Update on Letter of Intent

Ridgeview Partners LLC

07 August 2026

 

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

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.10 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE.

For immediate release

7 August 2026

Disclosure under Rule 2.10(c) of the Takeover Code in respect of the

Possible offer

for

Pinewood Technologies Group plc ("Pinewood.AI")

by

U.K. Piston Bidco Limited ("Ridgeview Bidco")

(a newly formed company indirectly owned by entities administered by Ridgeview Partners LLC)

Update on letter of intent given by Working Capital Advisors (UK) Limited ("Working Capital")

On 24 July 2026, the Boards of Pinewood.AI and Ridgeview Bidco announced that Ridgeview Bidco has made a non-binding offer for the entire issued and to be issued share capital of Pinewood.AI (the "Possible Offer").

Capitalised terms used in this announcement, unless otherwise defined, shall have the meanings given to them in the Possible Offer announcement on 24 July 2026 (the "Announcement").

As set out in the Announcement, Working Capital gave a letter of intent to Ridgeview Bidco in support of the Possible Offer in respect of 8,279,905 Pinewood.AI Shares (representing approximately 7.19 per cent. of the existing issued ordinary share capital of Pinewood.AI) as at 23 July 2026, being the Business Day prior to the date of the Announcement (the "Working Capital Letter of Intent").

On 4 August 2026, Ridgeview Bidco was informed by Working Capital that it had disposed of 1,250,000 Pinewood.AI Shares which were subject to the Working Capital Letter of Intent. Accordingly, Working Capital informed Ridgeview Bidco that the total number of Pinewood.AI Shares which remain subject to the Working Capital Letter of Intent is 7,029,905 Pinewood.AI Shares (representing approximately 6.11 per cent. of the existing issued ordinary share capital of Pinewood.AI as at the close of business on 6 August 2026, being the Business Day prior to the date of this announcement).

Taking this into account, the Letters of Intent received by Ridgeview Bidco now represent, in aggregate, 54,809,890 Pinewood.AI Shares (representing approximately 47.62 per cent. of the existing issued ordinary share capital of Pinewood.AI as at the close of business on 6 August 2026, being the Business Day prior to the date of this announcement).

This announcement is made in accordance with Rule 2.10(c) of the Code.

For further information please contact:

Ridgeview Bidco and Ridgeview Dana Gorman (H-Advisors, PR Adviser to Ridgeview)	[phone]
RBC (Financial Adviser to Ridgeview Bidco and Ridgeview) Mark Preston Ken Martin Andrew Diggles Samuel Jackson	[phone]

Disclaimers

RBC Europe Limited ("RBC"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively as financial adviser to Ridgeview Bidco and Ridgeview and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Ridgeview Bidco and Ridgeview for providing the protections afforded to clients of RBC nor for providing advice in relation to the matters referred to in this announcement. Neither RBC nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, tort, in delict, under statute or otherwise) to any person who is not a client of RBC in connection with this announcement or any matter referred to herein.

Further information

This announcement is for information purposes and is not intended to and does not constitute, or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise, nor shall there be any purchase, sale, issuance, exchange or transfer of securities of Pinewood.AI in any jurisdiction in contravention of applicable law. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of Pinewood.AI who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Pinewood.AI who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the website of Pinewood.AI at www.Pinewood.AI and of Ridgeview Bidco and Ridgeview at https://www.Ridgeview-partners.com/ promptly and by no later than 12 noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

END