Issue of Equity

Tortilla Mexican Grill PLC

15 October 2026

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA ("UNITED STATES"), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE NEW ORDINARY SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS. PLEASE SEE THE IMPORTANT INFORMATION IN THE APPENDICES TO THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

15 October 2026

Tortilla Mexican Grill plc

("Tortilla", the "Group" or the "Company")

Proposed Placing to raise approximately £2.5 million

Tortilla Mexican Grill plc, the largest fast-casual Mexican restaurant business in the UK and Europe, today announces its intention to conduct a non-pre-emptive placing (the "Placing") of new ordinary shares in the Company ("Placing Shares" or "New Ordinary Shares") to raise gross proceeds of approximately £2.5 million at a price of 65 pence per share (the "Placing Price"). The Placing Shares represent approximately 10 per cent. of the Company's existing issued share capital.

The Placing will be conducted through an accelerated bookbuild which will be launched immediately following this announcement (together with the Appendices, the "Announcement") and will be made available to eligible institutional investors (the "Bookbuild"). The Company expects to close the Bookbuild no later than 7.00 a.m. on 16 October 2026, but Panmure Liberum Limited ("Panmure Liberum") and the Company reserve the right to close the Bookbuild earlier or later, without further notice. Panmure Liberum is acting as sole bookrunner in relation to the Placing.

Highlights

·    Proposed Placing of up to 3,866,400 Placing Shares at a Placing Price of 65 pence per Placing Share, to be made to eligible investors

·    The Placing Price represents a discount of 8.5% to the closing price of 71 pence per existing Ordinary Share on 15 October 2026 (being the latest practicable date prior to the release of this Announcement)

·    The Placing will be effected pursuant to the Company's existing authorities to issue equity securities, granted by the Company's shareholders at the annual general meeting of the Company held on 25 August 2026

·    The net proceeds of the Placing are intended to be used to:

o  repay the Company's £1.3 million incremental short-term overdraft facility

o  provide working capital headroom of £1.1 million and additional cash to accelerate the execution of the Group's Value Creation Plan ("VCP")

·    Directors of the Company, CFO Richard Haley and Founder & Group CEO Brandon Stephens, have indicated their intention to participate in the Placing

·    The final number of Placing Shares to be issued pursuant to the Placing, and the allocation of such Placing Shares, will be agreed by Panmure Liberum and the Company at the close of the Bookbuild, and the result will be announced as soon as practicable thereafter. The Placing Shares will, when issued, be credited as fully paid and rank pari passu in all respects with the existing issued ordinary shares of the Company

·    The Placing is subject to the terms and conditions set out in Appendix I to this Announcement

·    Application will be made to London Stock Exchange plc for the admission of the New Ordinary Shares to trading on AIM ("Admission"). It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on or around 20 October 2026

Brandon Stephens, Founder and Group CEO of Tortilla, commented:

"Our recent half-year results demonstrated solid progress across the business, with strong like-for-like sales growth in both the UK and France. We are keen to build on that momentum from a stronger balance sheet. This Placing allows us to repay our short-term overdraft and strengthen our headroom, enabling us to execute our Value Creation Plan at greater pace. The investment will accelerate initiatives to drive sales and improve margins: broadening our menu, investing in our technology platform, refreshing our brand, developing our franchise capabilities and enhancing the customer experience both in-store and online. Richard and I are both investing alongside shareholders, which reflects our confidence in the plan. I'd like to thank our investors for their continued support."

Expected Timetable for the Placing

Announcement of the Placing                                                                               15 October 2026

Announcement of the results of the Placing                                        7.00 a.m. 16 October 2026

Admission of the Placing Shares                                         8.00 a.m. on or around 20 October 2026

Attention is also drawn to the section headed 'Background to and reasons for the Placing' and to Appendix I to this Announcement containing, inter alia, the terms and conditions of the Placing (representing important information for Placees only). The number of Placing Shares to be placed in connection with the Placing will be agreed by the Company and Panmure Liberum at the close of the Bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timing of the closing of the book, pricing and allocations is at the absolute discretion of the Company and Panmure Liberum.

Terms used but not defined elsewhere in this Announcement shall have the meanings given to such terms in the definitions section in Appendix II to this Announcement.

Additional information on the proposed Placing is set out below. The person responsible for arranging for the release of this Announcement is Richard Haley.

ENQUIRIES:

Tortilla Mexican Grill plc - Via Eggmedia Brandon Stephens, Founder & Group CEO Richard Haley, Chief Financial Officer

Eggmedia Ltd (Public Relations) - Tel: [phone] Ian Edmondson - [e-mail]

Panmure Liberum Limited (Nominated Adviser, Sole Broker) - Tel: [phone] Edward Thomas Ailsa MacMaster Gaya Bhatt ECM Jamie Loughborough Rauf Munir

About Tortilla Mexican Grill plc

Founded in 2007, Tortilla is Europe's largest fast-casual Mexican restaurant brand. Through the acquisition of Chilango in the UK in 2022 and Fresh Burritos in France in 2024, as well as franchise partnerships with SSP Group plc and Compass Group UK & Ireland Limited in the UK, and Eathos in the Middle East, the brand continues to expand globally.

As at 15 October 2026, the Group operated 64 corporate restaurants and 15 franchised restaurants in the UK, eight corporate restaurants and seven franchised restaurants in France, and 12 franchised restaurants in the UAE, giving a total estate of 106 sites.

Background to and reasons for the Placing

Following the release of the Group's Half-Year results on 29 September 2026, the Group is seeking to raise approximately £2.5 million (before expenses), for working capital purposes and to strengthen the Group's balance sheet, in particular by increasing the headroom under the Group's net leverage covenant. In addition, the Company intends to repay, in full, the short-term overdraft of approximately £1.3 million obtained from Santander in May 2026.

The Group is forecast to remain within all of its bank covenants at each quarterly test date but headroom is sensitive to trading performance. As UK earnings grow and losses in France reduce, headroom is expected to build through 2027. However, in the event that UK sales were to fall and variable costs not reduced in sufficient time, covenant headroom could tighten, assuming no additional mitigating actions were taken. Whilst the Group would have additional mitigating levers it could pull, these would be at the expense of the Group's long-term strategy, as they would put short-term liquidity and EBITDA targets first.

The proposed Placing, with approximately £2.5 million proceeds expected excluding costs, is intended to reduce this risk and provide significant additional EBITDA headroom on net leverage covenants.

The proposed Placing would also allow the Group to accelerate the implementation of its VCP. In particular, UK revenue-driving activities under the VCP include broader in-store and delivery menu offerings, corporate menu and catering development, an overhaul of the loyalty programme and investment in branding. It also includes light-touch restaurant refreshes to the new "Tortilla 2.0" branding, improved restaurant signage, an upgraded kiosk journey and new menu screens, a more focused pricing strategy, and further development of the Group's franchise capabilities. Management forecasts that implementing these VCP activities could lead to an uplift of at least 10% in FY27 adjusted EBITDA against its base case projections.

Ends

IMPORTANT NOTICES

This Announcement contains forward-looking statements. These statements relate to the Company's future prospects, developments and business strategies. Forward-looking statements are identified by their use of terms and phrases such as "potential", "forecasts", "could", "estimate", "expect", "may", "will" or the negative of such terms and phrases, variations or comparable expressions, including references to assumptions. The forward-looking statements in this Announcement are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. These forward-looking statements speak only as at the date of this Announcement. No statement in this Announcement is intended to constitute a profit forecast or profit estimate for any period. Neither the Directors nor the Company undertake any obligation to update forward-looking statements other than as required by the AIM Rules or by the rules of any other securities regulatory authority, whether as a result of new information, future events or otherwise.

No offer document, admission document or prospectus has been, or will be, delivered to the Financial Conduct Authority (the "FCA") or submitted to the London Stock Exchange in relation to the Placing. This Announcement is for information purposes only and does not constitute or form part of any offer or invitation to purchase or subscribe for, underwrite, sell or issue or the solicitation of an offer to purchase or subscribe for, sell, acquire or dispose of the Placing Shares or any other security in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or in any jurisdiction in which, or to persons to whom, such offering, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, 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.

Panmure Liberum, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company as nominated adviser, sole broker and sole bookrunner for the purposes of the Placing and is not acting for any other persons in relation to it and accordingly will not be responsible to anyone else in relation to the matters described in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Panmure Liberum by the FSMA or the regulatory regime established under it, Panmure Liberum does not accept any responsibility whatsoever for the contents, completeness or accuracy of this Announcement, and no representation or warranty, express or implied, is made by Panmure Liberum with respect to the accuracy or completeness of this Announcement, or any part of it. Panmure Liberum's responsibilities as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any Director or to any other person.

The price of the New Ordinary Shares may go down as well as up and investors may not get back the full amount invested on disposal of the New Ordinary Shares.

Market soundings, as defined in UK MAR, were taken in respect of the Placing, with the result that certain persons became aware of inside information, as permitted by UK MAR. That inside information is disclosed in this Announcement in accordance with paragraph 7 of article 17 of UK MAR. Accordingly, those persons who received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

Neither the content of the Company's website nor any links on the Company's website is incorporated in, or forms part of, this Announcement.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that such New Ordinary Shares are: (a) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (b) eligible for distribution through all permitted distribution channels (the "UK target market assessment"). Notwithstanding the UK target market assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK target market assessment, Panmure Liberum will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS 9A and COBS 10A, respectively; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the New Ordinary Shares. Each distributor is responsible for undertaking its own UK target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the New Ordinary Shares. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Panmure Liberum have only procured investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

APPENDIX I

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

IMPORTANT INFORMATION ON THE PLACING FOR PLACEES PROCURED BY PANMURE LIBERUM ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN 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) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION ((EU) 2017/1129, AS AMENDED FROM TIME TO TIME) (THE "EU PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); OR (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN PARAGRAPH 15 OF PART 2 OF SCHEDULE 1 TO THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (SI 2024/105) (THE "POATR") AND WHO ARE PERSONS WHO: (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").  THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.  THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.

THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), NOR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED, TAKEN UP, EXERCISED, RESOLD, TRANSFERRED OR DELIVERED TO, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES HAS APPROVED OR DISAPPROVED, OR WILL APPROVE OR DISAPPROVE, AN INVESTMENT IN THE SECURITIES MENTIONED HEREIN, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED, NOR WILL THEY PASS UPON OR ENDORSE, THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.  NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.  THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED KINGDOM, THE UNITED STATES, ANY OTHER RESTRICTED JURISDICTION OR ELSEWHERE.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.  THE PRICE OF SHARES IN THE COMPANY AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES.

The distribution of this Announcement and the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law.  No action has been taken by the Company, Panmure Liberum or any of its or their respective affiliates or any of its or their respective agents, directors, officers, consultants or employees which would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.

This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the FSMA does not apply.  Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in the United States, Canada, Australia, Japan, New Zealand, the Republic of South Africa or any other jurisdiction in which such offer or sale would be unlawful (each a "Restricted Jurisdiction") or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Jurisdiction.

None of the Company, Panmure Liberum or any of its or their respective affiliates or any of its or their respective agents, directors, officers, consultants or employees makes any representation or warranty, express or implied to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees.

In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given.

Placees who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral or written offer to subscribe for Placing Shares, will be deemed:  (i) to have read and understood this Announcement, including the Appendices, in its entirety; and (ii) to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings contained in this Appendix, including being deemed to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided), the representations, warranties, acknowledgements and undertakings set out herein.

In particular, each such Placee represents, warrants and acknowledges that:

1.     it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2.     in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation and Regulation 7(4) of the POATR (as applicable), (i) that it understands the resale and transfer restrictions set out in this Appendix and that the Placing Shares acquired by it have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any member state of the EEA or in the United Kingdom or to which the EU Prospectus Regulation or, as the case may be, the POATR, otherwise applies other than Qualified Investors (in the case of a member state of the EEA), Relevant Persons (in the case of the United Kingdom) or in circumstances in which the prior consent of Panmure Liberum has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, or in the United Kingdom other than Relevant Persons, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or, as the case may be, the POATR, as having been made to such persons;

3.     it and any account for which it exercises investment discretion is outside the United States subscribing for the Placing Shares in an "offshore transaction" as defined in and in accordance with Regulation S under the Securities Act ("Regulation S");

4.     it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements and agreements contained in this Announcement;

5.     it understands (or, if acting for the account of another person, such person understands) the resale and transfer restrictions set out in this Appendix;

6.     it acknowledges that the Placing Shares have not been and will not be registered under 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, within the United States 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 other jurisdiction of the United States; and

7.     the Company and Panmure Liberum will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.

This Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful.  No action has been taken by the Company or Panmure Liberum that would permit an offering of such securities or possession or distribution of this document or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.  This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia, Japan, New Zealand or the Republic of South Africa or in any jurisdiction in which such publication or distribution is unlawful.  Persons into whose possession this Announcement may come are required by the Company to inform themselves about and to observe any restrictions of transfer of this Announcement. 

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; 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 Canada, Australia, Japan, New Zealand or the Republic of South Africa.  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 Canada, Australia, Japan, New Zealand or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

The Placing Shares will not be admitted to trading on any stock exchange other than AIM, the market operated by the London Stock Exchange.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.

Bookbuild

Panmure Liberum will today commence an accelerated bookbuilding process to determine demand for participation in the Placing by potential Placees (the "Bookbuild").  Panmure Liberum and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Details of the Placing

Panmure Liberum has entered into a placing agreement with the Company (the "Placing Agreement")  under which Panmure Liberum has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure, as the Company's placing agent for the purpose of the Placing, subscribers for the Placing Shares at the Placing Price.

The Placing Agreement contains customary undertakings and warranties given by the Company to Panmure Liberum including as to the accuracy of information contained in this Announcement, to matters relating to the Company and its business and a customary indemnity given by the Company to Panmure Liberum in respect of liabilities arising out of or in connection with the Placing and/or Admission.

The Placing is conditional upon, inter alia:

(a)   Admission becoming effective; and

(b)   the obligations of Panmure Liberum under the Placing Agreement not having been terminated in accordance with its terms.

The number of Placing Shares will be determined following completion of the Bookbuild as set out in this Announcement.

The Placing Shares will, as from the date when they are issued, be fully paid or credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions declared (if any), made or paid on or in respect of the Ordinary Shares after Admission.

No underwriting

The Placing is not being underwritten by any party.

Offer Personal

The offering of Placing Shares and the agreement arising from acceptance of the Placing is personal to each Placee and does not constitute an offering to any other person or to the public. A Placee may not assign, transfer or in any other manner deal with its rights or obligations under the agreement arising from the acceptance of the Placing, without the prior written agreement of Panmure Liberum in accordance with all relevant legal requirements.

Entire Agreement

The terms set out in this Appendix and the allocation of Placing Shares (including the subscription amount payable) as confirmed to a Placee constitute the entire agreement as to the terms of the Placing and a Placee's participation in the Placing to the exclusion of prior representations, understandings and agreements between them. Any variation of such terms must be in writing.

Application for admission to trading

An application will be made to the London Stock Exchange for Admission. It is expected that settlement of the Placing Shares will take place and Admission will become effective at 8.00 a.m. on or around 20 October 2026 and that dealings in the Placing Shares will commence at that time.

Participation in, and principal terms of, the Placing

1.     Panmure Liberum is arranging the Placing as placing agent of the Company for the purpose of using its reasonable endeavours to procure Placees at the Placing Price for the Placing Shares.

2.     Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Panmure Liberum.  Panmure Liberum and its affiliates may participate in the Placing as principal.

3.     This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.  No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

4.     The Bookbuild, if successful, will establish the number of Placing Shares to be issued at the Placing Price.  The number of Placing Shares to be issued will be agreed between Panmure Liberum and the Company following completion of the Bookbuild.  The number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.

5.     To bid in the Bookbuild, prospective Placees should communicate their bid by telephone or in writing to their usual sales contact at Panmure Liberum.  Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price.  Bids may be scaled down by Panmure Liberum on the basis referred to in paragraph 9 below.

6.     The timing of the closing of the Bookbuild will be at the discretion of Panmure Liberum.  The Company reserves the right (upon agreement with Panmure Liberum) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

7.     Each Placee's allocation will be confirmed to Placees orally or in writing by Panmure Liberum, and evidenced by a trade confirmation or contract note which will be dispatched as soon as practicable thereafter.  The terms of this Appendix will be deemed incorporated by reference therein.  The oral or written confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of Panmure Liberum and the Company, under which it agrees to acquire the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association.  Except as required by law or regulation, no press release or other announcement will be made by Panmure Liberum or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

8.     The Company will make a further announcement following the close of the Bookbuild detailing the number of Placing Shares to be issued at the Placing Price.

9.     Subject to paragraphs 5 and 6 above, Panmure Liberum may choose to accept bids, either in whole or in part, on the basis of allocations determined at its discretion (in agreement with the Company) and may scale down any bids for this purpose on such basis as it may determine.  Panmure Liberum may also, notwithstanding paragraphs 5 and 6 above, subject to the prior consent of the Company:  (a) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (b) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.

10.  Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Panmure Liberum, to pay in cleared funds immediately on the settlement date (or as separately agreed with Panmure Liberum in the case of certificated settlement), in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to take up and the Company has agreed to allot.

11.  Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the times and on the basis explained below under "Registration and Settlement".

12.  All obligations under the Placing will be subject to fulfilment or (where applicable) waiver of, inter alia, the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

13.  By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

14.  To the fullest extent permissible by law, none of the Company, Panmure Liberum or any of their respective affiliates shall have any responsibility or liability (whether in contract, tort or otherwise) to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) under these terms and conditions.  In particular, none of the Company, Panmure Liberum or any of their respective affiliates shall have any liability (whether in contract, tort or otherwise and including, to the fullest extent permissible by law, any fiduciary duties) in respect of Panmure Liberum's conduct of the Bookbuild or Placing.  Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and Panmure Liberum shall have no liability to the Placees for the failure of the Company to fulfil those obligations.

Conditions of the Placing

Panmure Liberum's obligations under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:

(a)   the Company allotting the Placing Shares in accordance with the Placing Agreement; and

(b)   Admission taking place not later than 8.00a.m. (London time) on 20 October 2026 or such later time and/or date as may be agreed between the Company and Panmure Liberum, not being later than 5:00 p.m. (London time) on 3 November 2026 (the "Long Stop Date").

If (i) any of the conditions contained in the Placing Agreement in respect of the Placing Shares are not fulfilled or waived by Panmure Liberum by the time or date where specified (or such later time or date as the Company and Panmure Liberum may agree, not being later than the Long Stop Date), or (ii) the Placing Agreement is terminated as described below, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

Panmure Liberum may, in its absolute discretion, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, and the time and/or date for satisfaction of any such condition may be extended by agreement between the Company and Panmure Liberum (but not beyond the Long Stop Date), save that certain conditions, including but not limited to Admission taking place and the Company allotting the Placing Shares subject only to Admission, may not be waived.  Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

None of Panmure Liberum or the Company, nor any of their respective affiliates, agents, directors, officers, consultants or employees, shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Panmure Liberum.

Right to terminate under the Placing Agreement

Panmure Liberum is entitled in its absolute discretion, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company if, amongst other things:

(a)   in the opinion of Panmure Liberum (acting in good faith), the warranties given by the Company to Panmure Liberum are not true and accurate or have become misleading (or would not be true and accurate or would be misleading if they were repeated at any time before Admission) by reference to the facts subsisting at the time when the notice referred to above is given, in each case which is material in the context of the Placing and Admission;

(b)   in the opinion of Panmure Liberum (acting in good faith), the Company fails to comply with any of its obligations under the Placing Agreement, the Companies Act 2006, the FSMA, the AIM Rules or other applicable law and that failure is material in the context of the Placing and Admission;

(c)   in the opinion of Panmure Liberum (acting in good faith), any statement contained in this Announcement or any other document issued in connection with the Placing has become or been discovered to be untrue or inaccurate or misleading, in each case which is material in the context of the Placing and Admission;

(d)   a matter having arisen which is likely to give rise to a claim under the indemnity included in the Placing Agreement;

(e)   in the opinion of Panmure Liberum (acting in good faith), there has been a development or event (or any development or event involving a prospective change of which the Company is, or might reasonably be expected to be, aware) which might reasonably be expected to have a material adverse effect on or affecting the operations, the financial position and/or prospects of the Company or the group or which is or will be or might reasonably be expected to be materially prejudicial to the Placing and/or Admission; or

(f)    there has been a material adverse change in national or international financial, political, economic or stock market conditions which is relevant to the Placing; an incident of terrorism, outbreak or escalation of hostilities, war, declaration of martial law; a suspension or material limitation in trading of securities generally on any stock exchange; any change in currency exchange rates or exchange controls or a disruption of settlement systems or a material disruption in commercial banking, in each case as would be likely in the opinion of Panmure Liberum (acting in good faith) to materially prejudice the success of the Placing and/or Admission.

The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and in the Placing Agreement and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances.  By participating in the Placing, Placees agree that the exercise by Panmure Liberum of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Panmure Liberum, and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or decision not to exercise.  Placees will have no rights against Panmure Liberum, the Company or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).

No admission document or prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require an admission document or prospectus in the United Kingdom or in any other jurisdiction.  No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing, and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including the Appendices) and the Exchange Information.  Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company, Panmure Liberum, or any other person and neither Panmure Liberum, the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by Panmure Liberum, the Company, or their respective officers, directors, consultants, employees or agents.  Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing.  Neither the Company nor Panmure Liberum is making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations.  Each Placee should not consider any information in this Announcement to be legal, tax or business advice.  Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares.  Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take place within CREST, subject to certain exceptions. Settlement will take place on a delivery versus payment basis. However, Panmure Liberum reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Panmure Liberum (as agent for the Company) and settlement instructions.  Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the CREST or certificated settlement instructions that it has in place with Panmure Liberum.  Settlement will be through Panmure Liberum against CREST participant account: Panmure Liberum Limited (CREST ID: 4FQAQ and Member Account ID: 2013904).  For the avoidance of doubt, Placing allocations are expected to be booked with a trade date of 16 October 2026 and settlement date of 20 October 2026 in accordance with the instructions set out in the trade confirmation.

The Company will instruct its registrar to deliver the Placing Shares to the CREST account operated by Panmure Liberum as agent for the Company and Panmure Liberum will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

Placees who wish to receive their Placing Shares in certificated form are expected to receive their certificates for their Placing Shares within 14 days of allotment, provided payment in full has been made.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the Sterling Overnight Index Average (SONIA) as determined by Panmure Liberum.

Each Placee is deemed to agree that, if it does not comply with these obligations, Panmure Liberum may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Panmure Liberum's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due.  The relevant Placee will, however, remain liable and shall indemnify Panmure Liberum (as agent for the Company) on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.  By communicating a bid for Placing Shares to Panmure Liberum, each Placee confers on Panmure Liberum all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Panmure Liberum lawfully takes in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation or contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax.  Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Company and Panmure Liberum, namely that, each Placee (and any person acting on such Placee's behalf):

1.     represents and warrants that it has read and understood the Announcement, including the Appendices, in its entirety and that its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and not in reliance on any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Company, the Placing or otherwise, other than the information contained in this Announcement and undertakes not to redistribute or duplicate this Announcement or any part of it;

2.     acknowledges that no offering document, admission document or prospectus has been prepared in connection with the Placing and represents and warrants that it has not received and will not receive a prospectus, admission document or other offering document in connection therewith;

3.     acknowledges that the Ordinary Shares are admitted to trading on AIM and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules (collectively, "Exchange Information"), which includes a description of the nature of the Company's business, the Company's most recent balance sheet and profit and loss account and similar statements published in preceding years and that the Placee is able to obtain or access such information or comparable information concerning any other publicly traded company without undue difficulty;

4.     acknowledges that none of Panmure Liberum, the Company, any of their respective affiliates or any person acting on behalf of any of them has provided it, and will not provide it, with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested Panmure Liberum, the Company, their respective affiliates or any person acting on behalf of any of them to provide it with any such information and has read and understood the Exchange Information;

5.     acknowledges that the content of this Announcement is exclusively the responsibility of the Company, and that none of Panmure Liberum, its affiliates, agents, directors, officers, consultants or employees, or any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or concurrently published by or on behalf of the Company, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise.  Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by Panmure Liberum, the Company or any of their respective affiliates, agents, directors, officers, consultants or employees or any person acting on behalf of any of them, or, if received, it has not relied upon any such information, representations, warranties or statements (including any management presentation that may have been received by any prospective Placee or any material prepared by the research department of Panmure Liberum (the views of such research department not representing and being independent from those of the Company and the corporate finance department of Panmure Liberum and not being attributable to the same)), and neither Panmure Liberum nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement.  Each Placee further acknowledges and agrees that it may not place the same degree of reliance on this Announcement as it may otherwise place on a prospectus or admission document.  Each Placee further acknowledges and agrees that it has relied solely on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing and it will not rely on any investigation that Panmure Liberum, its affiliates, agents, directors, officers, consultants or employees or any other person acting on its or their behalf has or may have conducted;

6.     represents and warrants that it has neither received nor relied on any 'inside information' as defined in the EU Market Abuse Regulation (Regulation 596/2014/EU) as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended and supplemented from time to time) ("UK MAR") concerning the Company in accepting this invitation to participate in the Placing;

7.     acknowledges that Panmure Liberum does not have any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and that Panmure Liberum is not acting for it or its clients and that Panmure Liberum will not be responsible for providing protections to it or its clients;

8.     acknowledges that none of Panmure Liberum, any of its affiliates, agents, directors, officers, consultants or employees or any person acting on behalf of them has or shall have any liability for the Exchange Information, any publicly available or filed information or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

9.     acknowledges that neither Panmure Liberum, its ultimate holding company nor any direct or indirect subsidiary undertakings of such holding company, nor any of their respective affiliates, agents, directors, officers, consultants or employees shall be liable to Placees for any matter arising out of Panmure Liberum's role as placing agent or otherwise in connection with the Placing and that where any such liability nevertheless arises as a matter of law each Placee will immediately waive any claim against any of such persons which it may have in respect thereof;

10.  acknowledges that the Placing Shares are being offered and sold by or on behalf of the Company outside the United States in accordance with Regulation S, and that it and the prospective beneficial owner of the Placing Shares are not, and at the time the Placing Shares are subscribed for will not be, resident in the United States and are outside the United States and subscribing for the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S;

11.  represents and warrants that it and any account for which it exercises investment discretion is (and at the time the Placing Shares will be subscribed for, will be) outside the United States subscribing for the Placing Shares in an "offshore transaction" as defined in and in accordance with Regulation S;

12.  represents and warrants that it is not acquiring any of the Placing Shares as a result of any form of "directed selling efforts" (as defined in Regulation S);

13.  acknowledges that the Placing Shares have not been and will not be registered under 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, within the United States 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 other jurisdiction of the United States;

14.  unless otherwise specifically agreed in writing with Panmure Liberum, represents and warrants that neither it nor the beneficial owner of such Placing Shares will be a resident of Canada, Australia, Japan, New Zealand or the Republic of South Africa;

15.  acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of Canada, Australia, Japan, New Zealand or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;

16.  represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system;

17.  represents and warrants that it has complied with its obligations under the Criminal Justice Act 1993, UK MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the "Regulations") and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

18.  if a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, or Regulation 7(4) of the POATR represents and warrants that the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA as the case may be or the United Kingdom or to which the EU Prospectus Regulation  (in the case of a member state of the EEA) or the POATR (in the case of the United Kingdom) otherwise applies other than Qualified Investors in a member state in the EEA or Relevant Persons in the United Kingdom, or in circumstances in which the prior consent of Panmure Liberum has been given to the offer or resale or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, or in the United Kingdom other than Relevant Persons, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or, as the case may be, the POATR, as having been made to such persons;

19.  represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation (including any relevant implementing measure in any member state);

20.  represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom within the meaning of the POATR;

21.  represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by Panmure Liberum in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

22.  represents and warrants that it has complied and will comply with all applicable provisions of UK MAR and the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

23.  if in a member state of the EEA, unless otherwise specifically agreed with Panmure Liberum in writing, represents and warrants that it is a Qualified Investor;

24.  if in the United Kingdom, represents and warrants that it is a Relevant Person or to whom this Announcement may otherwise be lawfully communicated, and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

25.  represents and warrants that it is acquiring the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion, and that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities and taken any other necessary actions to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

26.  where it is acquiring Placing Shares for one or more managed accounts, represents and warrants that it is authorised in writing by each managed account:  (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by Panmure Liberum;

27.  represents and warrants that it is capable of being categorised as a person who is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook;

28.  undertakes that it (and any person acting on its behalf) will make payment to Panmure Liberum for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Panmure Liberum may in its sole discretion determine and without liability to such Placee and it will remain liable and will indemnify Panmure Liberum on demand for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax or security transfer tax (together with any interest or penalties due pursuant to or referred to in these terms and conditions) which may arise upon the placing or sale of such Placee's Placing Shares on its behalf;

29.  acknowledges that none of Panmure Liberum, any of its respective affiliates, or any person acting on behalf of it or any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be treated for these purposes as a client of Panmure Liberum and that Panmure Liberum does not have any duties or responsibilities to it for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

30.  undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be.  Neither Panmure Liberum, nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement.  Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing on the basis that the Placing Shares will be credited to the CREST stock accounts of Panmure Liberum who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions, and agrees to indemnify the Company and Panmure Liberum in respect of any such liability;

31.  acknowledges that the exercise by Panmure Liberum of any right or discretion under the Placing Agreement shall be within the absolute discretion of Panmure Liberum and Panmure Liberum need not have any reference to the Placee and shall have no liability to the Placee whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against Panmure Liberum, the Company or any of their respective affiliates under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise;

32.  acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreement shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter (including non-contractual matters) arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Panmure Liberum in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

33.  acknowledges that time shall be of the essence as regards to obligations pursuant to this Appendix;

34.  if a company, it is a valid and subsisting company and has all the necessary corporate capacity and authority to execute its obligations in connection with the Placing participation;

35.  it is not presently acting in concert, as defined in the City Code on Takeovers and Mergers, with any existing shareholder of the Company or other Placee;

36.  agrees that the Company, Panmure Liberum and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to Panmure Liberum on its own behalf and on behalf of the Company and are irrevocable and are irrevocably authorised to produce this Announcement or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;

37.  agrees to indemnify on an after-tax basis and hold the Company, Panmure Liberum and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

38.  acknowledges that no action has been or will be taken by any of the Company, Panmure Liberum or any person acting on behalf of the Company or Panmure Liberum that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

39.  acknowledges that it is an institution that has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares.  It further acknowledges that it is experienced in investing in securities of this nature and in this sector and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing.  It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

40.  acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the trade confirmation or contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;

41.  acknowledges that Panmure Liberum, or any of their respective affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for their own account such shares and may offer or sell such shares other than in connection with the Placing;

42.  represents and warrants that, if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with all applicable laws and regulation;

43.  to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in the Announcement including this Appendix; and

44.  acknowledges and agrees that the representations, warranties, acknowledgments and undertakings contained in this Appendix are given to Panmure Liberum and the Company and are irrevocable and shall not be capable of termination in any circumstances. The Company, Panmure Liberum and their respective affiliates, agents, directors, officers and employees and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations, warranties and agreements and it agrees that if any of the acknowledgements, representations, warranties and agreements made in connection with its acquiring of Placing Shares is no longer accurate, it shall promptly notify the Company and Panmure Liberum.

The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question.  Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service.  If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which none of the Company or Panmure Liberum will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Panmure Liberum in the event that any of the Company or Panmure Liberum has incurred any such liability to UK stamp duty or stamp duty reserve tax.  If this is the case, each Placee should seek its own advice and notify Panmure Liberum accordingly.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

Each Placee, and any person acting on behalf of the Placee, acknowledges that Panmure Liberum does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

When a Placee or person acting on behalf of the Placee is dealing with Panmure Liberum, any money held in an account with Panmure Liberum on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA.  The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Panmure Liberum's money in accordance with the client money rules and will be used by Panmure Liberum in the course of its own business and the Placee will rank only as a general creditor of Panmure Liberum.

All times and dates in this Announcement may be subject to amendment.  Panmure Liberum shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

APPENDIX II

DEFINITIONS

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

"Admission"	the admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules
"Announcement"	this announcement, including its appendices
"Bookbuild"	means the bookbuilding process to be commenced by Panmure Liberum immediately following release of this Announcement to use reasonable endeavours to procure Placees for the Placing Shares, as described in this Announcement and subject to the terms and conditions set out in this Announcement and the Placing Agreement
"COBS"	The FCA Handbook Conduct of Business Sourcebook
"Company" or "Tortilla"	Tortilla Mexican Grill plc, a company incorporated in England & Wales and with registered number 07440171
"Directors"	the directors of the Company
"EEA"	European Economic Area
"EU Prospectus Regulation"	EU Prospectus Regulation 2017/1129
"Exchange Information"	has the meaning given to it in Appendix I to this Announcement
"FCA"	the Financial Conduct Authority
"FSMA"	the Financial Services and Markets Act 2000, as amended, including any regulations made pursuant thereto
"Group"	the Company and its subsidiary undertakings
"High Net Worth Companies, Unincorporated Associations, etc"	the heading of Article 49(2)(a) to (d) of the Order
"Long Stop Date"	The latest time and date for Admission, being no later than 5.00 p.m. (London time) on 3 November 2026 (or a later time and date agreed between the Company and Panmure Liberum)
"MiFID II"	means assimilated EU Directive 2014/65/EU as it forms part of the laws of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 as amended from time to time
"MiFID II Product Governance Requirements"	means the MiFID II, Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593, and local implementing measures
"New Ordinary Shares" or "Placing Shares"	new Ordinary Shares to be issued by the Company to the Placees pursuant to the Placing
"Order"	The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
"Ordinary Shares"	the ordinary shares of £0.01 each in the capital of the Company
"Panmure Liberum"	Panmure Liberum Limited, the Company's nominated adviser and bookrunner in connection with the Placing
"Placee"	placees who have agreed to subscribe for Placing Shares pursuant to the Placing
"Placing"	the placing by Panmure Liberum on behalf of the Company of the Placing Shares with the Placees at the Placing Price
"Placing Agreement"	the conditional agreement dated 15 October 2026 entered into between the Company and Panmure Liberum in respect of the Placing
"Placing Price"	means 65 pence per share
"POATR"	Public Offers and Admissions to Trading Regulations 2024 (SI 2024/105)
"Qualified Investors"	In the EEA, qualified investors within Article 2(e) of the EU Prospectus Regulation. In the UK, qualified investors as defined in paragraph 15 of Part 2 of Schedule 1 to POATR
"Regulation S"	Regulation S under the US Securities Act
"Regulations"	means the Criminal Justice Act 1993, UK MAR, Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017
"Relevant Persons"	means the persons described in (i) to (iii) of the Appendix I restriction: professional investors within Article 19(5) of the Order, persons within Article 49(2)(a) to (d) of the Order, and others to whom the announcement may lawfully be communicated
"Restricted Jurisdiction"	The United States, Canada, Australia, Japan, New Zealand, the Republic of South Africa, or any other jurisdiction where the offer or sale would be unlawful
"Securities Act"	the US Securities Act of 1933, as amended
"UK MAR"	the Market Abuse Regulation (EU/596/2014) as it forms part of the domestic law of England and Wales by virtue of the European Union (Withdrawal) Act 2018 (as amended from time to time)
"UK Product Governance Rules"	The product governance requirements in the FCA Handbook Product Intervention and Product Governance Sourcebook
"United States"	the United States of America, its territories and possessions, any state of the United States and the District of Columbia
"VCP"	the Company's stated Value Creation Plan
"£" or "pounds sterling" or "sterling"	UK pounds sterling, being the lawful currency of the United Kingdom

 

END