Retail Offer

Rosslyn Data Technologies PLC

25 March 2026

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THE CONTENT OF THIS ANNOUNCEMENT, WHICH HAS BEEN PREPARED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY, HAS BEEN APPROVED BY CAVENDISH CAPITAL MARKETS LIMITED, WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY, SOLELY FOR THE PURPOSES OF SECTION 21(2)(B) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED).

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 ROSSLYN DATA TECHNOLOGIES PLC.

25 March 2026

Rosslyn Data Technologies plc

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

Retail Offer for up to £0.25 million

Rosslyn is pleased to announce a retail offer via the Bookbuild platform (the "Retail Offer") to raise up to £0.25 million (the "Retail Offer") through the issue of new ordinary shares of 0.1 pence each in the capital of the Company ("Ordinary Shares").  Under the Retail Offer, up to 12,500,000 new Ordinary Shares (the "Retail Offer Shares") will be made available at a price of 2.0 pence per Retail Offer Share.

In addition to the Retail Offer, earlier today the Company announced a proposed fundraising to raise approximately £1.1 million (before expenses) via a conditional placing (the "Placing") of new Ordinary Shares (the "Placing Shares" and, together with the Retail Offer Shares, the "Fundraising Shares") at a price of 2.0 pence per Placing Share (the "Issue Price"), and the issue of convertible loan notes (the "Convertible Loan Notes").

A separate announcement has been made regarding the Placing and the Convertible Loan Notes and their respective terms, and it also sets out the reasons for the fundraise and the use of proceeds. The proceeds of the Retail Offer will be utilised in the same way as the proceeds of the Placing and the Convertible Loan Notes.

The Issue Price represents a discount of approximately 16.7 per cent to the closing share price of 2.4 pence per existing Ordinary Share on 24 March 2026 (being the last practicable date prior to the date of this announcement). The issue price of the Retail Offer Shares is equal to the Issue Price.

The Retail Offer is conditional, inter alia, on the Retail Offer Shares being admitted to trading on the AIM market ("AIM") of the London Stock Exchange plc ("Admission"). It is anticipated that Admission will become effective and that dealings in the Retail Offer Shares will commence on AIM, at 8.00 a.m. on 14 April 2026.

The Retail Offer is not part of the Placing or the Convertible Loan Notes. Completion of the Retail Offer is conditional, inter alia, upon the completion of the Conditional Placing (as defined in the circular and below) and the Convertible Loan Notes but completion of the Conditional Placing and the Convertible Loan Notes are not conditional on the completion of the Retail Offer.

Expected Timetable in relation to the Retail Offer

Retail Offer opens	25 March 2026, 17:20
Latest time and date for commitments under the Retail Offer	31 March 2026, 12:00
Results of the Retail Offer announced	31 March 2026
Admission and dealings in Retail Offer Shares issued pursuant to the Retail Offer commence	14 April 2026

Any changes to the expected timetable set out above will be notified by the Company through a Regulatory Information Service. References to times are to London times unless otherwise stated.

Dealing Codes

Ticker	RDT
ISIN for the Ordinary Shares	GB00BMV2DB09
SEDOL for the Ordinary Shares	BMV2DB0

Retail Offer

The Company values its retail shareholder base and believes that it is appropriate to provide its retail 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 financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/674G81/authorised-intermediaries

Cavendish Capital Markets Limited will be acting as retail offer coordinator in relation to this Retail Offer (the "Retail Offer Coordinator").

Retail investors can contact their broker or wealth manager ("Intermediary") 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, inter alia, 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 at 5:20pm on 25 March 2026. The Retail Offer is expected to close at 12:00pm on 31 March 2026. Investors should note that financial 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 Retail Offer Coordinator or BookBuild at email: [e-mail].

To be eligible to participate in the Retail Offer, applicants must be a customer of one of the participating intermediaries listed on the above website, resident in the United Kingdom and aged 18 years or over.

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 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 exception from the prohibition of public offers specified in Part 1 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 and under an exemption from the requirement to publish a prospectus in the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook of the FCA.

The Retail Offer is not being made into any jurisdiction other than the United Kingdom or 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 (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 Financial Conduct Authority's Disclosure Guidance and Transparency Rules and the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

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/674G81/authorised-intermediaries

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 financial 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 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.

Key Investment Risks

The Retail Offer may involve a significant degree of risk including loss of capital, rarity of dividends, lack of liquidity and potential for dilution and should only be done as part of a diversified portfolio. The value of an investment and the income from it could go down as well as up. The return of your investment is not guaranteed and you may get back less than you originally invested. Past performance is not an indicator of future performance. Suffering a loss on your investment is always a possibility. Capital is at risk.

The potential gains and losses that may arise from your investments will depend on your appetite for risk and how you manage your approach to risk. Investing all your money into one type of investment can be a high risk strategy and concentrate risks to which you and that type of investment may be exposed. A managed approach to risk may be to diversify your investments you make across different companies' securities and different asset classes.

Extracts from the Company's announcement headed 'Proposed Fundraising' released at 4.35 p.m. today:

1.     Background to and reasons for the Fundraise

In October 2024, the Company announced a £3.35 million equity fundraise (before expenses) to primarily drive the execution of the Group's business strategy, and Rosslyn has continued to make progress since that time, namely:

(a)     Successful deployment of the Rosslyn platform with the Major Client

Initially contracted to the central procurement department of one of the world's 10 largest companies (the "Major Client"), the first phase of the project went live towards the end of FY 2025.

The deployment of the Rosslyn platform with the Major Client represents a significant strategic and operational endorsement of the Company's offering.

(b)     Launch and roll out of AICE

The Company's AI journey began at the start of FY 2024 when the Company sought to develop the Rosslyn Artificial Intelligence Classification Engine ("AICE"), a tool that could automate procurement data categorisation and classification post-extraction and enrichment.

Following a successful trial period, AICE became operational with the first customer in April 2024 and was then launched and made commercially available in FY 2025 as an additional module to Rosslyn's platform. Momentum has been maintained since, with AICE now rolled out and adopted by three customers, as well as being trialled by a further six customers, one of whom is the Major Client.

(c)     Development of two further AI-powered tools

Following the extraction, enrichment and classification of procurement data, the Group has looked to develop a procurement data lake which, through machine learning, can lead to predictive intelligence so that customers can better understand and act on their procurement data. This has resulted in the development and launch of two further AI-powered tools in addition to AICE, IniTrack and Benchmarking, with the first purchase being made in July 2025 by a global media and technology company:

●        IniTrack enables users to plan, track and report on the progress of their procurement initiatives in real time. The provision of predictive intelligence by the tool allows for the alert to a spend manager of a potential outcome. While primarily focused on spend, it also has the capability to track other initiatives, such as seeking to reduce risk within the supply chain or increase sustainability; and

●        Benchmarking has been designed to provide a comprehensive price comparison across a number of use cases. Users can gain insight into how their spending compares between divisions, against industry peers and public price books, with these comparisons available instantly.

(d)     Enhanced quality of revenue

The Company has previously announced its strategic decision to prioritise the quality of revenues and not renew certain low-value/low-margin contracts. This strategy, combined with certain price increases from existing clients and a reduction in hosting costs, has resulted in a significant improvement to gross margins for H1 2026 of 46.3 per cent. versus 35.7 per cent. for the same period in FY 2025. Further price increases are also expected from two more existing clients in FY 2026.

(e)     New contract wins

The Group has continued to seek new business wins and, as detailed in the Company's H1 2026 results, contracts with two new customers were signed in the first half of the financial year, comprising:

●        A three-year contract with a global media and technology company that will generate $160k of ARR as well as $60k in professional services fees in the first year. As outlined above, the customer, which is a spin-off of an existing long-standing customer of the Group, will be using IniTrack and Benchmarking; and

●        A one-year contract with a British train operating company signed in May 2025, which is worth £85k of revenue over the term of the contract.

Further to the above, in January 2026 the Company secured a new contract with a global leader in licensing process technology and supply of catalysts to provide solutions for clients to decarbonise and increase the yield and efficiency of their chemical processes. The current contract has a one-year term and has a total value of £95k, comprising licence fees of £65k and £30k for system implementation. This contract was awarded to the Group to ensure continued service provision to the customer following its divestiture from a pre-existing longstanding client of Rosslyn, for whom the commercial relationship with Rosslyn will continue separately.

The customer is currently in the process of being acquired by a major Fortune 500 company that serves a broad range of industries and geographies around the world. Should the acquisition complete, it is intended that the Rosslyn contract would be transferred to the customer's new parent organisation, and the Directors believe that this would also provide the Company the opportunity to expand its service provision within the Fortune 500 company.

The market

The Board believes that the Group remains well-positioned to benefit from a market that is undergoing significant disruption. There continues to be a requirement for a spend intelligence solution in order to provide data-driven agility, potential savings opportunities, sustainable supply chains, mitigations of financial risk, and improved cash flow, and Rosslyn has provided its solutions for over 18 years to enterprises with some of the most complex organisation and data landscapes.

The need for a spend intelligence solution is driven by a lack of visibility by procurement teams over large and/or poor quality datasets that may operate across multiple geographies, systems and currencies, and also a growing demand for enterprises to manage increasing large amounts of supply chain data.

The market that the Group operates in also continues to grow, with the global spend analytics market forecast to increase from $3.21 billion in 2024 to $21.30 billion in 2032 (Source: Spend Analytics Market - Global Market Size, Share, and Trends Analysis Report - Industry Overview and Forecast to 2032 | Data Bridge Market Research). The Directors believe that the total addressable market, being the enterprise segment, is currently valued at between $1.9bn - $2.6bn, and of this between $10 million - $25 million be accessible by the Company. The Directors believe the key trends driving this market growth can be attributed to increased technological development through a growth in AI capabilities and the Cloud, a rise in general compliance and corporate governance requirements, and macro-economic instability and challenges necessitating the need for cost-optimisation.

The Board continues to view the marketplace in three tiers and believes the goal for Rosslyn in each tier to be as follows:
Tier	No. of companies	Characteristics/Spend	Goals	Competition
1	500	•  Highly complex •  $10bn+ in spend	•  £250k+ ARR per fully deployed client •  £3m goal	•  SpendHQ •  Sievo
2	2,000	•  Highly complex •  $2bn+ in spend	•  £90k+ ARR per win •  £3m goal	•  SpendHQ •  Simfoni •  Sievo
3	5,000	•  Minimal complexity •  $250m+ in spend •  Divisional/regional level projects	•  £40k ARR per win •  £1m goal	•  Ignite Procurement •  Spendata

Growth strategy

The following roadmap has been identified that the Directors believe will enable the Company to be profitable and cash generative on a monthly basis in FY 2028:

(a)     The Major Client

In addition to the work performed with the Major Client to-date, the Group is currently in advanced discussions over the following two near-term opportunities:

●        Increasing the volume of data that the Major Client processes through Rosslyn's platform; and

●        Expansion of the Group's service provision with the Major Client through the commencement of trialling AICE in its central procurement department.

The Directors estimate that these initiatives could generate additional ARR of up to $340k.

(b)     Further customer adoption of new AI modules

The Company has an ongoing vision to empower procurement with AI-enhanced intelligence and decision automation for strategic excellence. In addition to IniTrack and Benchmarking, which the Directors believe, together with AICE, could generate £1 million of revenue through cross-selling to the existing customer base, the following additional AI-powered products have been identified for 2026 and beyond:

●        Automated Insights: Seeks to provide procurement teams with granular, actionable insights that are shared in real-time;

●        Enhanced Dashboarding: Already an existing module that is able to build flexible dashboards and reports through an intuitive user interface, aims to incorporate AI and natural language to improve its effectiveness and accuracy;

●        Strategic Playbooks: Intention for the module, once developed, to utilise AI to provide recommendations on category or supplier management; and

●        Connect Further AI: Aims to make use of consolidated, enriched and classified data to power internal AI projects.

The Group looks forward to providing updates on the above initiatives as they progress and as the AI market continues to grow the Board believes the ongoing adoption of its AI technologies by customers continues to represent a transformational opportunity for Rosslyn.

(c)     Conversion of pipeline

As at 31 October 2025, the Company had a total pipeline of £3.5 million, and a weighted pipeline of

£0.9 million. The pipeline currently comprises the following:

Pipeline	Short Term <6 months		Long Term >6 months
Major Client	£470k		£150k
New Business	£450k		£1,560k
Expansion with Existing Customers	£470k		£360k
Total	£1,390		£2,070k

In addition to the opportunities with the Major Client outlined above, the Directors believe there will be the chance to expand to other departments within the Major Client. An introduction has already been made to one department and the long term pipeline includes the expansion to a third department. The expansion opportunities with existing customers includes both upsells and renewals.

(d)     Continued tight cost control

The cash burn rate of the Company for H1 2026 was £175k per month. This has since been reduced following the implementation of a number of cost-cutting measures, including staff redundancies. The Directors believe this can come down further to an average monthly cash burn of £65k for FY 2027.

Fundraising

Notwithstanding the above progress and identified roadmap, it was announced in the Company's H1 2026 results that some of the pipeline it had expected to convert in H2 2026 would now be anticipated in the first half of the next financial year. Furthermore, the Board has not seen the return on investment it had expected on its partnership with one of the world's five largest consulting firms (the "Consulting Partner").

The Board has therefore continued to monitor the Group's various funding options, and with a cash balance of £0.7 million as at 31 October 2025 has decided that it is in the best interests of Shareholders and the Company to undertake the Fundraising. The Board believes that the net proceeds of the Fundraising, together with the execution of the Company's growth strategy, would contribute towards monthly cash generation and profitability in FY 2028, and has aspirations to grow the Company's ARR to £4 million in the near-term at a greater than 60 per cent. gross margin.

Without the additional funding proposed to be raised in connection with the Fundraising, the Board anticipates that the Group will face liquidity pressures and, in the absence of alternative funding proposals, would not have the sufficient funds required to meet its short-term working capital requirements.

The Board therefore strongly recommends that Shareholders vote in favour of the resolutions required to approve the Fundraising.

2.     Details of the Fundraising

Details of the Placing

The Company is conditionally raising gross proceeds of approximately £0.73 million through the Placing at the Issue Price. The Placing comprises a firm placing of 7,399,000 Firm Placing Shares and a conditional placing of 29,006,687 Conditional Placing Shares with new and existing institutional investors, other investors, and those referred to in paragraph 4 below. The Issue Price represents a discount of approximately 16.7 per cent. to the closing mid-market price of 2.4 pence on 24 March 2026, being the latest practicable date prior to publication of this announcement.

Pursuant to the Placing Agreement, Cavendish has conditionally agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price.

The Firm Placing has not been underwritten by Cavendish or any other party and is conditional, inter alia, on:

●        First Admission becoming effective by not later than 8.00 a.m. on 31 March 2026 (or such later date as may be agreed by the Company and Cavendish), but not longer than the Long Stop Date; and

●        the Placing Agreement becoming unconditional with respect to First Admission and not having been terminated by Cavendish in accordance with its terms.

The Conditional Placing has not been underwritten by Cavendish or any other party and is conditional, inter alia, on:

●        the Placing Agreement not having been terminated in accordance with its terms prior to Admission;

●        the Resolutions being passed by Shareholders at the General Meeting;

●        the issue of the 2026 Convertible Loan Notes; and

●        Second Admission becoming effective by no later than 8.00 a.m. on 14 April 2026 (or such later time and/or date as the Company and Cavendish may agree), but not later than the Long Stop Date.

The Conditional Placing is not conditional upon the completion of the Retail Offer, but is conditional upon the issue of the 2026 Convertible Loan Notes. Completion of the Retail Offer and the issue of the 2026 Convertible Loan Notes are conditional, inter alia, upon completion of the Conditional Placing.

The Placing Agreement contains customary warranties from the Company in favour of Cavendish in relation to, inter alia, the accuracy of the information in this document and other matters relating to the Company and its business. In addition, the Company has agreed to indemnify Cavendish in relation to certain liabilities that they may incur in respect of the Fundraising.

The Fundraising comprises the Firm Placing, the Conditional Placing, the issue of the 2026 Convertible Loan Notes and the Retail Offer. The Conditional Placing is conditional, among other matters, on the passing of resolutions to be proposed at the General Meeting, granting authority to the Directors to allot the Conditional Placing Shares, the Fee Shares, the Retail Offer Shares and issue the 2026 Convertible Loan Notes on a non- pre-emptive basis, and on Second Admission.

Cavendish (acting in good faith) has the right to terminate the Placing Agreement in certain circumstances prior to First Admission or Second Admission, including (but not limited to): in the event that there has, in the opinion of Cavendish (acting in good faith) been a breach, or an alleged breach, of any of the warranties in the Placing Agreement or there has occurred in the opinion of Cavendish (acting in good faith) a material adverse change or any development reasonably likely to involve a prospective material adverse change in the condition (financial, operational, legal or otherwise), earnings, business affairs or business prospects of the Company or the Group (which is material in the context of the Group taken as a whole), whether or not foreseeable as at the date of the Placing Agreement and whether or not arising in the ordinary course of business. Cavendish may also terminate the Placing Agreement if there has been a significant change in certain international financial markets, a suspension or material limitation in trading on certain stock exchanges or a material disruption in commercial banking or securities settlement or clearance which Cavendish considers (acting in good faith) makes it impractical or inadvisable to proceed with the Placing or Admission.

Details of the Retail Offer

The Company values its retail Shareholder base and believes that it is appropriate to provide the retail community resident in the United Kingdom the opportunity to participate in the Retail Offer at the Issue Price.

The Company is therefore making the Retail Offer available in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/674G81/authorised-intermediaries. Cavendish will be acting as retail offer coordinator in relation to this Retail Offer (the "Retail Offer Coordinator").

Retail shareholders can contact their broker or wealth manager ("Intermediary") 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, inter alia, 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 opened to eligible investors in the United Kingdom at 4.40 p.m. on 25 March 2026. The Retail Offer is expected to close at 12.00 p.m. on 31 March 2026. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

To be eligible to participate in the Retail Offer, applicants must be a customer of one of the participating intermediaries listed on the above website, resident in the United Kingdom and aged 18 years or over.

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 is an offer to subscribe for transferable securities and has been offered in the United Kingdom under an exception from the prohibition on offers to the public pursuant to Schedule 1 (Part 1) of the POATR and under an exemption from the requirement to publish a prospectus under the PRM.

As set out above, a separate announcement will shortly be made by the Company regarding the Retail Offer and its terms.

Conditional on the Conditional Placing being completed and Second Admission taking effect and the issue of the 2026 Convertible Loan Notes, up to 12,500,000 Retail Offer Shares will be issued pursuant to the Retail Offer at the Issue Price to raise proceeds of up to £0.25 million (before expenses). The Retail Offer Shares, when issued and fully paid, will rank pari passuin all respects with the Existing Ordinary Shares (and the Placing Shares).

Details of the 2026 Convertible Loan Notes

Hargreave Hale AIM VCT plc ("Canaccord") and Maven Renovar VCT plc ("Maven"0 have each signed a non-binding term sheet for £175,000 each of 10 per cent. convertible loan notes. The terms of the 2026 Convertible Loan Notes are that they are repayable after 5 years and carry an interest rate of 10 per cent. per annum which will be rolled up. The Fundraise is conditional on binding agreements being entered into for the issue of these convertible loan notes.

The principal and rolled up interest are convertible into Ordinary Shares at the repayment date at the noteholders option. The 2026 Convertible Loan Notes convert into Ordinary Shares at a price of the lower of (1) 2.0p, (2) the subscription price of the last funding round prior to a conversion event, (3) in respect of an early redemption only, the closing bid price per Ordinary Share on the business day immediately preceding the date of the conversion, or (4) a 25 per cent. discount on the offer price per Ordinary Share on a change of control. Such conversion price can never be lower than the nominal value of the Ordinary Shares.

3.     Directors, PDMR and Substantial Shareholders' intended participation in the Fundraising

In addition to Canaccord's participation in the 2026 Convertible Loan Notes, the following Directors, PDMR and certain substantial shareholders (as defined in the AIM Rules) have each indicated their intentions to subscribe for, in aggregate, 22,000,000 Placing Shares at the Issue Price, as follows:

Name	Number of Existing Ordinary Shares	Intended number of Placing Shares subscribed for	Expected number of Ordinary Shares held on Admission	Expected % of Enlarged Issued Share Capital
James Appleby Non-Executive Chairman	5,830,909	3,000,000	8,830,909	6.90%
John Chessher Non-Executive Director	Nil	1,000,000	1,000,000	0.78%
Ed Riddell Finance Director	Nil	500,000	500,000	0.39%
First Equity Limited	10,680,000	10,000,000	20,680,000	16.16%
Bottomley Family	8,425,000	7,500,000	15,925,000	12.44%

1.     Assuming the Retail Offer is subscribed for in full.

4.     EIS/VCT Schemes

Although the Directors believe that the Placing Shares to be issued pursuant to the Placing will be 'eligible shares' and will be capable of being a qualifying holding for the purposes of investment by VCTs and will also satisfy the conditions of section 173 of ITA for the purposes of the EIS and the Directors are not aware of any subsequent change in the qualifying conditions or the Company's circumstances that would prevent the Placing Shares from being eligible for EIS and VCT investments on this occasion, none of the Directors, the Company, Cavendish, any of their respective directors, officers, employees, affiliates or advisers give any warranty or undertaking or other assurance that relief will be available in respect of any investment in the Placing Shares, nor do they warrant or undertake or otherwise give any assurance that the Company will conduct its activities in a way that qualifies for or preserves its status.

5.     Admission, Settlement, Dealings and Total Voting Rights

The New Ordinary Shares will, when issued, be credited as fully paid up 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 on or in respect of the Ordinary Shares after the date of issue of the New Ordinary Shares, and will on issue be free of all claims, liens, charges, encumbrances and equities.

Application will be made to the London Stock Exchange for the admission of the Firm Placing Shares to trading on AIM and it is expected that First Admission will occur at 8.00 a.m. on 31 March 2026 or such later time and/or date as Cavendish and the Company may agree.

Subject to the passing of the Resolutions, application will be made to the London Stock Exchange for the admission of the Conditional Placing Shares, the Fee Shares and the Retail Offer Shares to trading on AIM. Second Admission is expected to occur at 8.00 a.m. on 14 April 2026 2026 or such later time and/or date as

Cavendish and the Company may agree (being in any event no later than 8.00 a.m. on 28 April 2026).

6.     General Meeting

A notice convening a general meeting of the Company to be held at the offices of the Company at C/O Ampa Holdings LLP, Level 19, The Shard, 32 London Bridge Street, London, United Kingdom, SE1 9SG at 11.00 a.m. on 13 April 2026 will be included in the Circular.

The Notice of General Meeting will set out the proposed Resolutions upon which Shareholders will be asked to vote. The Resolutions are an ordinary resolution to issue and allot, as applicable, the Conditional Placing Shares, the Fee Shares, the Retail Offer Shares and the 2026 Convertible Loan Notes and a special resolution to disapply pre-emption rights for the issue of the Conditional Placing Shares, the Fee Shares, the Retail Offer Shares and the 2026 Convertible Loan Notes. The ordinary resolutions will require a majority of those Shareholders present in person or by proxy and the special resolution will require a majority of 75 per cent. of those Shareholders voting to vote in favour in order to be passed.

DEFINITIONS

The following definitions apply throughout this document and the accompanying Form of Proxy, unless the context requires otherwise or unless it is otherwise specifically provided:

"2026 Convertible Loan Notes"      the 10 per cent. convertible loan notes to be issued to each of 2026 CLN Holders

"2026 CLN Holders"                       Hargreave Hale AIM VCT plc and Maven Renovar VCT plc

"Admission"                                  the First Admission and/or the Second Admission, as the case may be

"AIM"                                             the market of that name operated by the London Stock Exchange

"AIM Rules"                                   the AIM Rules for Companies published by the London Stock Exchange from time to time

"Announcement"                           the announcement of the Transaction made by the Company on 25 March 2026

"Articles"                                       the articles of association of the Company

"Bookbuild Platform"                    the online capital markets platform developed by BB Technology Limited, a company registered in England and Wales with company number 13508012 and whose registered office is at Kinetic Business Centre, Theobald Street, Elstree, Hertfordshire, England, WD6 4PJ

"certificated" or

"in certificated form"

an Existing Ordinary Share recorded on the Company's share register as being held in certificated form (namely, not in CREST)

"Circular" or "document"              s circular, containing details of the Transaction and Notice of General  Meeting

"Company" or "Rosslyn"               Rosslyn Data Technologies plc, a company incorporated in England

and Wales under the Companies Act 2006 with registered number 08882249 and having its registered office at C/O Ampa Holdings LLP, Level 19, The Shard, 32 London Bridge Street, London, United Kingdom, SE1 9SG

"Conditional Placing"                    the placing of the Conditional Placing Shares

"Conditional Placing Shares"                the new Ordinary Shares to be issued and allotted pursuant to the

Conditional Placing

"CREST" or "CREST system"      the relevant system (as defined in the CREST Regulations) in respect

of which Euroclear is the operator (as defined in those regulations)

"CREST Regulations"                    the Uncertificated Securities Regulations 2001 (SI2001/3755)

"Directors" or "Board"                   the directors of the Company or any duly authorised committee

thereof

"EIS"                                             Enterprise Investment Scheme

"Enlarged Issued Share Capital" the issued ordinary share capital of the Company immediately

following Second Admission

"Euroclear"                                    Euroclear UK & International Limited, the operator of CREST

"Existing Ordinary Shares"            the 73,987,425 Ordinary Shares in issue prior to the Fundraising

"FCA"                                            the Financial Conduct Authority

"Fee Shares"                                 the 5,114,164 new Ordinary Shares to be issued and allotted to a financial adviser in lieu of fees owed

"Firm Placing"                               the placing of the Firm Placing Shares

"Firm Placing Shares"                   the new Ordinary Shares to be issued and allotted pursuant to the

Firm Placing

"First Admission"                         the admission of the Firm Placing Shares to trading on AIM   becoming effective in accordance with Rule 6 of the AIM Rules

"Form of Proxy"                            the form of proxy for use by Shareholders in connection with the

General Meeting which accompanies this document

"FSMA"                                         the Financial Services and Markets Act 2000, as amended

"Fundraise" or "Fundraising"        the Firm Placing, Conditional Placing, issue of the 2026 Convertible

Loan Notes and Retail Offer

"FY 2025"                                       the financial year ended 30 April 2025

"General Meeting"                          the general meeting of the Company convened for 11.00 a.m. on 13 April 2026 (or any adjournment thereof) notice of which is set out at the end of this document

"Group"                                         Rosslyn Data Technologies plc and its subsidiary undertakings

"ISIN"                                            International Securities Identification Number

"Issue Price"                                  2.0 pence per New Ordinary Share

"London Stock Exchange"             London Stock Exchange plc

"Long Stop Date"                           28 April 2026

"New Ordinary Shares"                  the Placing Shares, the Retail Offer Shares and the Fee Shares

"Nominated Adviser" or

"Cavendish"

Cavendish Capital Markets Limited, the Company's nominated adviser and sole broker

"Notice of General Meeting"           the notice convening the General Meeting set out at the end of this

document

"Ordinary Shares"                          ordinary shares of 0.1 pence each in the capital of the Company

"Placing"                                       the conditional placing of Placing Shares by Cavendish on behalf of the Company at the Issue Price pursuant to the Placing Agreement

"Placing Agreement"                     the agreement dated 25 March 2026 between the Company and

Cavendish relating to the Firm Placing and the Conditional Placing

"Placing Shares"                           the Firm Placing Shares and the Conditional Placing Shares

"POATR"                                       the Public Offers and Admissions to Trading Regulations 2024

"PRM"                                           Prospectus Rules: Admission to Trading on a Regulated Market sourcebook

"Registrar"                                     MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds LS1 4DL

"Regulatory Information Service" or "RIS"

a service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA's website, http://www.fca.org.uk/

"Resolutions"                                the resolutions proposed at the General Meeting as set out in the Notice of General Meeting

"Retail Offer"                                 the proposed conditional offer of Retail Offer Shares to retail investors in the United Kingdom through intermediaries on the Bookbuild Platform pursuant to the Retail Offer Intermediaries Agreements and the Retail Offer documents

"Retail Offer Intermediaries Agreements"

the agreements between the Company and the intermediaries in relation to the Retail Offer which set out the terms and conditions upon which each intermediary agrees to make the Retail Offer available to retail investors in the United Kingdom to subscribe for Retail Offer Shares

"Retail Offer Shares"                      the up to 12,500,000 new Ordinary Shares to be issued pursuant to

the Retail Offer

"Second Admission"                     the admission of the Conditional Placing Shares, the Fee Shares and the Retail Offer Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules

"Securities Act"                             the United States Securities Act of 1933, as amended

"Shareholders"                              the holders of Ordinary Shares (as the context requires) at the relevant time

"Transaction"                                 the Fundraising and issue of the Fee Shares

"uncertificated" or

"in uncertificated form"

recorded on the relevant register of Ordinary Shares as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST

"United Kingdom" or "UK"             the United Kingdom of Great Britain and Northern Ireland

"United States" or "UK" or "USA" the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and any other area subject to its jurisdiction

For further information, please contact:

Rosslyn
Paul Watts, Chief Executive Officer James Appleby, Chairman	[phone]
Cavendish Capital Markets Limited (Nominated adviser and Broker)
Stephen Keys / George Lawson / Joe Smith	[phone]
Gracechurch Group (Financial PR)
Claire Norbury/Anysia Virdi	[phone]

Further information on the Company can be found on its website at: https://rosslyn.ai/investors

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

Important Notices

This is a financial promotion and is not intended to be investment advice. The content of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Cavendish Capital Markets Limited, which is authorised and regulated by the Financial Conduct Authority, solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

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 (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, 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 or to or for the account or benefit of any US person (within the meaning of Regulation S under the US Securities Act) (a "US Person"). No public offering of the Retail Offer Shares is being made in the United States. The Retail Offer 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. 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 Retail Offer 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.

The 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.

Cavendish Capital Markets Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the Retail Offer, Admission and the other arrangements referred to in this announcement.

The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency 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.

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. Each of the Company and Cavendish Capital Markets Limited expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Conduct Authority, the London Stock Exchange or applicable law.

The information in this announcement is for background purposes only and does not purport to be full or complete. None of Cavendish Capital Markets Limited or any of its 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. Each of Cavendish Capital Markets Limited and its respective affiliates, accordingly disclaims all and any liability whether arising in tort, contract or otherwise which it 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 Share 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 Retail Offer 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.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Retail Offer Shares have been subject to a product approval process, which has determined that the Retail Offer 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 paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Retail Offer Shares may decline and investors could lose all or part of their investment; the Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the Retail Offer 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 any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; 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 Retail Offer Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Retail Offer 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 Retail Offer Shares have been subject to a product approval process, which has determined that the Retail Offer 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 "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Retail Offer Shares may decline and investors could lose all or part of their investment; the Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the Retail Offer 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 EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.

For the avoidance of doubt, the EU 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 Retail Offer Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Retail Offer Shares and determining appropriate distribution channels.

 

END