Subscription, Retail Offer & Debt Facility

Huddled Group PLC

10 February 2026

 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the UK version of the EU Market Abuse Regulation (2014/596) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time.

10 February 2026

Huddled Group plc

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

Share Subscription, Result of Retail Offer, & Debt Facility

Huddled Group plc (AIM:HUD), the circular economy e-commerce group is pleased to announce that, further to the announcement on 6 February 2026 'Proposed Share Subscription, Debt Facility and Related Party Transaction' (RNS No. 9684R), the Company has raised £705,000 via direct subscription in the Company through the issuance of 40,285,715 new Ordinary Shares¹ at 1.75 pence per Ordinary Share (the "Issue Price") (together, the "Subscription Shares"). In addition to this, further to the announcement on 6 February 2026 in relation to the WRAP Retail Offer (RNS No. 0414S), the Retail Offer successfully completed and closed at 4:30 p.m. on 9 February 2026 and has raised £38,653 through the issue of 2,208,730 new Ordinary Shares¹ at the Issue Price (the "Retail Offer Shares"). As part of the Subscription, the Company is pleased to announce that Martin Higginson, Executive Chairman, subscribed for £137,500 representing 7,857,143 Subscription Shares

The total gross funds raised via the Subscription and Retail Offer is approximately £740,000 and these funds will be used will be used to further strengthen the Group's stock and working capital position across its various brands, as well as provide additional working capital to fund the expansion into new channels such as KwikSales and marketplaces such as Amazon and Temu.

In addition to the Retail Offer and Subscription, the Company is in the process of drawing down £525,000 from the debt facility announced on 6 February 2026 (RNS No. 9684R) (the "Debt Facility"). These funds will be used for the same purpose as the Subscription and Retail Offer.

Related Party Transactions

Martin Higginson's participation in the Subscription, as director of the Company, constitutes a related party transaction under the AIM Rules.

The directors of the Company (excluding Martin Higginson), having consulted with Zeus Capital Limited, the Company's nominated adviser, consider that his participation in the Subscription is fair and reasonable insofar as the Company's shareholders are concerned.

Admission and Total Voting Rights

The Subscription and Retail Offer will be effected in two tranches. The first tranche of 37,165,873 new Ordinary Shares comprising of 34,957,143 Subscription Shares and all of the Retail Offer Shares (together the "Firm Shares") will utilise the Company's existing shareholder authorities granted to the directors at the Company's General Meeting held on 8 August 2025 to issue the Firm Shares on a non-pre-emptive basis for cash.

The second tranche of new Ordinary Shares comprises 5,328,572 Subscription Shares only (the "Conditional Shares") and will be conditional (amongst other things) on the passing of a resolution to be proposed at a General Meeting of the Company which will renew the Company's authority to disapply statutory pre-emption rights and issue shares on a non-pre-emptive basis for cash. Further details of the General Meeting will be announced in due course.

Application has been made for the Firm Shares to be admitted to trading on AIM ("Admission"). Admission is expected to take place on or around 12 February 2026.  Upon Admission, the Firm Shares will rank pari passu in all respects with the existing ordinary shares.

Following Admission, the total number of Ordinary Shares and voting rights in the Company will be 428,727,145. The Company does not hold any shares in treasury. The above figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

Following Admission of the Firm Shares, and inclusive of indirect holdings, Martin Higginson, a director of the Company, will hold 14.59% of the Ordinary Shares in the Company.

Certain of the Company's shareholders are deemed to be acting in concert in accordance with The Takeover Code (the "Concert Party"). Following Admission of the Firm Shares, the Concert Party holding will remain unchanged at 46.40% of the Ordinary Shares in the Company.

¹ordinary shares of 0.040108663 pence each in the Company ("Ordinary Shares")

Huddled Group plc Martin Higginson Michael Ashley Daniel Wortley Paul Simpson	[e-mail]
Zeus (Nominated Adviser and Joint Broker) James Hornigold, George Duxberry (Investment Banking) Dominic King (Corporate Broking) Shard Capital LLP (Joint Broker) Erik Woolgar Damon Heath	Tel + 44 (0) 203 829 5000
Alma Strategic Communications (Financial PR) Rebecca Sanders-Hewett Sam Modlin	[e-mail]

1.	Details of the person discharging managerial responsibilities / person closely associated
a.	Name	M Capital Investment Properties Limited
2.	Reason for the notification
a.	Position/status	A company wholly-owned by Martin Higginson, a Director of the Company
b.	Initial notification /Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	Huddled Group plc
b.	LEI	894500TW3TTWSJ7DYP93
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a.	Description of the financial instrument, type of instrument Identification code	Ordinary Shares of 0.040108663 pence Identification code (ISIN) for Huddled Group plc ordinary shares: GB00BD5JRP64
b.	Nature of the transaction	Subscription of ordinary shares
c.	Price(s) and volume(s)	Price(p) Shares 1.75p 6,872,153 (Firm Shares)
d.	Aggregated information Aggregated volume Price	N/A
e.	Date of the transaction	9 February 2026
f.	Place of the transaction	London Stock Exchange

 

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