Result of Placing and Notice of General Meeting

Portmeirion Group PLC

04 June 2026

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

For immediate release

4 June 2026

Portmeirion Group plc

("Portmeirion" or the "Company")

Result of Placing

 and

Notice of General Meeting

Upsized Placing raising £17.0 million

Portmeirion Group plc (AIM: PMP), the global homeware brands group, is pleased to announce that, further to the announcement made yesterday regarding the Fundraise (the "Launch Announcement"), it has conditionally raised gross proceeds of £17.0 million (before fees and expenses) by way of a placing (the "Placing") of 34,000,000 ordinary shares of 5 pence each (the "Ordinary Shares") in the capital of the Company (the "Placing Shares") at a price of 50 pence per Placing Share (the "Issue Price").

The Launch Announcement detailed a Placing size of at least £15.0 million. Given the significant oversubscription following the launch of Placing and the desire to further strengthen the Group's balance sheet in line with its 'Fortress Balance Sheet', strategy, the Board has decided to upsize the Placing to £17.0 million.

Shore Capital Stockbrokers Limited ("SCS") is acting as sole bookrunner in connection with the Placing (the "Bookrunner"). Allocations in the Placing will be confirmed to Placees as soon as practicable today. 

Capitalised terms not defined in this announcement (this "Announcement") have the meanings given to them announcement issued by the Company on 3 June 2026 regarding the Fundraise.

Highlights

·	The Company has conditionally raised, in aggregate, gross proceeds of £17.0 million at the Issue Price through an upsized Placing.
·	All Directors are participating in the Placing and have agreed to subscribe for an aggregate amount of £250,000.
·	On Admission, the Placing Shares will represent approximately 70.8 per cent. of the Company's issued ordinary share capital as enlarged by the Placing.

Peter Tracey, Non-Executive Chairman of Portmeirion Group commented:

"This Placing marks a major step forward towards achieving our Fortress Balance Sheet objective. On completion of the Placing, and with a new 5-year ABL facility in place, we can focus on delivering our 'Portmeirion: Elevated' transformation plan from a position of financial strength. We expect the balance sheet to improve further over the next 12 months with the self-help initiatives we have already announced.

We are delighted to see the Placing has been significantly oversubscribed and we are grateful to all participating shareholders for their support, from Sweden and Great Britain, existing and new. We have an experienced senior leadership team in place led by CEO Michael Scheepers, an exciting growth plan for 2027 and beyond, a substantially strengthened financial position and a portfolio of exceptional homeware brands. This gives the Board significant confidence in the medium- and long-term prospects for the Company to create substantial value for our shareholders."

ENQUIRIES:

Portmeirion Group PLC:
Peter Tracey, Non-Executive Chair	Via Houston PR
Michael Scheepers, Chief Executive Officer
Jon Hill, Group Finance Director
Houston (PR advisers)	[e-mail]
Kate Hoare	[phone]
Charlie Barker	[phone]
Shore Capital: (Nominated Adviser and Sole Bookrunner):	[phone]
Patrick Castle Lucy Bowden
Isobel Jones

NOTES TO EDITOR:

Portmeirion Group PLC is a global homeware brands group based in Stoke-on-Trent, England. The Group owns six unrivalled heritage and contemporary brands: Spode, Portmeirion, Royal Worcester, Pimpernel, Wax Lyrical, and Nambé. The Group serves markets across the world, with global demand driven by diversified international markets including the key geographies of North America, UK, and South Korea.

The Company's LEI is 213800E9IW8V7ILK8L47.

This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.

Further Information

Retail Offer

The Company will also launch a Retail Offer through the Bookbuild Platform to raise gross proceeds of up to £2 million (before fees and expenses). The Retail Offer provides existing retail Shareholders in the United Kingdom with an opportunity to participate in the Fundraising at the same price as the Placing. The results of the Retail Offer are expected to be announced on 10 June 2026.

Directors' participation in the Placing

The Directors have participated in the Placing as set out below (the "Directors' Participation").

Director	Position	Amount (£)	Placing Shares
Angela Luger	Senior Non-Executive Director	15,000	30,000
Jeremy Wilson	Non-Executive Director	20,000	40,000
Jonathan Hill	Group Finance Director	50,000	100,000
Michael Scheepers	Chief Executive Officer	50,000	100,000
Peter Tracey	Non-Executive Chairman	115,000	230,000
Total		250,000	500,000

Substantial Shareholder participation in the Fundraise

Further to the Fundraise announcement, AB Traction and Peter Gyllenhammar AB are participating in the Fundraise as set out below.

AB Traction has agreed to subscribe for 11,000,000 Placing Shares. As at 2 June 2026, being the last business day prior to the date of the Launch Announcement, so far as the Company is aware, AB Traction held 2,233,408 Existing Ordinary Shares representing 15.93 per cent. of the Company's issued share capital. As such, AB Traction is a substantial shareholder of the Company and its participation in the Placing is considered to be a related party transaction pursuant to AIM Rule 13. The Directors consider, having consulted with the Company's nominated adviser, Shore Capital & Corporate Limited, that the terms of AB Traction's participation in the Placing are fair and reasonable insofar as the Shareholders are concerned.

Peter Gyllenhammar AB has agreed to subscribe for 2,000,000 Placing Shares. As at 2 June 2026, being the last business day prior to the date of the Launch Announcement, so far as the Company is aware, Peter Gyllenhammar AB held 1,818,050 Existing Ordinary Shares representing 12.97 per cent. of the Company's issued share capital. As such, Peter Gyllenhammar AB is a substantial shareholder of the Company and its participation in the Placing is considered to be a related party transaction pursuant to AIM Rule 13. The Directors consider, having consulted with the Company's nominated adviser, Shore Capital & Corporate Limited, that the terms of Peter Gyllenhammar AB's participation in the Placing are fair and reasonable insofar as the Shareholders are concerned.

Details of the Placing

The Placing is conditional upon, inter alia, the passing of the Resolutions and the Placing Agreement between the Company and the Bookrunner not having been terminated in accordance with its terms. The Retail Offer is conditional on the Placing but the Placing is not conditional on the Retail Offer.

A circular (the "Circular"), containing details of the Fundraise and convening a general meeting of the Company is expected to be posted to Shareholders on 5 June 2026. The General Meeting is proposed to be held at the Company's registered office, being London Road, Stoke On Trent, Staffordshire, ST4 7QQ, at 10:00 a.m. on 23 June 2026 (the "General Meeting") in order to pass the resolutions (the "Resolutions). The Circular will be available on the Company's website when published at https://www.portmeiriongroup.com/investors/aim-rule-26.

Irrevocable Undertakings

In consideration of the Company agreeing to launch the Fundraise, publish the Circular and convene the General Meeting, the Shareholders, as set out below, have provided irrevocable undertakings to vote or, where applicable, to procure the casting of votes by the registered holder, in favour of the Resolutions.

Accordingly, in aggregate, irrevocable undertakings have been received from Shareholders who, in aggregate, hold 6,996,120 Existing Ordinary Shares, representing 49.90 per cent. of the Existing Ordinary Shares.

Shareholders

Name	Ordinary Shares subject to irrevocable	Percentage of Existing Ordinary Shares
AB Traction	2,233,408	15.93
The Caroline Fulbright Settlement	1,436,195	10.24
Shahrzad Farhadi	632,333	4.51
Kamrouz Farhadi	562,917	4.01
Charles Stanley	394,000	2.81
The Second Caroline Fulbright Settlement	356,077	2.54
Robin Llwelyn	192,000	1.37
Jeremy Robert Stiff	165,906	1.18
Caroline Anwyl Cooper-Willis	160,000	1.14
Sian Cwper	155,901	1.11
Kian Farhadi	142,631	1.02
Ata Farhadi	142,631	1.02
Ymddiriedolaeth Susan Williams-Ellis Foundation	44,308	0.32
Seran Arianwen Dolma	42,000	0.30
Melangell Dolma	42,000	0.30
Ceirios Huws	42,000	0.30
Enfys Angharad Maloney	42,000	0.30
Miranda Fulbright	42,000	0.30
Aeronwen Rose Fulbright-Vickers	22,866	0.16
Total	6,851,173	48.86

Directors

Name	Position	Ordinary Shares subject to irrevocable	Percentage of Existing Ordinary Shares
Peter Tracey	Non-Executive Chairman	140,000	1.00
Angela Luger	Senior Non-Executive Director	3,947	0.03
Jeremy Wilson	Non-Executive Director	1,000	0.01
Total		144,947	1.04

Admission, settlement and dealings

Application will be made to the London Stock Exchange for the Placing Shares and the Retail Offer Shares to be admitted to trading on the AIM market of the London Stock Exchange ("Admission").

Admission is expected to take place at 8.00 a.m. on 24 June 2026 and dealings in the Placing Shares and the Retail Offer Shares are expected to commence at 8.00 a.m. on 24 June 2026 or, in each case, such later time and/or date as the Sole Bookrunner and the Company agrees (being in any event no later than 8.00 a.m. on 30 June 2026).

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

The Placing Shares and the Retail Offer Shares will be in registered form and will be capable of being held in either certificated or uncertificated form (i.e. in CREST). Accordingly, following Admission, settlement of transactions in the Ordinary Shares may take place within the CREST system if a Shareholder so wishes. Shareholders who wish to receive and retain share certificates are able to do so.

The ISIN number of the New Ordinary Shares is GB0006957293. The TIDM is PMP.

The person responsible for arranging the release of this Announcement on behalf of the Company is Jonathan Hill, a Director of the Company.

Important Notices

SCC which is authorised and regulated in the UK by the FCA, is acting as nominated adviser to the Company in connection with the matters described in this Announcement and is not acting for any other persons in relation to the Fundraise and Admission. SCC is acting exclusively for the Company and for no one else in relation to the contents of this Announcement and persons receiving this Announcement should note that SCC will not be responsible to anyone other than the Company for providing the protections afforded to clients of SCC or for advising any other person on the arrangements described in this Announcement. The responsibilities of SCC as the Company's nominated adviser under the AIM Rules and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director, Shareholder, or other person in respect of their decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or otherwise.

SCS which is authorised and regulated in the UK by the FCA, is acting as Bookrunner to the Company in connection with the matters described in this Announcement and is not acting for any other persons in relation to the Fundraise and Admission. SCS is acting exclusively for the Company and for no one else in relation to the contents of this Announcement and persons receiving this Announcement should note that SCS will not be responsible to anyone other than the Company for providing the protections afforded to clients of SCS or for advising any other person on the arrangements described in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Bookrunner or by any of its Representatives as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

This Announcement may contain, or may be deemed to contain, "forward-looking statements" with respect to certain of Portmeirion's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of Portmeirion, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which Portmeirion and its affiliates operate, the effect of volatility in the equity, capital and credit markets on Portmeirion's profitability and ability to access capital and credit, a decline in Portmeirion's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of Portmeirion may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of Portmeirion speak only as of the date they are made. Except as required by applicable law or regulation, Portmeirion expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in Portmeirion's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of Portmeirion for the current or future financial years would necessarily match or exceed the historical published earnings per share of Portmeirion.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Investors who have chosen to participate in the Fundraise, by making or accepting an oral, electronic or written and legally binding offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety and to be making an offer and acquiring the Placing Shares on the terms and subject to the conditions contained herein and to be providing the confirmations, representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.

This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unauthorised or unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction.

The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or any other jurisdiction of the United States. Accordingly, the Placing Shares will be offered and sold only outside of the United States in "offshore transactions" (as such term is defined in Regulation S under the Securities Act ("Regulation S")) pursuant to Regulation S and otherwise in accordance with applicable laws. No public offering of the Placing Shares is being made in the United States or elsewhere.

The distribution of this Announcement and the offering of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Shore Capital or any of their respective affiliates, or any of their respective directors, officers, partners, employees, advisers and/or agents that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe, such restrictions.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa or Japan.  Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom or the EEA.

This Announcement does not contain an offer or constitute any part of an offer to the public. This Announcement is not a "prospectus" within the meaning of Regulation 21(1) of the Public Offers and Admissions to Trading Regulations 2024 ("POATR") and a copy of it has not been, and will not be, delivered to any authority which could be a competent authority for the purpose of the Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation").

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 the EU Prospectus Regulation or the POATR) to be published. All offers of the Placing Shares will be made available pursuant to an exemption under the POATR or the EU Prospectus Regulation from the requirement to produce an admission document or prospectus.

The contents of this Announcement have not been examined or approved by the London Stock Exchange, nor has it been approved by an "authorised person" for the purposes of Section 21 of the FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the FSMA does not apply.

This Announcement is directed only at: (a) persons in member states of the European Economic Area who are qualified investors within the meaning of article 2(e) of the EU Prospectus Regulation and (b) if in the United Kingdom, persons who (i) have 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"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order and (ii) are qualified investors as defined in paragraph 15 of Part 2 of Schedule 1 of the POATR and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "Relevant Persons"). Any investment in connection with the Fundraise will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this Announcement or any of its contents.

Neither the content of Portmeirion's website (or any other website) nor the content of any website accessible by hyperlinks on the Company's website (or any other website) is incorporated in, or forms part of, this Announcement.

 

END