Update on Letter of Intent
Summary by AI BETAClose X
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.
For immediate release
3 September 2026
Disclosure under Rule 2.10(c) of the Takeover Code in respect of the
Recommended acquisition
of
Pinewood Technologies Group plc ("Pinewood.AI")
by
U.K. Piston Bidco Limited ("Bidco")
(a newly formed company indirectly owned by entities administered by Ridgeview Partners LLC)
Update on letter of intent given by Feoh Investments UK LLP ("Feoh")
On 19 August 2026 the Boards of Pinewood.AI and Bidco announced Bidco's firm intention to make a recommended offer for the entire issued and to be issued share capital of Pinewood.AI (the "Recommended Offer").
Capitalised terms used in this announcement, unless otherwise defined, shall have the meanings given to them in the Recommended Offer announcement on 19 August 2026 (the "Announcement").
As set out in the Announcement, on 19 August, Feoh gave a letter of intent to Bidco in support of the terms of the Recommended Offer in respect of 4,014,640 Pinewood.AI Shares (representing approximately 3.49 per cent. of the existing issued ordinary share capital of Pinewood.AI) as at 18 August 2026, being the Business Day prior to the date of the Announcement.
As at 2 September 2026 and as described in the 2.10(c) announcement released on that date, Feoh had sold a total of 2,444,759 Pinewood.AI shares as a result of which the total number of Pinewood.AI Shares which remained subject to the revised letter of intent given by Feoh dated 31 August 2026 was 1,569,881 Pinewood.AI Shares.
On 2 September 2026, Bidco was informed by Feoh that it had disposed of a further 4,020 Pinewood.AI Shares. Accordingly, Feoh informed Bidco that the total number of Pinewood.AI Shares which remain subject to the letter of intent dated 31 August 2026 is 1,565,861 Pinewood.AI Shares (representing approximately 1.36 per cent. of the existing issued ordinary share capital of Pinewood.AI as at the close of business on 2 September 2026, being the Business Day prior to the date of this announcement), as reflected in a new letter of intent (the "Feoh Further Revised Letter of Intent"). The Feoh Further Revised Letter of Intent confirms that if Feoh sells further Pinewood.AI Shares it will continue to apply to such number of Pinewood.AI Shares over which Feoh is from time to time able to exercise the relevant rights, including voting rights.
Taking this into account, the Feoh Further Revised Letter of Intent and the irrevocable undertakings received by Bidco now represent, in aggregate, 53,578,969 Pinewood.AI Shares (representing approximately 46.55 per cent. of the existing issued ordinary share capital of Pinewood.AI as at the close of business on 2 September 2026, being the Business Day prior to the date of this announcement), although the number of Pinewood.AI Shares covered by the Feoh Further Revised Letter of Intent may reduce from time to time.
This announcement is made in accordance with Rule 2.10(c) of the Code.
For further information please contact:
|
Bidco and Ridgeview Dana Gorman (H-Advisors, PR Adviser to Ridgeview)
|
+1 212 371 5999 |
|
RBC (Financial Adviser to Bidco and Ridgeview) Mark Preston Ken Martin Andrew Diggles Samuel Jackson
|
+44 20 7653 4000 |
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 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 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. The Recommended Offer will be made solely by the relevant 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 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.
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