basic Entitlement and will be aggregated and made available to Qualifying Shareholders under the Excess Application Facility.

Qualifying Shareholders who take up their Basic Entitlement in full can apply, through the Excess Application Facility, for additional Open Offer Shares up to an amount equal to the total number of Open Offer Shares available under the Open Offer less an amount equal to such Qualifying Shareholder's Basic Entitlement ("Excess Entitlements"). To the extent that Basic Entitlements are not subscribed for by Qualifying Shareholders, such Open Offer Shares will be available to satisfy applications for Excess Entitlements. Applications for Excess Entitlements under the Excess Application Facility will be allocated at the Company's discretion but having regard to Qualifying Shareholders' beneficial holdings of Existing Ordinary Shares as at the Open Offer Record Date and Time. No assurance can be given that any applications under the Excess Application Facility by Qualifying Shareholders will be met in full or in part or at all. Excess monies in respect of applications which are not met in full will be returned to the applicant (at the applicant's risk) without interest as soon as practicable thereafter by way of cheque or CREST payment, as appropriate.

The Issue Price represents a discount of:

·      2.8 per cent. to the closing middle market price of 180 pence for each Ordinary Share on 30 March 2026, being the latest practicable date prior to this announcement; and

·      approximately 17.8 per cent. to the closing mid-market price of 213 pence per on 13 February 2026, being the latest practicable date prior to the announcement of the Acquisition and the intention to conduct the Open Offer.

The Open Offer is only conditional upon the admission of the Open Offer Shares to trading on AIM. It is expected that Admission will become effective and dealings in the Open Offer Shares will commence at 8.00 a.m. on 24 April 2026.

As detailed in the Acquisition Announcement, Deacon Street Partners Limited ("Deacon Street"), an entity controlled by Lord Ashcroft KCMG PC, a substantial shareholder of the Company, has entered into a commitment to underwrite the Open Offer at the Issue Price up to a maximum aggregate value of £35,000,000 (the "Underwriting Commitment Letter"). Pursuant to the terms of the Underwriting Commitment Letter, in the unlikely event that: (i) only Julia Robertson, Jonathan Thomas, Heidi Giles, Simon Arnold and Adam Councell subscribe for Open Offer Shares and no other Qualifying Shareholders participate; and (ii) upon an enforcement by the Company of the Underwriting Commitment Letter, members of the LA Concert Party could be required to subscribe for such number of Open Offer Shares as would result in those parties being interested in up to 40.56 per cent. of the voting rights of the Company, as at the date of Admission.

If members of the LA Concert Party were to increase their aggregate voting rights in the Company above 30 per cent. of the voting rights of the Company, the LA Concert Party would be required by Rule 9 of the Takeover Code to make a general offer to acquire all of the Ordinary Shares in the Company (not already held by them). To avoid such an outcome, the Takeover Panel has agreed to waive this obligation subject to the approval (on a poll) of the Rule 9 Waiver Resolution by a simple majority of the Independent Shareholders (i.e. excluding any members of the LA Concert Party) present and voting at the General Meeting in person or by proxy. The notice for the General Meeting will be included in the Circular to be published by the Company later today.

The Open Offer Shares will, when issued and fully paid, 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 after the date of Admission. The Open Offer Shares will be issued pursuant to the authority granted to the directors at the Annual General Meeting of the Company held on 1 September 2025.

The Open Offer is open for acceptance from now until 11.00 a.m. on 22 April 2026. The Open Offer's timetable of principal events, is set out below in Appendix I.

Further details of the Open Offer will be set out in a Circular to be sent to shareholders later today. The Circular sets out the reasons for and further details of the Open Offer including its terms and conditions. Your attention is drawn to the risk factors set out in Part II of the Circular. Details of the actions to be taken if you wish to subscribe for Open Offer Shares are provided in Part III of the Circular. An extract from the Circular has been included below a copy of the Circular will be shortly available on the Company's website: https://investors.optimahealth.co.uk/.

The above summary should be read in conjunction with the full text of this announcement and the Circular. Capitalised terms used but not otherwise defined in this Announcement shall have the meanings ascribed to such terms in Appendix III of this Announcement unless the context requires otherwise. All references to time in this announcement are to London time unless otherwise specified.

                Current Trading and Outlook

The Directors expect FY26 adjusted EBITDA to be at least in line with consensus, which will include the procurement settlement previously disclosed. A full trading update will be made later in Q2 2026.

The Directors are pleased with the progress to date against the Company's strategic objectives and medium-term targets of £200 million revenue and £40 million adjusted EBITDA. The Acquisition of PAM, which proliferates and complements its capabilities and scale, positions the enlarged Group to capitalise on its sizeable and growing market opportunity. The Board believes there are opportunities for operational and cost efficiencies (through alignment of group central functions, estate footprint rationalisation and improvement, and leveraging Optima's existing transformation and technology investment program) which will drive achievement of the Group's medium term EBITDA target.

Enquiries

Optima Health Jonathan Thomas, CEO Heidi Giles, CFO [phone] [e-mail] Nominated Adviser and Joint Corporate Broker Panmure Liberum Limited Emma Earl / Will Goode/ Mark Rogers Rupert Dearden Debt Advisory (sole debt adviser on the transaction): Dan Howlett / Ben Handler [phone] Joint Corporate Broker Cavendish Capital Markets Geoff Nash / Ben Jeynes / George Lawson Julian Morse / Michael Johnson/ Nigel Birks + 44 (0)20 7220 0500 UK Financial PR Adviser ICR Healthcare Mary-Jane Elliott / Angela Gray / Lindsey Neville [e-mail]

About Optima

Optima is the UK's leading provider of occupational health and wellbeing services, directly influencing and improving people's lives for 25 years. Optima's incredible team of professionals quickly and effectively encapsulate client's needs, supporting organisations of all shapes and sizes. Through tailored solutions and innovative systems, Optima offers unparalleled clinical expertise to its clients. These solutions ensure that processes are simple and allow its clients to spend more time focusing on their employees driving a healthy, high-performing workplace. For more information visit www.optima health.co.uk.

Disclaimer

Panmure Liberum Limited ("Panmure Liberum") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting exclusively for Optima and for no one else in connection with the Open Offer and the Rule 9 Waiver Resolution and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Open Offer, the Rule 9 Waiver Resolution or any other matter referred to in this announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the Open Offer and the Rule 9 Waiver Resolution , or any other matter referred to in this announcement. The responsibilities of Panmure Liberum as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or any director, shareholder or any other person.

Cavendish Capital Markets Limited ("Cavendish") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Optima and no one else in connection with the Open Offer and will not be responsible to anyone other than Optima for providing the protections afforded to clients of Cavendish nor for providing advice in connection with the Open Offer or any matter referred to herein. Neither Cavendish nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cavendish in connection with this announcement, any statement contained herein, the Open Offer or otherwise. No representation or warranty, express or implied, is made by Cavendish as to the contents of this announcement.

Important Information

No prospectus, offering memorandum, offering document or admission document has been or will be made available in any jurisdiction in connection with the matters contained or referred to in this announcement and no such document is required (in accordance with Regulation (EU) No 2017/1129 (the "EU Prospectus Regulation") or the Public Offers and Admissions to Trading Regulations 2024 (the "POATR")) to be published. Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

This announcement is for information purposes only and is directed only at persons whose ordinary activities involve them acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (a) if in a member state of the European Economic Area (the "EEA"), "qualified investors" within the meaning of Article 2(e) of the EU Prospectus Regulation ("Qualified Investors"); and (b) if in the United Kingdom, "qualified investors" within the meaning of paragraph 15 of Schedule 1 of the POATR who are also (i) persons having 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"); (ii) persons who fall within Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being "Relevant Persons").

This announcement must not be acted on or relied on (i) in any member state of the EEA, by persons who are not Qualified Investors; or (ii) the United Kingdom, by persons who are not Relevant Persons. 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 only available to (i) in any member state of the EEA, Qualified Investors; and (ii) in the United Kingdom, Relevant Persons, and will only be engaged in with such persons.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for any securities in the United States or in any jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into United States except pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States.

The contents of this announcement have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the Open Offer. If you are in any doubt about any of the contents of this announcement, you should obtain independent professional advice. This announcement does not constitute a prospectus or equivalent document and does not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong.

Certain statements in this announcement are forward-looking statements, which include all statements other than statements of historical fact and which are based on the Company's expectations, intentions and projections regarding the Company's future financial condition, performance, anticipated events, strategic initiatives, or trends, the future performance of the Company and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" (or the negatives thereof) and words of similar meaning. These forward-looking statements are not guarantees of future performance and involve known and unknown risks, assumptions, uncertainties and other factors that could cause the actual results of operations, financial condition, performance, liquidity and dividend policy and the development of the industries in which Optima's business operates to differ materially from those expressed or implied by the forward-looking statements. Undue reliance should not be placed on such forward-looking statements. In particular, but without prejudice to the generality of the above, no representation or warranty is given, and no responsibility or liability is accepted, either as to the achievement or reasonableness of any future projections, forecasts, estimates or statements as to any prospects or future returns contained or referred to in this announcement or in relation to the basis or assumptions underlying such projections or forecasts. Forward-looking statements speak only as of the date of such statements. Except as required by applicable law, Optima, Panmure Liberum, Cavendish and their respective affiliates undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person.

No statement in this announcement is intended to be a profit forecast or profit estimate for any period, and no statement in this announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

The Open Offer will be made pursuant to an exemption under the POATR or the EU Prospectus Regulation from the requirement to produce a prospectus. This announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act, 2000, as amended, does not apply.

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.

This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

The distribution of this announcement and any proposed offering and/or issue of securities referred to herein in certain jurisdictions may be restricted by law or regulation. No action has been taken by the Company that would permit an offer of securities or possession or distribution of this announcement or publicity material relating to securities in any jurisdiction where action for that purpose is required, other than in the United Kingdom. Persons into whose possession this announcement comes are required by the Company to inform themselves about and to observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdiction.

APPENDIX I

EXPECTED TIMETABLE OF EVENTS

Each of the times and dates in the table below is indicative only and may be subject to change by the Company. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Shareholders by announcement through a Regulatory Information Service.

Event	Time and/or date (1)
Announcement of the Acquisition and intention to conduct the Open Offer	7.00 a.m. on 16 February 2026
Announcement of the satisfaction of the final outstanding Irish FDI Clearance Condition	24 March 2026
Open Offer Record Date and Time	6.00 p.m. on 27 March 2026
Announcement of the Open Offer	7.00 a.m. on 31 March 2026
Publication of the Circular (including Notice of General Meeting), Application Form and the Form of Proxy	31 March 2026
Ex-Entitlement Date for the Open Offer	8.00 a.m. on 1 April 2026
Basic Entitlements and Excess Entitlements credited to stock accounts in CREST of CREST Shareholders	As soon as practicable on 2 April 2026
Recommended latest time and date for requesting withdrawal of Basic Entitlements and Excess Entitlements from CREST	4.30 p.m. on 16 April 2026
Latest time and date for depositing Basic Entitlements and Excess Entitlements into CREST	3.00 p.m. on 17 April 2026
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 20 April 2026
Latest time and date for receipt of Form of Proxy and receipt of electronic proxy appointments	2.00 p.m. on 21 April 2026 (2) (3)
Voting Record Time	6.30 p.m. on 21 April 2026 (4)
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on 22 April 2026 (5) (6)
General Meeting	2.00 p.m. on 23 April 2026
Announcement of the results of the Open Offer	23 April 2026
Admission and commencement of dealings in the Open Offer Shares on AIM	8.00 a.m. on 24 April 2026
Expected date for CREST accounts to be credited of Open Offer Shares (where applicable), in relation to the Open Offer	As soon as practicable after 8.00 a.m. on 24 April 2026
Despatch of definitive share certificates, in relation to the Open Offer	Within five (5) Business Days of Admission

Notes

(1)           Unless otherwise stated, references to times in this timetable are to London time. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Shareholders by announcement through a Regulatory Information Service. (2)           It is requested that the White Form of Proxy for the General Meeting be lodged not later than 2.00 p.m. on 21 April 2026 or, if the General Meeting is adjourned, 48 hours prior to the time fixed for any adjourned General Meeting (excluding part of such 48-hour period falling on a day that is not a Business Day). If the White Form of Proxy for the General Meeting is not lodged by the relevant time, it will be invalid. (3)           If you have any questions relating to the completion and return of the Form of Proxy please call the Registrar (MUFG Corporate Markets) on 0371 664 0321.Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that MUFG Corporate Markets cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. You can also email MUFG Corporate Markets on [e-mail]. (4)           If the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.30 p.m. on the day which is two Business Days prior to the date of the adjourned General Meeting. (5)           In respect of Qualifying Non-CREST Shareholders, Application Forms and appropriate remittance received by the Receiving Agent after 11.00 a.m. on 22 April 2026 will be invalid and any remittance received by the Receiving Agent in relation thereto will be refunded. Qualifying Non-CREST Shareholders should note that their Application Form is not a negotiable entitlement and cannot be traded. (6)           In respect of Qualifying CREST Shareholders, if settlement of relevant CREST Instructions is after 11.00 a.m. on 22 April 2026, such instructions will be invalid.

Open Offer Statistics

Issue Price per new Open Offer Share	175 pence
Number of Existing Ordinary Shares in issue as at the date of the Circular	88,776,226
Basis of the Open Offer	1 Open Offer Share for every 4.439 Existing Ordinary Shares held by Qualifying Shareholders
Maximum number of Open Offer Shares expected to be issued pursuant to the Open Offer	19,999,149
Maximum number and percentage of Ordinary Shares that could be held by members of the LA Concert Party assuming full amount of Open Offer Shares taken up pursuant to the Underwriting Commitment Letter[1]	44,117,373 representing 40.56 per cent.
Enlarged Share Capital immediately upon Admission of the Open Offer Shares	108,775,375
Percentage of the Enlarged Share Capital represented by the Open Offer Shares	18.39 per cent.
Maximum gross proceeds from the Open Offer (approximately)	£35,000,000
ISIN for Existing Ordinary Shares and, following Admission (as applicable), the Open Offer Shares	GB00BRSCY602
ISIN for Basic Entitlements	GB00BSQP6283
ISIN for Excess Entitlements	GB00BSQP6390
Legal Entity Identifier (LEI)	213800TOPWJSRCW4ON08

Appendix II

Extracts from the Circular

Introduction

On 16 February 2026, Optima Health plc ("Optima" or the "Company") announced that it had entered into a share purchase agreement to acquire the entire issued share capital of PAM Healthcare Limited ("PAM"), one of the UK and Republic of Ireland's leading occupational health and wellness providers (the "Acquisition"). The Acquisition completed on 26 March 2026. Pursuant to the terms of the Acquisition, the Company paid cash consideration to the PAM shareholders of approximately £100,000,000 on a debt-free, cash free normalised working capital basis. The Acquisition was funded through a combination of (i) new secured debt facilities of £70,000,000 with existing banking partners Barclays Bank plc and HSBC UK Bank plc (the "New Debt Facilities"), and (ii) an unsecured bridge facility of £30,000,000 entered into between the Company and Deacon Street Partners Limited ("Deacon Street") (the "Bridge Facility"), a company controlled by Lord Ashcroft KCMG PC ("LA") (for further details see paragraph 7 of Part I of the Circular).

Open Offer

In order to repay the Bridge Facility and pursuant to the authority granted at its Annual General Meeting on 1 September 2025, the Company intends to raise approximately £35,000,000 by way of the Open Offer at an issue price of 175 pence per Open Offer Share (the "Issue Price"). The proceeds of the Open Offer will be used to repay the Bridge Facility in full and to pay associated fees incurred in connection with Deacon Street procuring the Bridge Facility and underwriting the Open Offer (as described below).

Qualifying Shareholders will therefore have the opportunity to subscribe for up to 19,999,149 Open Offer Shares at the Issue Price pro rata to their holdings of Existing Ordinary Shares. Whilst the Open Offer is underwritten and the gross proceeds expected to be received by the Company are fixed, provided a Qualifying Shareholder has accepted its Basic Entitlement in full, Qualifying Shareholders will also have the opportunity to apply for Open Offer Shares at the Issue Price in excess of their Basic Entitlement, such Open Offer Shares being Excess Entitlements, through the Excess Application Facility.

Each Shareholder's Basic Entitlement has been calculated on the basis of 1 Open Offer Share for every 4.439 Existing Ordinary Share held at the Open Offer Record Date and Time. Valid applications for Excess Entitlements pursuant to the Excess Application Facility will be allocated at the Company's discretion but having regard to Qualifying Shareholders' beneficial holdings of Existing Ordinary Shares as at the Open Offer Record Date and Time. No assurance can be given that the applications for Excess Entitlements through the Excess Application Facility by Qualifying Shareholders will be met in full or in part or at all. Excess monies in respect of applications which are not met in full will be returned to the applicant (at the applicant's risk) without interest as soon as practicable thereafter by way of cheque or CREST payment, as appropriate.

Qualifying Shareholders who do not take up their Basic Entitlement in full will experience a dilution to their interests in Optima of approximately 18.39 per cent. following Admission.

Further details on the Open Offer can be found in paragraph 5 of Part I and Part III of the Circular.

Underwriting Commitment

To provide certainty of funds, Deacon Street has agreed pursuant to the terms of the Underwriting Commitment Letter, to underwrite the Open Offer at the Issue Price up to a maximum aggregate value of £35,000,000.

Deacon Street, as an entity controlled by LA, is a member of the LA Concert Party. As at the date of the Circular, the LA Concert Party is interested in, in aggregate 24,165,470 Ordinary Shares carrying voting rights in the Company, representing 27.22 per cent. of the total voting rights of the Company.

In the unlikely event that: (i) only Julia Robertson, Jonathan Thomas, Heidi Giles, Simon Arnold and Adam Councell subscribe for Open Offer Shares and no other Qualifying Shareholders participate; and (ii) upon an enforcement by the Company of the Underwriting Commitment Letter, members of the LA Concert Party could be required to subscribe for such number of Open Offer Shares as would result in those parties being interested in up to 40.56 per cent. of the voting rights of the Company, as at the date of Admission.

As described in paragraph 7 of Part I of the Circular, if members of the LA Concert Party were to increase their aggregate voting rights in the Company to 30 per cent. or more, the LA Concert Party would be required by Rule 9 of the Takeover Code to make a general offer to acquire all of the Ordinary Shares in the Company (not already held by them) (a "Mandatory Offer"). To avoid such an outcome, the Takeover Panel has agreed to waive this obligation subject to the approval (on a poll) of the Rule 9 Waiver Resolution by a simple majority of the Independent Shareholders (i.e. excluding any members of the LA Concert Party) present and voting at the General Meeting in person or by proxy.

Impact of the Rule 9 Waiver Resolution on Deacon Street's Underwriting Commitment

If the Rule 9 Waiver Resolution is passed by the requisite majority of Independent Shareholders at the General Meeting, the maximum shareholding held by members of the LA Concert Party in the Company may increase to 30 per cent. or more of the voting rights of the Company, without such persons being required by Rule 9 of the Takeover Code to make a Mandatory Offer.

If the Rule 9 Waiver Resolution is not passed by the requisite majority of Independent Shareholders at the General Meeting, and the terms of the Underwriting Commitment Letter are enforced, the LA Concert Party may be required to make a Mandatory Offer under Rule 9 of the Takeover Code for all of the Ordinary Shares in the Company not already held by them, which the Directors do not believe would be in the best interests of the Company.

If following completion of the Open Offer the LA Concert Party is interested in Ordinary Shares carrying more than 30 per cent. of the voting rights of the Company but does not hold Ordinary Shares carrying more than 50 per cent. of the voting rights of the Company. For so long as they continue to be acting in concert, any increase in the aggregate interests in Ordinary Shares by any member of the LA Concert Party will be subject to the provisions of Rule 9 of the Takeover Code.

Recommendation

As set out in more detail in paragraph 10 of Part I of the Circular, the Independent Shareholders will be asked at the General Meeting to approve Rule 9 Waiver Resolution. To be passed, the Rule 9 Waiver Resolution will require a simple majority of the votes cast on a poll by the Independent Shareholders to be in favour.

The Directors consider the passing of the Rule 9 Waiver Resolution to be in the best interests of the Company and Independent Shareholders as a whole, as the Rule 9 Waiver Resolution avoids the requirement for the LA Concert Party to make a Mandatory Offer, which the Directors do not believe would be in the best interests of the Company. The Directors therefore recommend unanimously that Independent Shareholders vote, or procure the vote, in favour of the Rule 9 Waiver Resolution at the General Meeting.

Please refer to the Notice of General Meeting in Part VII of the Circular for a detailed description of the Rule 9 Waiver Resolution to be voted on by Independent Shareholders at the General Meeting.

Conditionality

The Open Offer is conditional only on AIM Admission of the Open Offer Shares which is expected to happen at 8.00 a.m. on 24 April 2026. The Open Offer is not conditional on the Rule 9 Waiver Resolution.

The purpose of the Circular is to give you details of the Open Offer to enable Qualifying Shareholders to participate in the Open Offer and to ensure Shareholders have all relevant information prior to the General Meeting.

Please read the contents of the Circular (including the Notice of General Meeting) in their entirety.

                The Optima Group's business

About Optima

Optima is the UK's leading provider of occupational health and wellbeing services, directly influencing and improving people's lives for 25 years. Optima's team of professionals quickly and effectively assess the clients' needs, supporting organisations of all shapes and sizes. Through tailored solutions and innovative systems, Optima offers unparalleled clinical expertise to its clients. These solutions ensure that processes are simple and allow its clients to spend more time focusing on their employees driving a healthy, high-performing workplace.

Operating nationwide, Optima combines its proprietary digital platform with on-site and remote clinical delivery to provide scalable, data-led services across diverse sectors, from public services and healthcare to logistics, construction, manufacturing and financial services. Its integrated model spans the full occupational health lifecycle, including pre-placement assessments, statutory health surveillance, fitness for work assessments, mental health and musculoskeletal support, absence and case management, health promotion, and rehabilitation pathways that help employees return to and remain in work. By leveraging technology-enabled triage, workflow automation and rich health data insights, Optima is able to prioritise cases, shorten waiting times and deliver the right level of intervention at the right time, improving both outcomes and operational efficiency for clients.

Optima is well placed to benefit from the challenges currently facing business in the UK as a result of ill-health related absence and lost output which are estimated to cost around £150 billion a year, or 7 per cent. of GDP, with sickness absence reaching its highest level since 2005 at 185.6 million days, equivalent to 5.7 days lost per worker. An ageing workforce, rising prevalence of mental health and musculoskeletal conditions, and NHS waiting lists of approximately 7.6 million people are increasing the urgency for employers to invest in proactive, work-focused health support that keeps people in or returns them to work more quickly. At the same time, government policy is moving in the same direction, with consultations such as "Occupational Health: Working Better" and initiatives like the "WorkWell" programme launched in 2024 and the "Keeping Britain Working" report in 2025 aiming to widen employer uptake of occupational health and improve return-to-work outcomes, all of which strongly reinforce Optima's integrated, technology-enabled occupational health and wellbeing model.

About PAM

PAM, established in 2004, is one of the leading providers of outsourced occupational health and wellbeing services in the UK and Republic of Ireland, supporting over 1.5 million employees. PAM has a long-standing and diverse customer base, with an average contract length of approximately 7.8 years among its top ten customers, and provides solutions to more than 1,500 organisations, including blue chip corporates and public sector entities. PAM is headquartered in Warrington with over 450 directly employed clinicians and a large associate clinician network.

PAM's breadth of services covers all aspects of statutory and discretionary occupational health and wellbeing services, encompassing testing, assessment, and treatment capabilities. Underpinning PAM's services is OHIO, its proprietary technology platform, which provides customers with bespoke, real-time analytics and tailored reporting integrated into HR systems.

PAM generated revenue of approximately £66.6 million (unaudited) in the year ended 31 December 2025 with a three-year CAGR of 15.7 per cent., supported largely by organic customer wins and targeted M&A activity. PAM has good revenue visibility and robust recurring revenues with over 90 per cent. of budgeted FY26 revenues underpinned by existing contracts.

PAM generated an unaudited adjusted EBITDA of £8.2 million in the year ended 31 December 2025. EBITDA margin improvement in FY25 has been driven by new business wins and a focus on clinician productivity and billability. There is a potential for continued improvement in PAM's EBITDA margin through further clinician productivity improvements, operating model rationalisation and alignment, and leveraging the Enlarged Group's synergies.

PAM is a capital light and cash generative business with strong free cash conversion of over 60 per cent.

Summary financial information on PAM

£million	Year ended 31 December 2023		Year ended 31 December 2024		Unaudited Year ended 31 December 2025
Revenue	51.8	62.6		66.6
Gross Profit	24.3	26.1		29.1
EBITDA	4.0	4.2		6.6
Adj. EBITDA*	4.7	5.9		8.2
Adj. EBITDA margin	9.1%	9.4%		12.3%
Profit before tax	(2.2)	(3.8)		(0.4)
Profit after tax	0.6	(3.5)		(0.5)

* Adjusted for certain exceptional and administrative expenses

As at 31 December 2025, PAM had net assets of £21.3 million (unaudited) (FY24: £20.5 million (audited)).

                Background to and reasons for the Open Offer

Introduction

Optima has followed PAM's progress for a significant period of time and has long recognised the potential value of integrating PAM's business into the Optima Group. Optima participated in a competitive sale process and in order to provide incremental acquisition financing and secure exclusivity in the sale process, Deacon Street, an entity controlled by LA, agreed to provide a Bridge Facility of £30,000,000 to Optima. This short-term financing was necessary to support certainty of funding and was used to fund part of the Acquisition and is intended to be repaid in full using the net proceeds of the Open Offer.

Subject to completion of the Open Offer, the Company is expected to raise approximately £35,000,000 (in gross proceeds). The gross proceeds of the Open Offer will be applied to repay the Bridge Facility in full and to pay fees incurred in connection with the Acquisition including for Deacon Street procuring the Bridge Facility and underwriting the Open Offer.

The acquisition of PAM is underpinned by a strong financial and cash generation profile. PAM generated unaudited revenue of approximately £66,600,000 in the year ended 31 December 2025, representing a three-year CAGR of 15.7 per cent., and delivered unaudited adjusted EBITDA of £8,200,000, with further potential to enhance margins through clinician productivity gains, operating model alignment and group-wide synergies. Its revenues are highly visible, with over 90 per cent. of budgeted FY26 revenue supported by existing contracts, and the business is cash generative with free cash conversion above 60 per cent. and low capital intensity, providing a robust foundation for value creation.

Strategically, the combination of Optima and PAM creates an enhanced market-leading platform in a large and growing occupational health market in the UK and Ireland, valued at around £1,600,000,000 and forecast to grow by up to 9 per cent. per annum. Low penetration of occupational health services in the UK, rising absenteeism costs, an ageing workforce and increased focus on mental and physical wellbeing support long-term demand, while the fragmented nature of the market leaves substantial room for consolidation. The Enlarged Group will offer a broader, more integrated service proposition, benefit from revenue synergies through cross-selling and reduced churn, and capture operational efficiencies through central function alignment, estate rationalisation and leveraging Optima's existing technology and AI-led transformation, including a strengthened position in Ireland and for multinationals operating across both jurisdictions.

                Description of the Open Offer

The Issue Price represents a discount of approximately 17.8 per cent. to the closing mid-market price of 213 pence per on 13 February 2026, being the latest practicable date prior to the announcement of the Acquisition and the intention to conduct the Open Offer.

Subject to the fulfilment of the condition set out below and in Part III of the Circular, Qualifying Shareholders are being given the opportunity to (i) subscribe for their Basic Entitlement; and (ii) provided that they take up their Basic Entitlement in full, apply for Excess Entitlements through the Excess Application Facility on the basis of:

1 Open Offer Share for every 4.439 Existing Ordinary Shares

held by and registered in the names of Qualifying Shareholders at the Open Offer Record Date and Time on the terms and conditions set out in Part III of the Circular and, in the case of Qualifying Non-CREST Shareholders holding Existing Ordinary Shares in certificated form, the Application Form.

The Open Offer is conditional only upon the AIM Admission becoming effective, which is expected to happen at 8.00 a.m. on 24 April 2026.

The Open Offer Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all future dividends and other distributions declared, made or paid after the date of their issue.

The Open Offer will result in the issue of 19,999,149 Open Offer Shares, which will represent approximately 18.39 per cent. of the Ordinary Shares in issue immediately following Admission.

Excess Entitlements

Provided a Qualifying Shareholder has accepted its Basic Entitlement in full, the Qualifying Shareholder may apply to acquire Excess Entitlements through the Excess Application Facility, should they wish to do so.

·      Qualifying Non-CREST Shareholders (i.e. qualifying holders of Existing Ordinary Shares who hold their shares in certificated form) wishing to apply for Excess Entitlements through the Excess Application Facility can do so by completing Boxes 6, 7, 8 and 9 of the Application Form.

·      Qualifying CREST Shareholders (i.e. qualifying holders of Existing Ordinary Shares who hold their shares in uncertificated form through CREST) will not receive an Application Form. Qualifying CREST Shareholders wishing to apply for Excess Entitlements through the Excess Application Facility by sending a USE instruction in respect of Excess Entitlements as set out in paragraph 2(b)(vi) of Part III of the Circular.

The total number of Open Offer Shares is fixed and will not be increased in response to any applications for Excess Entitlements under the Excess Application Facility. The number of Open Offer Shares available under the Excess Application Facility will therefore be equal to the number of Open Offer Shares not subscribed for by Qualifying Shareholders pursuant to their Basic Entitlements. Valid applications for Excess Entitlements under the Excess Application Facility will be allocated at the Company's discretion but having regard to Qualifying Shareholders' beneficial holdings of Existing Ordinary Shares as at the Open Offer Record Date and Time, and no assurance can be given that applications for Excess Entitlements by Qualifying Shareholders will be met in full or in part or at all. Excess monies in respect of applications which are not met in full will be returned to the applicant (at the applicant's risk) without interest as soon as practicable thereafter by way of cheque or CREST payment, as appropriate.

Further information on the Open Offer, including the terms and conditions of the Open Offer and the procedure for acceptance and payment and the procedure in respect of Basic Entitlements not taken up are set out in Part III of the Circular.

Qualifying Shareholders should note that the Open Offer is not a rights issue and therefore the Open Offer Shares which are not applied for by Qualifying Shareholders will not be sold in the market for the benefit of the Qualifying Shareholders who do not apply under the Open Offer. The Application Form is not a document of title and cannot be traded or otherwise transferred.

                Takeover Code

The Takeover Code applies to the Company. Under Rule 9 of the Takeover Code, any person who acquires an interest in shares (as defined in the Takeover Code) which, taken together with shares in which that person or any person acting in concert with that person is interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code is normally required to make an offer to all the remaining shareholders to acquire their shares.

Similarly, when any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of the voting rights of the company, an offer will normally be required if such person or any person acting in concert with that person acquires a further interest in shares which increases the percentage of shares carrying voting rights in which that person is interested.

Further, under Rule 37.1 of the Takeover Code, when a company redeems or purchases its own shares, any resulting increase in the percentage of voting rights carried by the shares in which a person, or group of persons acting in concert, is interested will be treated as an acquisition of interests in shares carrying voting rights for the purpose of Rule 9.1 of the Takeover Code.

Any offer under Rule 9 of the Takeover Code must be made in cash at the highest price paid by the person required to make the offer, or any person acting in concert with such person, for any interest in shares of the company during the 12 months prior to the announcement of the offer.

Following completion of the Open Offer and dependent on the take-up of Open Offer Entitlements by other Shareholders, the members of the LA Concert Party may be collectively interested in Ordinary Shares carrying more than 30 per cent. of the voting rights of the Company but will not hold Ordinary Shares carrying more than 50 per cent. of the voting rights of the Company. For so long as they continue to be acting in concert, any increase in their aggregate interest in Ordinary Shares will be subject to the provisions of Rule 9.

                Rule 9 Waiver and Maximum Control Position

The Panel may waive the requirement for a Mandatory Offer to be made in accordance with Rule 9 of the Takeover Code if, amongst other things, the shareholders of a company who are independent of the person who would otherwise be required to make an offer, and any person acting in concert with it, pass an ordinary resolution on a poll approving such a waiver.

The Company has agreed with the Panel that the following persons are acting in concert with each other in relation to the Company and are therefore members of the LA Concert Party:

·      LA;

·      Talisman Holding Group Limited and Deacon Street as entities controlled by LA (noting that Deacon Street is not a current shareholder of the Company); and

·      due to their business connections, Peter Gaze, Philip Johnson, Ian Robinson, Philip Osborne and Melquisedec Flores are presumed by the Panel to be acting in concert with LA and, as a result, they are also included in the LA Concert Party for all purposes in the Circular;

In aggregate, members of the LA Concert Party currently have interests in 27.22 per cent. of voting rights of the Company as at the Latest Practicable Date.

As noted above, pursuant to the Underwriting Commitment Letter, Deacon Street has agreed to underwrite the Open Offer up to a maximum aggregate value of £35,000,000. This could result in members of the LA Concert Party holding more than 30 per cent. of the voting rights of the Company. The Rule 9 Waiver Resolution is being sought to waive the obligation which would otherwise be imposed on the LA Concert Party to make a Mandatory Offer in that circumstance.

In the event that the Rule 9 Waiver Resolution is not passed, and the terms of the Underwriting Commitment Letter are enforced, the LA Concert Party may be required to make a Mandatory Offer which the Directors do not believe would be in the best interests of the Company.

If all of the Qualifying Shareholders take up their Basic Entitlements and participate in the Open Offer, the LA Concert Party's aggregate share of the voting rights of the Company will not significantly change and therefore will not trigger a Mandatory Offer.

However, if the Rule 9 Waiver Resolution is not passed and if:

·      all Qualifying Shareholders (other than Julia Robertson, Jonathan Thomas, Heidi Giles, Simon Arnold and Adam Councell[2]) renounce their Open Offer Entitlements;

·      no other person converts any convertible securities or exercises any options or any other right to subscribe for Ordinary Shares;

·      the LA Concert Party subscribe for all the remaining Open Offer Shares (either through participation in the Open Offer or through the Underwriting Commitment); and

·      there are no other changes to the Company's issued share capital,

the LA Concert Party would, in aggregate, be interested in a maximum of 44,117,373 Ordinary Shares, representing approximately 40.56 per cent. of the voting rights of the Company's issued share capital immediately following completion of the Open Offer and therefore would be required to make a Mandatory Offer. A table showing the maximum respective individual interests in Ordinary Shares immediately following completion of the Open Offer is set out in paragraph 6 of Part V of the Circular. In such circumstances, the LA Concert Party would be interested in Ordinary Shares carrying more than 30 per cent. of the voting rights of the Company but would not hold Ordinary Shares carrying more than 50 per cent. of the voting rights of the Company. For so long as they continue to be acting in concert, any increase in the aggregate interests in Ordinary Shares by any member of the LA Concert Party will be subject to the provisions of Rule 9 of the Takeover Code.

The Takeover Panel has agreed to waive the obligation of the LA Concert Party to make an offer that would otherwise arise under Rule 9 of the Takeover Code as a result of completion of the Open Offer, subject to the passing of the Rule 9 Waiver Resolution by the Independent Shareholders on a poll at the General Meeting. Accordingly, the Company is proposing the Rule 9 Waiver Resolution to seek approval from the Independent Shareholders. Members of the LA Concert Party are not entitled to vote on the Rule 9 Waiver Resolution at the General Meeting in respect of the Ordinary Shares they hold.

Under Rule 25.2 of the Takeover Code, any director who has a conflict of interest should normally be excluded from the recommendation of the board to the Independent Shareholders with respect to the proposed Rule 9 Waiver Resolution. As at the date of the Circular, no director of Optima is currently conflicted and therefore all directors are independent.

Independent Shareholders are therefore asked to vote in favour of the Rule 9 Resolution at the General Meeting.

Shareholders should note that, in the event that the Rule 9 Waiver Resolution is approved by Independent Shareholders, members of the LA Concert Party will not be restricted from making a subsequent offer for the Company in the future.

Following Admission, the aggregate shareholding of the LA Concert Party will remain below 50 per cent. of the voting rights of the Company even if they subscribe for all of the Open Offer Shares.

As set out above in this paragraph, there is a possibility that the LA Concert Parties at Admission are, in aggregate, interested in shares carrying more than 30 per cent. of the voting rights of the Company but not will hold shares carrying more than 50 per cent. of the voting rights of the Company. Any increase in the LA Concert Parties' interest in shares, or the acquisition of any Ordinary Shares, will remain subject to the provisions of Rule 9 of the Takeover Code.

Unless the Panel agrees otherwise, the Rule 9 Waiver will be invalidated if any purchases of Ordinary Shares are made by any member of the LA Concert Party in the period between the date of the Circular and the General Meeting.

Your attention is drawn to Part VII of the Circular, which sets out certain further information and financial information that is required to be disclosed in the Circular pursuant to the rules contained in the Takeover Code.

                Related Party Transactions

The fees payable to Deacon Street in relation to the Bridge Facility and the Underwriting Commitment are £2,500,000 plus VAT ("Deacon Street Fees"). Deacon Street is an entity controlled by LA who is a shareholder of more than 10 per cent. of the Company's current issued share capital. Deacon Street is therefore considered to be a related party of the Company for the purposes of Rule 13 of the AIM Rules for Companies (the "AIM Rules"). The Deacon Street Fees are unconditional and payable on the repayment date of the Bridge Facility.

The Bridge Facility, the Underwriting Commitment and the Deacon Street Fees constitute related party transactions for the purpose of the AIM Rules. The Board, who are independent of these transactions, having consulted with the Company's nominated adviser at the time these related party transactions were entered into, Panmure Liberum, considered that the terms of the Bridge Facility, the Underwriting Commitment and the Deacon Street Fees were fair and reasonable in so far as the Company's shareholders are concerned.

                Independent Advice

Panmure Liberum has provided competent, independent advice to the Directors, in accordance with the requirements of paragraph 4(a) of Appendix 1 to the Takeover Code, in relation to the granting of the Rule 9 Waiver.

This advice was provided by Panmure Liberum to the Directors only and, in providing such advice, Panmure Liberum has taken into account the Directors' commercial assessments as well as LA's future intentions in relation to the Company (as set out in paragraph 2.4 of Part V of the Circular). Panmure Liberum confirms that it is independent of LA and has no commercial relationship with him.

                General Meeting

Part VII of the Circular sets out a notice convening a General Meeting of Optima to be held at the offices of Allen Overy Shearman Sterling LLP, One Bishops Square, London, E1 6AD on 23 April 2026 at 2.00 p.m. (London time) to consider and, if thought fit, to approve the Rule 9 Waiver Resolution. The Rule 9 Waiver Resolution is set out in full in the Notice of General Meeting.

Optima has facilitated means by which all those holding Existing Ordinary Shares on the Register will be able to vote and/or appoint a proxy by electronic means, further details of which are set out in the explanatory notes in the Notice of General Meeting and in the accompanying Form of Proxy.

                The Rule 9 Waiver Resolution

The Rule 9 Waiver Resolution will be proposed as an Ordinary Resolution of the Independent Shareholders.

The Rule 9 Waiver Resolution is required for the reasons which are set out in paragraph 7 of Part I of the Circular. In accordance with the Takeover Code, the Rule 9 Waiver is subject to the passing of this resolution by the Independent Shareholders on a poll at the General Meeting. The members of the LA Concert Party are not eligible to vote on the Rule 9 Waiver Resolution.

If the Rule 9 Waiver Resolution is not approved at the General Meeting, and the terms of the Underwriting Commitment Letter are enforced, the LA Concert Party may (depending on levels of subscription pursuant to the Open Offer) be required to make a Mandatory Offer for the Ordinary Shares in the Company not already held by them.

                Director Intentions

Each of the directors holding Existing Ordinary Shares being Julia Robertson, Jonathan Thomas, Heidi Giles, Simon Arnold and Adam Councell have entered into a commitment to: (i) vote in favour of the Rule 9 Waiver Resolution at the General Meeting; and (ii) participate in the Open Offer.

Further details of the Director Commitments are set out at paragraph 9 of Part V of the Circular.

Additional information

Your attention is drawn to the additional information set out in Part V of the Circular. You are advised to read the whole of the Circular and not to rely solely on the information contained in this letter.

Overseas Shareholders

Part III of the Circular contains information in relation to the Open Offer for Overseas Shareholders who have registered addresses outside the United Kingdom, or who are residents of or located in countries other than the United Kingdom.

Subject to certain exceptions, Shareholders who are resident or located in any one of the Excluded Jurisdictions will not be entitled to participate in the Open Offer and the Circular will not be posted to them.

Action to be taken in respect of the General Meeting

Actions in relation to Qualifying Non-CREST Shareholders

If you hold your Existing Ordinary Shares in certificated form, a Form of Proxy for use at the General Meeting accompanies the Circular. The Form of Proxy should be completed and signed in accordance with the instructions thereon and returned to the Registrar, MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, as soon as possible, but in any event so as to be received by no later than 2.00 p.m. on 21 April 2026 (or, if the General Meeting is adjourned or postponed, 48 hours (excluding any part of a day that is not a working day) before the time fixed for the adjourned or postponed meeting).

Actions in relation to Qualifying CREST Shareholders

If you hold your Existing Ordinary Shares in uncertificated form in CREST, you may vote using the CREST Proxy Voting service in accordance with the procedures set out in the CREST Manual. Further details are also set out in the notes accompanying the Notice of General Meeting at the end of the Circular. Proxies submitted via CREST must be received by the Registrar (Participant ID: RA10) by no later than 2.00 p.m. on 21 April 2026 (or, if the General Meeting is adjourned or postponed, 48 hours (excluding any part of a day that is not a working day) before the time fixed for the adjourned or postponed meeting). The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in the CREST Regulations.

                Admission, Settlement and Crest

Application will be made to the London Stock Exchange for the Open Offer Shares to be admitted to trading on AIM. It is expected that Admission will become effective at 8.00 a.m. on 24 April 2026.

The Articles permit the Company to issue shares in uncertificated form. CREST is a computerised paperless share transfer and settlement system which allows shares and other securities to be held in electronic rather than paper form. The Existing Ordinary Shares are already admitted to CREST and therefore the Open Offer Shares will also be eligible for settlement in CREST. CREST is a voluntary system and Shareholders who wish to retain certificates will be able to do so upon request. It is expected that Open Offer Shares due to uncertificated holders will be delivered in CREST as soon as practicable after 8.00 a.m. on 24 April 2026.

                Importance of voting

Shareholders should be aware that, if the Rule 9 Waiver Resolution is not passed at the General Meeting, and the Underwriting Commitment Letter is enforced, the LA Concert Party may (depending on the levels of subscription pursuant to the Open Offer) be required to make a Mandatory Offer for all of the Ordinary Shares in the Company not already held by them in accordance with Rule 9 of the Takeover Code.

Shareholders should also note that, if the Rule 9 Waiver Resolution is not passed at the General Meeting and the Underwriting Commitment Letter is not enforced or not enforced in full by the Company, the Company will not receive the proceeds of the Open Offer in full and the Bridge Facility, which is immediately repayable at the end of its term, may not be capable of repayment in full from the proceeds of the Open Offer. In such circumstances the Company will consider how best to pay down the Bridge Facility, which would likely involve further debt or equity financing.

In addition, the terms of the Bridge Facility provide that interest will become payable if the Bridge Facility is not repaid within three months of being drawn.

                Recommendation of Directors

The Rule 9 Waiver Resolution avoids the requirement for the LA Concert Party to make a Mandatory Offer, which the Directors do not believe would be in the best interests of the Company.

The Directors, having been so advised by Panmure Liberum, consider the Rule 9 Waiver Resolution to be fair and reasonable and in the best interests of the Independent Shareholders and Company as a whole and hereby recommend unanimously that the Independent Shareholders vote, or procure the vote, in favour of the Rule 9 Waiver Resolution.

Panmure Liberum, as the Company's independent financial adviser, has provided formal advice to the Independent Directors that it considers the Rule 9 Waiver Resolution, the controlling position which it may create (depending on the levels of subscription pursuant to the Open Offer) and the effect which it might have on the Shareholders generally to be fair and reasonable and in the best interests of Shareholders and the Company as a whole. In providing this advice, Panmure Liberum has taken into account the Directors' commercial assessments as well as LA's future intentions in relation to the Company (as set out in paragraph 2.4 of Part V of the Circular).

The Directors who hold Existing Ordinary Shares have committed to vote in favour of all the Rule 9 Waiver Resolution in respect of their own shareholdings amounting to 378,143 Existing Ordinary Shares (representing 0.43 per cent. of the Existing Ordinary Shares in issue as at the Latest Practicable Date).

Appendix III

Definitions

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

Acquisition	has the meaning given in paragraph I of Part I of the Circular
Acquisition Agreement	has the meaning given in paragraph 11.3 of Part V of the Circular
Admission	AIM Admission
AIM	the AIM Market, the multi-lateral trading facility operated by the London Stock Exchange
AIM Admission	admission of the Open Offer Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies
AIM Rules or AIM Rules for Companies	the AIM Rules for Companies, as published and amended from time to time by the London Stock Exchange
Annual General Meeting	the Company's annual general meeting held on 1 September 2025
Application Form	the application form accompanying the Circular in respect of the Open Offer for those Qualifying Shareholders who are Non-CREST Shareholders
Articles	the existing articles of incorporation of the Company as at the date of the Circular
Bank Facilities	has the meaning given in paragraph 11.4 of Part V of the Circular
Basic Entitlement	entitlement to subscribe for Open Offer Shares, allocated to a Shareholder pursuant to the Open Offer and available only to Qualifying Shareholders on the basis of 1 Open Offer Share for every 4.439 Existing Ordinary Shares held at the Open Offer Record Date and Time
Board or Directors	the Company's directors, whose names are out in paragraph 3 of Part V of the Circular
Bridge Facility	has the meaning given in paragraph 1 of Part I of the Circular
Business Day	a day (excluding Saturday, Sunday and public holidays) on which banks generally are open for business in the City of London for the transaction of normal banking business
Cavendish	Cavendish Capital Markets Limited
certificated or certificated form	means in relation to a share or other security, a share or other security which is not in uncertificated form (that is, not in CREST)
Circular	the circular to Shareholders, and all documents bound herein, dated 31 March 2026
Companies Act	the Companies Act 2006 of England and Wales, as amended from time to time
Company or Optima	Optima Health plc, a company incorporated under the Companies Law and registered in England and Wales, with registered number 13886031
CREST	the system for the paperless settlement of trades in securities and the holding of uncertificated securities in accordance with the CREST Regulations operated by Euroclear
CREST Manual	the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CREST CCSS Operations Manual, Daily Timetable, CREST Application Procedure and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July 1996, as amended from time to time)
CREST Member	a person who has been admitted by Euroclear 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 2009
CREST Sponsor	a CREST Participant admitted to CREST as a CREST Sponsor
CREST Sponsored Member	a CREST Member admitted to CREST as a sponsored member
Code	US Internal Revenue Code of 1986
Daily Official List	the Daily Official List published by the London Stock Exchange
Data Protection Legislation	has the meaning given in section B of Part II of the Circular
Deacon Street	Deacon Street Partners Limited, a company incorporated under the Companies Law and registered in England and Wales, with registered number 05707007
Deacon Street Fees	has the meaning given in paragraph 8 of Part I of the Circular
Director Commitments	has the meaning given in paragraph 9 of Part V of the Circular
Disclosure Guidance and Transparency Rules	the disclosure guidance rules and transparency rules made by the FCA under Part VI of FSMA (as set out in the FCA Handbook) as amended from time to time
document of title	share certificates, certified transfer deeds, balance receipts or any other documents of title to the Shares
Effective Date	has the meaning given in paragraph 11.4 of Part V of the Circular
Enlarged Group	the Optima Group directly after the Acquisition
Enlarged Share Capital	the Issued Share Capital of the Company as enlarged by the issue of the Open Offer Shares
Euroclear or Euroclear UK & International	Euroclear UK & International Limited, the operator of CREST
EU GDPR	has the meaning given in section A of Part II of the Circular
EUWA	the European Union (Withdrawal) Act 2018
Excess Application Facility	the facility through which Qualifying Shareholders may apply for Excess Entitlements
Excess Entitlements	the entitlement of Qualifying Shareholders to apply for Open Offer Shares pursuant to the Excess Application Facility in excess of their Basic Entitlements, which is conditional on such Qualifying Shareholder taking up their Basic Entitlement in full and will be allocated at the discretion of the Company but having regard to Qualifying Shares' beneficial holdings of Existing Ordinary Shares as at the Open Offer Record Date and Time
Excess Shares	the excess Open Offer Shares being applied for by LA by way of Excess Entitlements
Excluded Jurisdictions	the United States, Australia, New Zealand, Canada, Singapore and Japan and any other jurisdiction (subject to certain limited exceptions) where the Company is advised that the allotment or issue of the Open Offer Shares pursuant to the Open Offer would or may infringe the relevant laws and regulations of such jurisdiction or would or may require the Company to obtain any governmental or other consent or to effect any registration, filing or other formality which, in the opinion of the Company, it would be unable to comply with or is unduly onerous and Excluded Jurisdiction means any one of them
Executive Directors	Heidi Giles and Jonathan Thomas
Ex-Entitlement Date	the date on which the Ordinary Shares are marked 'ex' for entitlement by the London Stock Exchange under the Open Offer, being 8.00 a.m. on 1 April 2026
Existing Ordinary Shares	the 88,776,226 Ordinary Shares in issue on the Latest Practicable Date
General Meeting or Meeting	the general meeting of the Company convened for 2.00 p.m. (London time) at the offices of Allen Overy Shearman Sterling LLP, One Bishops Square, London E1 6AD on 23 April 2026 by the Notice of General Meeting and any adjournment or postponement thereof
FCA	the Financial Conduct Authority of the United Kingdom acting in its capacity as the competent authority for the purposes of Part VI of the FSMA
FCA Handbook	the FCA's Handbook or Rules and Guidance, as amended from time to time
Form of Proxy	the white form of proxy, for use by shareholders whose Ordinary Shares are admitted to AIM, accompanying the Circular for use at the General Meeting
FSMA	the Financial Services and Markets Act 2000 of England and Wales (as amended)
Group or Optima Group	Optima and each of its direct and indirect subsidiaries from time to time (where "subsidiary" shall have the meaning ascribed to it in the Companies Act)
Independent Shareholders	Shareholders who are independent of LA and any person acting in concert with him (as defined by the Takeover Code) which, for the purposes of the Waiver, excludes all members of the LA Concert Party (more detail in paragraph 7 of Part I of the Circular)
IRS	U.S. Internal Revenue Service
ISIN	the international securities identification number
Issue Price	the price at which Open Offer Shares will be issued to Qualifying Shareholders pursuant to the Open Offer, being 175 pence per Open Offer Share
Issued Share Capital	except where stated to the contrary, the issued share capital of the Company (excluding treasury shares)
Latest Practicable Date	30 March 2026, being the latest practicable date prior to the date of the Circular
LA	Lord Ashcroft KCMG PC
LA Concert Party	LA, Deacon Street, Talisman Holding Group Limited, Mr Melquisedec Flores, Mr Peter Gaze, Mr Philip Johnson, Mr Ian Robinson and Mr Philip Osborne
LA Shareholder Entities	Talisman Holding Group Limited, Redmayne (Nominees) Limited, The Bank of New York (Nominees) Limited
London Stock Exchange or LSE	London Stock Exchange plc
Mandatory Offer	has the meaning given in paragraph 1 of Part I of the Circular
Memorandum	the memorandum of incorporation of the Company
Money Laundering Regulations	has the meaning given in paragraph 3(a) of Part III of the Circular
New Debt Facilities	has the meaning given in paragraph 1 of Part I of the Circular
Non-CREST Shareholders	Shareholders whose Ordinary Shares are on the Company's (AIM) register and are held in certificated form
Non-Executive Directors	Julia Robertson, Adam Councell, Michael Ettling and Simon Arnold
Notice of General Meeting or Notice	the notice of the General Meeting set out in Part VII of the Circular
Open Offer	the invitation by the Company to Qualifying Shareholders to subscribe for the Open Offer Shares at the issue Price on the terms and subject to the conditions set out in Part III of the Circular, and, in the case of Qualifying Non-CREST Shareholders, in the Application Form accompanying the Circular
Open Offer Entitlements	entitlement to subscribe for the Open Offer Shares pursuant to the Basic Entitlement and Excess Entitlement
Open Offer Record Date and Time	the record time(s) for participation in the Open Offer, being 6.00 p.m. (London time) on 27 March 2026
Open Offer Shares	19,999,149 new Ordinary Shares to be issued pursuant to the Open Offer
Optima OHSP	the Optima Health Share Plan
Ordinary Resolution	a resolution, taken in accordance with the Articles and the Companies Law, passed by a simple majority of the Shareholders, present or by proxy, at the meeting, convened with the proper notice of the meeting having been provided to the Shareholders
Ordinary Shares or Shares	the ordinary shares with a par value of one pence each in the capital of the Company
Overseas Shareholders	Shareholders or Qualifying Shareholders, as the context so requires, who have registered addresses, or who are located or resident, outside the United Kingdom
Panel or Takeover Panel	means the Panel on Takeovers and Mergers of the United Kingdom
PAM	PAM Healthcare Limited, a company incorporated under the Companies Law and registered in England and Wales, with registered number 13458429
Panmure Liberum or Nominated Adviser or Joint Corporate Broker	Panmure Liberum Limited, the nominated adviser, and joint corporate broker to the Company in connection with the Open Offer and the Rule 9 Waiver Resolution
Participant ID	the identification code or membership number used in CREST to identify a particular CREST Member or CREST Participant
PFIC	Passive Foreign Investment Company
QEF	Qualified Electing Fund
QIB	a qualified institutional buyer as defined in Rule 144A under the US Securities Act
QIB Investor Letter	the letter containing certain representations, warranties and agreements required to be made by QIBs in the United States in order for such QIBs to participate in the Open Offer and which must be duly executed and delivered by such QIBs to the Company
Qualifying CREST Shareholder	Shareholders (other than those resident in an Excluded Jurisdiction, unless such Shareholder is a QIB who has delivered to the Company a duly executed QIB Investor Letter) whose Ordinary Shares are on the Company's (AIM) register at the Open Offer Record Date and Time and which are held in uncertificated form and held through CREST
Qualifying Non-CREST Shareholder	Shareholders (other than those resident in an Excluded Jurisdiction, unless such Shareholder is a QIB who has delivered to the Company a duly executed QIB Investor Letter) whose Ordinary Shares are on the Company's (AIM) register at the Open Offer Record Date and Time and which are in certificated form
Qualifying Shareholder	a Qualifying Non-CREST Shareholder, or Qualifying CREST Shareholder, as the case may be
Register	the register of members of the Company maintained in the United Kingdom
Registrar	MUFG Corporate Markets (UK) Limited
Regulation S	Regulation S under the US Securities Act
Receiving Agent	MUFG Corporate Markets, Corporate Actions, Central Square,29 Wellington Street, Leeds LS1 4DL
Regulatory Information Service	any of the services set out in the list of Primary Information Providers maintained by the FCA
Rule 9	Rule 9 of the Takeover Code
Rule 9 Waiver	the waiver granted by the Panel, conditional on the passing of the Rule 9 Waiver Resolution by Independent Shareholders, of any requirement under Rule 9 of the Takeover Code for the LA Concert Party to make a mandatory general offer to all Shareholders of the Company, which may otherwise arise as a result of Deacon Street's Underwriting Commitment
Rule 9 Waiver Resolution	ordinary resolution to be proposed at the General Meeting as set out in the Notice of General Meeting for the Independent Shareholders to approve the Rule 9 Waiver
Shareholder Helpline	the relevant helpline telephone number listed in the paragraph 20.2 of Part V of the Circular
Shareholders	holders of Existing Ordinary Shares
Special Resolution	a resolution taken in accordance with the Articles and the Companies Law, passed by a majority of not less than 75 per cent. of the votes of the Shareholders, present or by proxy, at the meeting convened with the proper notice of the meeting having been provided to the Shareholders
sterling or £ or GBP, or pence or p	the lawful currency of the United Kingdom from time to time
Takeover Code	the City Code on Takeovers and Mergers issued from time to time by or on behalf of the Panel on Takeovers and Mergers
Tax Covenant	has the meaning given in paragraph 11.3 of Part V of the Circular
Treaty	has the meaning given in paragraph 6 of Part III of the Circular
uncertificated or in uncertificated form	in respect of a Qualifying Shareholder, describes the form of a share held by such person in CREST
Underwriting Commitment Letter	the Underwriting Commitment Letter dated 12 February 2026 entered into between Deacon Street and the Company pursuant to which Deacon Street has undertaken to underwrite the Open Offer and more fully described in paragraph 11.1 of Part V of the Circular, and the commitments within shall be referred to as the Underwriting Commitment
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland
UK GDPR	has the meaning given in section A of Part II of the Circular
United States or US	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia
US Holder	has the meaning given in paragraph 6 of Part III of the Circular
US Securities Act	the United States Securities Act of 1933, as amended
US Securities and Exchange Commission	the United States government agency having primary responsibility for enforcing the federal securities laws and regulating the securities industry/stock market
Voting Record Time	the time at which Shareholders must be on the Company's register of members in order to be able to attend and vote at the General Meeting

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[1]        Note: This figure assumes that no Qualifying Shareholders participate in the Open Offer other than Julia Robertson, Jonathan Thomas, Heidi Giles, Simon Arnold and Adam Councell who subscribe for 47,246 Open Offer Shares in aggregate and that the LA Concert Parties subscribe for the remainder of the Open Offer Shares.

[2]        Note: This paragraph assumes that only Julia Robertson, Jonathan Thomas, Heidi Giles, Simon Arnold and Adam Councell participate in the Open Offer and subscribe for 47,246 Open Offer Shares in aggregate.

 

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