Proposed Retail Offer to raise up to £0.6 million

Star Energy Group PLC

01 May 2026

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN NEW ZEALAND OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF STAR ENERGY GROUP PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY BY SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF STAR ENERGY GROUP PLC.

1 May 2026

Star Energy Group plc

("Star Energy" or "the Company")

Proposed Retail Offer to raise up to £0.6 million

Star Energy (AIM: STAR), a British energy company with core activities centring on oil and gas extraction, is pleased to announce a retail offer via the BookBuild Platform (the "Retail Offer") of new Ordinary Shares of 0.002 pence each in the capital of the Company ("Ordinary Shares") to raise gross proceeds of up to £0.6 million. Pursuant to the Retail Offer, up to 4,000,000 New Ordinary Shares (the "Retail Offer Shares") will be made available at a price of 15 pence per Retail Offer Share (the "Issue Price"). The Issue Price represents a discount of 9.2 per cent. to the closing price of the Ordinary Shares on 30 April 2026, being the date of the announcement of the Placing.

In addition to the Retail Offer, the Company also conducted a placing of new ordinary shares (the "Placing Shares" at the Issue Price (the "Placing") and a subscription for new ordinary shares ("Subscription Shares" and together with the Placing Shares and the Retail Offer Shares, the "Fundraising Shares") by all the Directors of the Company at the Issue Price ("Subscription"  and together with the Placing and the Retail Offer, the "Fundraising"). A separate announcement has been made regarding the Placing and its terms and the Subscription. For the avoidance of doubt, the Retail Offer is not part of the Placing or Subscription and completion of the Placing and Subscription is not conditional on the completion of the Retail Offer. Full details of the Fundraising, including the background to and reasons for the Fundraising is included in the separate announcement released by the Company at 5:00 pm on 30 April 2026.

Completion of the Retail Offer is conditional, inter alia, upon the Placing proceeding, Resolutions being duly passed by Shareholders at the General Meeting to be held at the offices of Watson Farley & Williams LLP at 15 Appold Street, London, EC2A 2HB on 18 May 2026 at 10.30am and Admission. Subject to these conditions being satisfied, Admission of the Retail Offer Shares is expected to take place at 8.00am on 19 May 2026.

For the avoidance of doubt, the Retail Offer is not part of the Placing or the Subscription and is the sole responsibility of the Company. Zeus Capital Limited, which is acting for the Company in relation to the Placing does not have any responsibilities, obligations, duties or liabilities (whether arising pursuant to any contract, law, regulation, or tort) whatsoever in relation to the Retail Offer.

Expected timetable in relation to the Retail Offer

	2026
Retail Offer opens	7:01am on 1 May
Latest time and date for commitments under the Retail Offer	4:30pm on 6 May
Results of the Retail Offer announced	on 7 May
Admission and commencement of dealings in the Retail Offer Shares on AIM	on 19 May

The dates and times set out in the above timetable are indicative only and may be subject to change. Any changes to the expected timetable set out above will be notified by the Company by announcement via a Regulatory Information Service (as defined in the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time)). References to times are to London times.

Dealing codes

Ticker	STAR
ISIN for the Ordinary Shares	GB00BZ042C28
SEDOL for the Ordinary Shares	BZ042C2

Retail Offer

The Company highly values its retail shareholder base, which has supported the Company for many years. Given this support of retail shareholders, the Company believes that it is appropriate to provide its eligible shareholders in the United Kingdom the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available in the United Kingdom through the Intermediaries (defined below) which will be listed, subject to certain access restrictions, on the following website:

https://www.bookbuild.live/deals/N1NP27/authorised-intermediaries

Zeus Capital Limited ("Zeus") will be acting as retail offer coordinator in relation to the Retail Offer but does not have any other obligations or responsibilities as noted above (the "Retail Offer Coordinator").

Existing retail shareholders in the Company can contact their broker or wealth manager ("Intermediary" and "Intermediaries" shall be construed accordingly) to participate in the Retail Offer. In order to participate in the Retail Offer, each Intermediary must be on-boarded onto the BookBuild Platform and agree to the final terms and the retail offer terms and conditions, which regulate, amongst other things, the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any Intermediary that elects to receive a commission and/or fee (to the extent permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the Company).

Any expenses incurred by any Intermediary are for its own account. Investors should confirm separately with any Intermediary whether there are any commissions, fees or expenses that will be applied by such Intermediary in connection with any application made through that Intermediary pursuant to the Retail Offer.

The Retail Offer will be open to eligible investors in the United Kingdom from 7:01am on 1 May 2026. The Retail Offer is expected to close at 4:35pm on 6 May 2026. Investors should note that Intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

If any Intermediary has any questions about how to participate in the Retail Offer on behalf of existing retail shareholders, please contact the BookBuild Platform at email: [e-mail]

The Retail Offer, the subject of this announcement, is and will, at all times, only be made to, directed at, and may only be acted upon by, those persons who are, existing shareholders in the Company. To be eligible to participate in the Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Offer Shares: (i) be a customer of one of the participating Intermediaries listed on the above website; (ii) be resident in the United Kingdom; and (iii) be a shareholder in the Company (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their shares in the Company directly or indirectly through a participating Intermediary). For the avoidance of doubt, persons who (a) only hold CFDs, spreadbets and/or similar derivative instruments in relation to shares in the Company, or (b) are not existing shareholders in the Company, are not eligible to participate in the Retail Offer.

The Company reserves the right to scale back any order at its discretion. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for Retail Offer Shares has been made and accepted via an Intermediary, it cannot be withdrawn.

The Retail Offer Shares will, when issued, 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 their date of issue.

The Retail Offer is offered in the United Kingdom under an exemption from the prohibition of public offers specified in the Public Offers and Admissions to Trading Regulations 2024.

The Retail Offer is not being made (i) into any jurisdiction other than the United Kingdom or (ii) to US Persons (as defined in Regulation S of the US Securities Act 1933, as amended).

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (the "FCA") (or any other authority) in relation to the Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the FCA's Disclosure Guidance and Transparency Rules and MAR.

There is a minimum subscription of £100.00 per investor under the terms of the Retail Offer which is open to investors in the United Kingdom subscribing via the Intermediaries which will be listed, subject to certain access restrictions, on the following website:

https://www.bookbuild.live/deals/N1NP27/authorised-intermediaries

Subject as stated above, there is no maximum application amount to apply in the Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant Intermediaries including relevant commission or fee charges.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for Retail Offer Shares and an investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer Shares if they are in any doubt.

An investment in the Company will place capital at risk. The value of investments, and any income, can go down as well as up, so investors could get back less than the amount invested.

Neither past performance nor any forecasts should be considered a reliable indicator of future results.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Company's announcement released at 5:00pm on 30 April 2026 in respect of the Proposed Placing to raise approximately £8.4 million (before expenses) , the Subscription to raise £-31,000 (before expenses)  and Retail Offer to raise up to £0.6m (before expenses) unless the context provides otherwise.

For further information please contact:

Star Energy Group plc Tel: [phone] Ross Glover, Chief Executive Officer Frances Ward, Chief Financial Officer Zeus (Nominated Adviser & Broker) Tel: [phone] Antonio Bossi, Darshan Patel, Liv Highton (Investment Banking) Simon Johnson, Alex Bartram (Corporate Broking) Vigo Consulting Tel: [phone] Patrick d'Ancona/Amelia Thorn

Important Notices

This announcement has been prepared by, and is the sole responsibility of, the Company.

The Retail Offer is only open to investors in the United Kingdom who fall within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes an existing member of the Company).

The release, publication or distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia (the "United States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

The Retail Offer Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States. No public offering of the Fundraising Shares is being made in the United States. The Fundraising Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the US Securities Act ("Regulation S") to non-US persons (within the meaning of Regulation S). In addition, the Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Fundraising Shares in the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the US Securities Act, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

The value of the Fundraising Shares and the income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

This announcement may contain forward-looking statements and the words "expect", "anticipate", "intends", "plan", "estimate", "aim", "forecast", "project" and similar expressions (or their negative) identify certain of these forward-looking statements. The forward-looking statements in this announcement are based on numerous assumptions and the Company's present and future business strategies and the environment in which the Company expects to operate in the future. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These statements are not guarantees of future performance or the ability to identify and consummate investments. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behaviour of other market participants, the outcome of clinical trials, the actions of regulators and other factors such as the Company's ability to obtain financing, changes in the political, social and regulatory framework in which the Company operates or in economic, technological or consumer trends or conditions. Past performance should not be taken as an indication or guarantee of future results, and no representation or warranty, express or implied, is made regarding future performance. No person is under any obligation to update or keep current the information contained in this announcement or to provide the recipient of it with access to any additional relevant information.

The information in this announcement is for background purposes only and does not purport to be full or complete. None of Zeus, BookBuild or any of their respective affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Zeus, BookBuild and their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.

Any indication in this announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.

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. The Fundraising Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

 

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