Proposed cancellation of admission to AIM

The information contained within this announcement is deemed by the Company to constitute inside information pursuant to Article 7 of EU Regulation 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended. With the publication of this announcement, this information is now considered to be in the public domain.

20 November 2025

H C SLINGSBY PLC

("Slingsby" or the "Company" or the "Group")

Proposed cancellation of admission of Ordinary Shares to trading on AIM

Proposed adoption of New Articles

and

Notice of General Meeting

HC Slingsby PLC (AIM: SLNG), one of the market leaders in the distribution of industrial and commercial equipment, today announces the proposed cancellation of admission of its Ordinary Shares to trading on AIM (the "Cancellation") and the proposed adoption of new articles of association (the "New Articles").

A circular (the "Circular") will today be posted to Shareholders which includes notice of a General Meeting of the Company which is being convened for 15 December 2025 at the offices of Hill Dickinson LLP, 11 Wellington Place, Leeds, LS1 4AP at 2.00 p.m. (the "General Meeting") at which the following Resolutions will be proposed for the purposes of implementing the following Proposals:

· Resolution 1, which will be proposed as a special resolution and which is conditional upon the passing of Resolution 2, is to approve the Cancellation (the "Cancellation Resolution").

· Resolution 2, which is proposed as a special resolution and which is conditional upon the passing of Resolution 1 and the Cancellation becoming effective, is to approve the adoption of the New Articles.

The Company has received irrevocable undertakings from Shareholders including the Directors, representing approximately 73.12 per cent. of the Company's issued ordinary share capital, to vote in favour of the Resolutions.

The Cancellation Resolution is conditional, pursuant to Rule 41 of the AIM Rules, upon the approval of Shareholders holding not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting.

In the event that Shareholders approve the Cancellation, it is anticipated that the last day of dealings in the Ordinary Shares on AIM will be 22 December 2025 and that the effective date of the Cancellation will be 23 December 2025.

A copy of this announcement and the Circular will be made available shortly on the Investors section of the Company's website at www.slingsby.com.

The above summary should be read in conjunction with the full text of this announcement and the Circular, extracts from which are set out below. All capitalised terms used throughout this announcement shall have the meanings given to such terms in the Definitions section of this announcement below and as defined in the Circular. References to 'this document' refer to the Circular. References to numbered 'Parts' below refer to the relevant parts of the Circular.

For further information, please contact:

EXTRACTS FROM THE CIRCULAR

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

1. All of the times referred to in this document refer to UK time, unless otherwise stated.

2. Each of the above times and/or dates is subject to change at the absolute discretion of the Company If any of the above times and/or dates should change, the revised times and/or dates will be announced through a Regulatory Information Service.

PART 1

LETTER FROM THE CHAIRMAN OF HC SLINGSBY PLC

Proposed cancellation of admission to trading on AIM and adoption of new articles of association

And

Notice of General Meeting

1. Introduction and summary

Slingsby is a UK-based supplier of industrial and commercial equipment, providing a wide range of workplace products such as storage, handling, and safety solutions. Founded in 1893 and headquartered in Shipley, West Yorkshire, the Company serves businesses across the lifting, storage safety, security and hygiene sectors. It operates primarily through its online platform and catalogues, offering over 45,000 products to support efficient and safe workplace operations.

On 20 November 2025 the Company announced that the Board recommends the Cancellation of the admission of the Company's Ordinary Shares on AIM and the adoption of New Articles and is convening the General Meeting for such purposes. 

The purpose of this document is, amongst other things, to provide you with more information about the background to and reasons for the Proposals, to explain the consequences of the Proposals, to explain why the Board considers the Proposals to be in the best interests of the Company and its Shareholders as a whole and why the Directors unanimously recommend that you vote in favour of the Resolutions to be proposed at the General Meeting, notice of which is set out at the end of this document.

If the Cancellation Resolution is passed at the General Meeting, it is anticipated that the Cancellation will become effective at 7.00 a.m. on 23 December 2025. The Cancellation Resolution is conditional, pursuant to Rule 41 of the AIM Rules, upon the approval of Shareholders holding not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting, notice of which is set out at the end of this document.

The Company has received irrevocable undertakings from Shareholders including the Directors, representing approximately 73.12 per cent. of the Company's issued ordinary share capital, to vote in favour of the Resolutions.

In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the date of the proposed Cancellation which is expected to become effective at 7.00 a.m. on 23 December 2025.

Following the Cancellation there will be no formal market mechanism enabling Shareholders to trade Ordinary Shares and there will not be a formal matched bargain facility in place. If Shareholders wish to buy or sell Ordinary Shares on AIM, they must do so prior to the Cancellation becoming effective. As noted above, in the event that Shareholders approve the Cancellation, it is anticipated that the last day of dealings in the Ordinary Shares on AIM will be 22 December 2025 and that the effective date of the Cancellation will be 23 December 2025.

2. Recent trading and prospects

Unaudited Group sales in the nine months to 30 September 2025 were 3 per cent. lower when compared to the same period in the prior financial year. Despite the reduction in sales, lower overhead costs have resulted in an unaudited operating profit before exceptional items of £45,000 (2024: £131,000 loss). 

Unaudited loss before tax for the nine months to 30 September 2025 was £237,000 after an exceptional item of £42,000 relating to the costs of the formal sale process under the Takeover Code which took place in the first quarter of the year and after £231,000 of interest relating to the defined benefit pension scheme. The unaudited loss before tax in the nine months ended 30 September 2024 was £526,000 (after exceptional costs associated with the retirement of Dominic Slingsby of £200,000 and interest relating to the defined benefit pension scheme of £203,000). 

The market continues to be highly competitive, and the Group continues to remain cautious regarding the outlook for the remainder of the current financial year. This is particularly the case given the increase in operating costs resulting from the increases in the national minimum wage, employers' national insurance and from changes to business rates. It also appears that certain customers are deferring their spending decisions pending the outcome of the Chancellor's 2025 Autumn Statement in late November. 

The impact that these factors may have on demand for the Group's products going forward is difficult to forecast. There also continues to be the potential for credit related issues should customers become insolvent.

Cash Position

The Group had unaudited net debt of approximately £340,000 as at 30 September 2025 compared to unaudited net debt of £360,000 as at 30 September 2024 and net debt of £550,000 as at 31 December 2024. The Group's banking facilities remain in place and the Group continues to make payments to the defined benefit pension scheme in accordance with the agreement reached with the scheme's trustee in March 2024.

3. Background to and reasons for the Cancellation

The Board has conducted a review of the benefits and drawbacks for the Company and its Shareholders of retaining the admission to trading of the Ordinary Shares on AIM. The Board has taken into consideration numerous factors, both positive and negative, and considered the interests of all Shareholders in reaching its decision. Following this review, the Board has concluded that the continued admission to trading of the Ordinary Shares on AIM is not appropriate and, accordingly, believe that the Cancellation will be in the best interests of the Company and its Shareholders as a whole for the reasons set out below.

Limited free float and lack of liquidity in the Ordinary Shares

The Directors believe that the current and historical levels of liquidity in trading of the Company's Ordinary Shares on AIM do not, in itself, offer investors the opportunity to trade in meaningful volumes or with frequency within an active market and in a way that provides additional value to the Shareholders compared to if the Company was an unquoted company. The Directors believe that the pool of readily tradeable shares outside of the holdings of the Directors and certain substantial shareholders is limited.

Cost, management time and the legal and regulatory burden associated with maintaining the Company's admission to trading on AIM

The Directors believe that the considerable management time and cost and the legal and regulatory burden associated with maintaining the Company's admission to trading on AIM is, in the Board's opinion, disproportionate to the benefits of the Company's continued admission to trading on AIM, particularly given the limited and inconsistent liquidity in the Ordinary Shares as described above. Given the lower costs associated with unquoted company status, the Cancellation will reduce the Company's recurring administrative and adviser costs which the Board believes can be better spent supporting and investing in the Group's business. These administrative and adviser cost savings include:

· Nominated adviser and broker fees;

· London Stock Exchange fees;

· Audit cost premium associated with being a quoted company, including the greater time required to meet regulatory and disclosure obligations; and

· Legal review costs on general market compliance matters.

The Cancellation will also permit the re-allocation of some internal resources and allow more time for the Board to focus on commercial and operational matters.

Business and Strategic Flexibility

The Board believes that its flexibility to move quickly and explore, initiate and participate in transactional or strategic opportunities will be enhanced by the Cancellation, without the Company having the constraints of triggering announcement obligations. This may be advantageous in the Company's business development discussions which may ultimately benefit the Company and Shareholders as a whole.

Support from Shareholders

The Company has obtained irrevocable undertakings for the Proposals from Shareholders representing 73.12 per cent. of the Company's current issued share capital. Further details are set out below.

As a result of this review and following careful consideration, the Board considers the disadvantages associated with maintaining the admission of the Ordinary Shares to trading on AIM to be disproportionately high when compared to the perceived benefits and therefore, the Board has unanimously concluded that the Proposals are in the best interests of the Group and its Shareholders as a whole.

4. Process for, and principal effects of, the Cancellation

Under the AIM Rules, the Company is required to give at least 20 clear Business Days' notice of the Cancellation. Additionally, the Cancellation will not take effect until at least five clear Business Days have passed following the passing of the Cancellation Resolution. If the Cancellation Resolution is passed at the General Meeting, it is proposed that the last day of trading in the Ordinary Shares on AIM will be 22 December 2025 and that the Cancellation will take effect at 7.00 a.m. on 23 December 2025.

Under the AIM Rules, it is a requirement that the Cancellation must be conditional upon the consent of not less than 75% of votes cast by Cancellation Resolution is conditional Shareholders given at the General Meeting. Accordingly, the Notice of General Meeting set out in at the end of this Document contains a special resolution to approve the Cancellation.

The principal effects of the Cancellation will include, among other things, the following:

· as a (unquoted) public limited company, there will be no formal market mechanism enabling Shareholders to trade Ordinary Shares, and no price will be publicly quoted for the Ordinary Shares;

· it is possible that, following the publication of this document, the liquidity and marketability of the Ordinary Shares may be significantly reduced (more than its current subdued levels), and their value adversely affected (however, as set out above, the Directors believe that the existing liquidity in the Ordinary Shares is, in any event, limited);

· the Ordinary Shares may be more difficult to sell compared to shares of companies traded on AIM (or any other recognised market or trading exchange);

· in the absence of a formal market and quoted price, it may be difficult for Shareholders to determine the market value of their investment in the Company at any given time;

· the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AIM will no longer apply. In particular:

o  the Company will no longer be subject to UK MAR regulating inside information and other matters;

o  the Company will no longer be required to publicly disclose any change in major shareholdings in the Company under the Disclosure Guidance and Transparency Rules;

o  Shareholders will no longer be afforded the protections given by the AIM Rules, such as the requirement to appoint a nominated adviser or the requirement that Shareholders be notified of price sensitive information or certain events or that the Company should seek shareholder approval for certain corporate actions, where applicable, including:

§ substantial transactions, reverse takeovers, related party transactions; and

§ fundamental changes in the Company's business, including certain acquisitions and disposals;

· the levels of disclosure and corporate governance within the Company will not be as stringent as for a company quoted on AIM;

· Allenby Capital will cease to be AIM nominated adviser to the Company for the purpose of the AIM Rules;

· The Company intends to cease its CREST facility in due course following the Cancellation and although the Ordinary Shares will remain transferable, they will cease to be transferable through CREST and Shareholders who hold Ordinary Shares in CREST will receive share certificates;

· stamp duty may be due on transfers of shares and agreements to transfer shares unless a relevant exemption or relief applies to a particular transfer; and

· the Cancellation may have personal taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser.

The above considerations are not exhaustive, and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.

For the avoidance of doubt, the Company will remain registered with the Registrar of Companies in England and Wales in accordance with and subject to the Act, notwithstanding the Proposals.

5. The Takeover Code

The Takeover Code (the "Code") applies to any company which has its registered office in the UK, the Channel Islands or the Isle of Man if any of its equity share capital or other transferable securities carrying voting rights are admitted to trading on a UK regulated market, a UK multilateral trading facility, or a stock exchange in the Channel Islands or the Isle of Man. The Code therefore applies to the Company as its securities are admitted to trading on AIM, which is a UK multilateral trading facility.

The Code also applies to any company which has its registered office in the UK, the Channel Islands or the Isle of Man if any of its securities were admitted to trading on a UK regulated market, a UK multilateral trading facility, or a stock exchange in the Channel Islands or the Isle of Man at any time during the preceding two years.

Accordingly, if the Cancellation is approved by Shareholders at the General Meeting and becomes effective, the Code will continue to apply to the Company for a period of two years after the Cancellation, following which the Code will cease to apply to the Company.

While the Code continues to apply to the Company, a mandatory cash offer will be required to be made if either:

· any person acquires an interest in shares which (taken together with the shares in which the person or any person acting in concert with that person is interested) carry 30% or more of the voting rights of the company; or

· any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30% of the voting rights of a company but does not hold shares carrying more than 50% of such voting rights and such person, or any person acting in concert with that person, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which that person is interested.

Brief details of the Takeover Panel, and of the protections afforded by the Code, are set out in Part 2 of this document. 

Before voting on the Cancellation, you may want to take independent professional advice from an appropriate independent financial adviser.

6. Transactions in the Ordinary Shares prior to and post the proposed Cancellation

Prior to the Cancellation

Shareholders should note that they are able to continue trading in the Ordinary Shares on AIM prior to the Cancellation.

The Directors are aware that certain Shareholders may be unable or unwilling to hold Ordinary Shares in the event that the Cancellation is approved and becomes effective. Such Shareholders may consider selling their interests in the market prior to the Cancellation becoming effective. The Board is not making any recommendation as to whether or not Shareholders should buy or sell their Ordinary Shares.

Following the Cancellation

There will not be a formal matched bargain facility in place following Cancellation.

Following Cancellation, as the Ordinary Shares will no longer be traded on a public market, the Company intends to use reasonable endeavours where possible to facilitate introductions and communication amongst Shareholders who wish to sell their Ordinary Shares and those persons who wish to purchase Ordinary Shares. To do this, Shareholders or persons wishing to acquire or sell Ordinary Shares will be able to leave an indication with the Company at the following email address ([email protected]) that they are prepared to buy or sell a specified number of Ordinary Shares at a specified price. In the event that the Company is able to match that order with an offer to sell or buy instruction, the Company will contact both parties to effect the order. In carrying out such activities, the Company will take no responsibility to match up Shareholders wishing to sell and purchase Ordinary Shares, and no responsibility in respect of the timeframe in which introductions or communications (if any) are made or as to the price of which any share transactions might take place. The Company may choose to cease providing such introductions at any time in the future, in its absolute discretion. 

If Shareholders wish to buy or sell Ordinary Shares on AIM, they must do so prior to the Cancellation becoming effective. As noted above, in the event that Shareholders approve the Cancellation, it is anticipated that the last day of dealings in the Ordinary Shares on AIM will be 22 December 2025 and that the effective date of the Cancellation will be 23 December 2025.

7. Provision of information, services and facilities following the Cancellation

The Company currently intends to continue to provide certain information, services and facilities to Shareholders following the Cancellation. The Company will:

· communicate information to Shareholders about the Company's ongoing performance, to the extent required by the Act, including in relation to its annual accounts; and

· continue, for at least 12 months following the Cancellation, to maintain the investor section of its website (https://www.slingsby.com/), although Shareholders should be aware that there will be no obligation on the Company to:

o  include the information required under the Disclosure Guidance and Transparency Rules, AIM Rule 26;

o  update the website as currently required by the AIM Rules; or

o  facilitate introductions and communication amongst Shareholders who wish to sell their Ordinary Shares and those persons who wish to purchase Ordinary Shares as stated in Section 6 of this document and the Company may choose to cease providing such introductions at any time in the future, in its absolute discretion.

8. Adoption of New Articles of Association

In connection with the Cancellation, it is proposed that the Company should adopt the New Articles in place of the existing articles of association. Subject to the passing of Resolution 2 to be proposed at the General Meeting, the New Articles will be adopted following the Cancellation becoming effective. As the Company will remain an unquoted public limited company immediately following the Cancellation there will be minimal amendments to the existing articles of association. The Company will continue to hold an annual general meeting for so long as it remains an unquoted public limited company. The principal changes to the Company's existing articles of association are set out below:

· The New Articles will not contain certain of the detailed provisions of the current articles of association which are common for listed companies, and which will not be necessary for the Company following the Cancellation.

· The Slingsby Shareholders will as a class have the right to appoint and remove one independent third party to be a director of the Company subject to the Slingsby Shareholders holding between them no less than 25% of the issued Ordinary Shares from time to time.

· The Chadwick Shareholders will as a class have the right to appoint and remove one independent third party to be a director of the Company subject to the Chadwick Shareholders holding no less than 25% of the issued Ordinary Shares from time to time.

A copy of the proposed New Articles will be available for inspection on the Company's website at: https://www.slingsby.com/ from the date of this document until the end of the General Meeting.

9. The General Meeting

Set out at the end of this document is a notice convening the General Meeting to be held on 15 December 2025 at the offices of Hill Dickinson LLP, 11 Wellington Place, Leeds, LS1 4AP at 2.00 p.m., at which the following Resolutions will be proposed for the purposes of implementing the Proposals.

· Resolution 1, which will be proposed as a special resolution and which is conditional upon the passing of Resolution 2, is to approve the Cancellation.

· Resolution 2, which is proposed as a special resolution and which is conditional upon the passing of Resolution 1 and the Cancellation becoming effective, is to approve the adoption of the New Articles.

10. Irrevocable Undertakings

The Company has received irrevocable undertakings from the Directors to vote in favour of the Resolutions in respect of their entire holdings amounting to, in aggregate 158,989 Ordinary Shares representing approximately 14.42 per cent. of the Ordinary Shares and voting rights in the Company as at the date of this document.

In addition, the Company has received irrevocable undertakings from other Shareholders holding 647,119 Ordinary Shares representing approximately 58.70 per cent. of the Ordinary Shares and voting rights in the Company as at the date of this document.

Accordingly, the Company has received irrevocable undertakings from shareholders to vote in favour of the Resolutions in respect of an aggregate 806,108 Ordinary Shares representing approximately 73.12 per cent. of the Ordinary Shares and voting rights in the Company as at the date of this document.

11. Action to be taken

Shareholders can vote electronically via the Investor Centre app or by accessing the web browser at https://uk.investorcentre.mpms.mufg.com/. Alternatively, a hard copy Form of Proxy may be requested from MUFG Corporate Markets. The Form of Proxy should be completed and signed in accordance with the instructions thereon and returned to the Company's registrars, MUFG Corporate Markets at PXS 1 Central Square 29 Wellington Street Leeds LS1 4DL, as soon as possible, but in any event so as to be received by no later than 2.00 p.m. on 11 December 2025 (or, if the General Meeting is adjourned, 48 hours (excluding any part of a day that is not a working day) before the time fixed for the adjourned meeting).DN 5.

If you hold your Ordinary Shares in uncertificated form in CREST, you may vote using the CREST Proxy Voting service in accordance with the procedures set out in the CREST Manual. Further details are also set out in the notes accompanying the Notice of General Meeting at the end of this document. Proxies submitted via CREST must be received by MUFG Corporate Markets at PXS 1 Central Square 29 Wellington Street Leeds LS1 4DL (ID RA10) by no later than 2.00 p.m. on 11 December 2025 (or, if the General Meeting is adjourned, 48 hours (excluding any part of a day that is not a working day) before the time fixed for the adjourned meeting).

If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io.

The submission of a proxy appointment will not preclude Shareholders from attending the General Meeting and voting in person should they so wish.

The release, publication or distribution of this document in jurisdictions other than the UK may be restricted by laws or regulations and therefore persons into whose possession this document come, should inform themselves about, and observe, any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions.

Before deciding what action to take in respect of the Resolutions, you are advised to read the whole of this document and not merely rely on certain sections of this document. If you are in any doubt as to the action you should take, you should immediately seek your own personal financial advice from an appropriately qualified independent professional adviser.

Shareholders are encouraged to appoint the chair of the General Meeting as their proxy with directions as to how to cast their vote on the Resolutions proposed. The appointment of a proxy will not preclude Shareholders from attending and voting at the General Meeting in person should they so wish.

It is important that as many votes as possible are cast. Whether or not you plan to attend the General Meeting in person, you are encouraged to submit a proxy appointment as soon as possible

12. Recommendation

The Directors consider the Proposals to be in the best interests of the Company and its Shareholders as a whole and accordingly recommend unanimously Shareholders to vote in favour of the Resolutions to be proposed at the General Meeting as they have irrevocably undertaken to do in respect of their beneficial holdings.

Yours faithfully

Andrew Kitchingman

Non-Executive Chairman

PART 2

SUMMARY OF KEY PROVISIONS OF THE TAKEOVER CODE

The Code

The Code is issued and administered by the Panel. The Code currently applies to the Company and, accordingly, Shareholders are entitled to the protections afforded by the Code.

The Code and the Panel operate principally to ensure that shareholders in an offeree company are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders in the offeree company of the same class are afforded equivalent treatment by an offeror. The Code also provides an orderly framework within which takeovers are conducted. In addition, it is designed to promote, in conjunction with other regulatory regimes, the integrity of the financial markets.

The Code is based upon a number of General Principles, which are essentially statements of standards of commercial behaviour. The General Principles apply to takeovers and other matters to which the Code applies. They are applied by the Panel in accordance with their spirit in order to achieve their underlying purpose.

In addition to the General Principles, the Code contains a series of rules. Like the General Principles, the rules are to be interpreted to achieve their underlying purpose. Therefore, their spirit must be observed as well as their letter. The Panel may derogate or grant a waiver to a person from the application of a rule in certain circumstances.

A summary of key points regarding the application of the Code to takeovers is set out in the Appendix.

Appendix

THE TAKEOVER CODE

The following is a summary of key provisions of the Code which apply to transactions to which the Code applies. You should note that, by voting in favour of the Cancellation, you will be giving up protections afforded by the Takeover Code in the event that, as expected, the Takeover Code ceases to apply to the Company following a period of two years after the Cancellation becoming effective.

Equality of treatment

General Principle 1 of the Code states that all holders of the securities of an offeree company of the same class must be afforded equivalent treatment. Furthermore, Rule 16.1 requires that, except with the consent of the Panel, special arrangements may not be made with certain shareholders in the offeree company if there are favourable conditions attached which are not being extended to all shareholders.

Information to shareholders

General Principle 2 requires that the holders of the securities of an offeree company must have sufficient time and information to enable them to reach a properly informed decision on the takeover bid. Consequently, a document setting out full details of an offer must be sent to the offeree company's shareholders.

The opinion of the offeree board and independent advice

The board of the offeree company is required by Rule 3.1 to obtain competent independent advice as to whether the financial terms of any offer are fair and reasonable and the substance of such advice must be made known to its shareholders. Rule 25.2 requires the board of the offeree company to send to shareholders and persons with information rights its opinion on the offer and its reasons for forming that opinion. That opinion must include the board's views on: (i) the effects of implementation of the offer on all the company's interests, including, specifically, employment; and (ii) the offeror's strategic plans for the offeree company and their likely repercussions on employment and the locations of the offeree company's places of business.

The document sent to shareholders must also deal with other matters such as interests and recent dealings in the securities of the offeror and the offeree company by relevant parties and whether the directors of the offeree company intend to accept or reject the offer in respect of their own beneficial shareholdings.

Rule 20.1 states that, except in certain circumstances, information and opinions relating to an offer or a party to an offer must be made equally available to all offeree company shareholders and persons with information rights as nearly as possible at the same time and in the same manner.

DEFINITIONS

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