10th Nov 2026 07:05
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE USA, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA AND ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/ 2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED
10 November 2026
Northern Bear plc
("Northern Bear", the "Company" or, together with its subsidiaries, the “Group”)
Proposed return of capital of up to £9.1 million by way of Tender Offer for up to 6,900,000 Ordinary Shares at a fixed price of 132.5 pence per Ordinary Share
Notice of General Meeting
Northern Bear (LSE: NTBR) is pleased to announce a proposed return of capital of up to £9.1 million by way of a Tender Offer for up to 6,900,000 Ordinary Shares at a fixed price of 132.5 pence per Ordinary Share (the “Tender Offer”), pursuant to which Qualifying Shareholders are invited to tender some or all of their Ordinary Shares for purchase by the Company. The maximum number of Ordinary Shares that could be purchased under the Tender Offer will be 6,900,000, which is equivalent to 50.1 per cent. (rounded to 1 decimal place) of the Current Issued Ordinary Shares and at a price of 132.5 pence per Share (the “Tender Price”).
The Tender Price of 132.5 pence (£1.325) per Ordinary Share represents:
• a premium of 18.8 per cent. to the closing price of one hundred and eleven and a half pence (£1.115) per Ordinary Share on the Latest Practicable Date;
• a premium of 15.0 per cent. to the volume weighted average price per Ordinary Share of one hundred and fifteen point two pence (£1.152) over the three months to the Latest Practicable Date; and
• a discount to the 52-week high price of one hundred and fifty-eight pence (£1.58) per Ordinary Share which was reached on 2nd December 2025.
The Company expects to post a circular (the "Circular") to Shareholders today explaining details of the Tender Offer and including a Notice of General Meeting detailing a proposed ordinary resolution approving the Agreement and authorising the Company to repurchase up to 6,900,000 Ordinary Shares (the “Tender Offer Resolution”) pursuant to it. The Tender Offer Resolution shall be proposed at the General Meeting which will be convened at 10:00 a.m. on 22 December 2026.
A copy of the Circular will be published on the Company's website at www.northernbearplc.com later today and will be posted to shareholders. A Tender Form for use by Shareholders who hold their Ordinary Shares in Certificated Form in connection with the Tender Offer is also being sent together with the Circular.
BACKGROUND AND REASONS LEADING TO THE PROPOSED TENDER OFFER
On an ongoing basis, the Board assesses its approach to capital allocation with the intention of ensuring it retains an appropriate capital structure.
In recent years, the Board has undertaken a much more proactive approach to investor engagement and has formally presented to many existing and potential shareholders. The Board has also presented via the Investor Meet Company platform.
Whilst the Board has received very positive feedback from participants of these various investor presentations, the Company’s shares remain relatively illiquid.
The Board has also received feedback that whilst shareholders are pleased to see a return on capital (by way of dividend) there is a growing preference amongst participants for capital returns by way of share repurchases.
At the same time, the Board has continued to explore various options on how best to utilise capital and return value back to shareholders. The Executive Team, led by John Davies (CEO), have looked at numerous acquisition opportunities, but have been unable to identify potential attractive bolt on acquisitions which, in the short to medium term, would be both low risk and earnings accretive.
Recognising that funds are unlikely to be required for acquisitions in the short to medium term, and being cognisant of shareholder views regarding the mechanism for capital to be returned to shareholders, the Board has concluded that the Company should undertake a Tender Offer primarily as an event accretive to earnings per share and secondarily as a means for Shareholders who wish to exit their investments to do so in an orderly manner, while still ensuring the Company could secure sufficient funding to pursue its growth strategy if the right opportunity presented itself.
The Board also believes that the current market price of the Ordinary Shares does not fully reflect the intrinsic value of the Group's operations and that the proposed Tender Offer represents an attractive use of the Company's capital at current price levels.
The Board remains focused on disciplined capital allocation, ensuring that all decisions are aligned with the Group's long-term strategy.
The Board considers the Tender Offer, the Agreement and the resultant repurchases of Ordinary Shares into treasury and therefore the passing of the Tender Offer Resolution, to be in the best interests of the Company and Shareholders as a whole for the following material reasons:
The Tender Offer is expected to be accretive to earnings per share following completion of the Tender Offer from the financial year commencing 1 April 2027 onwards.The Board believes the Tender Offer would enhance the Company’s capital structure. Following the Tender Offer, the Group will move from net cash to a modest level of net debt, which the Board considers appropriate taking into account the Group’s seasonal working capital requirements, its ability to service the Facility from operating cash flows and its capacity to fund future investment.The Board is mindful of investor feedback that there would be a preference for capital returns via share repurchases rather than solely via dividends.Shares in the Company remain largely illiquid from a stock market trading perspective, and accordingly the Tender Offer would create an exit strategy for Shareholders who wish to sell their investments.The Tender Offer would remove the prolonged uncertainty that an overhang of shares would create should any significant Shareholders wish to sell their holdings through the market.The Tender Offer is offered at a premium to the closing price on the Latest Practicable Date and at a premium of approximately 15.0 per cent. to the volume weighted average price over the three months to the Latest Practicable Date and a discount to the 52-week high price of one hundred and fifty-eight pence (£1.58) per Ordinary Share which was reached on 2nd December 2025.The Tender Offer is open to all Qualifying Shareholders (but will not be taken up by those Directors and PDMRs who have signed irrevocable undertakings not to tender their holdings of Ordinary Shares pursuant to the Tender Offer, as detailed below) on an equal basis and approval for it is being sought at the General Meeting, giving Shareholders the ability to vote on the proposal and to participate in the Tender Offer.Assuming, inter alia, trading continues to be in line with management expectations, the Tender Offer is not expected by the Board to have a material adverse impact on the Company’s ability in the medium term to declare and pay dividends in line with historic practice (the future declaration of which the Board will continue to assess and recommend or pay as it considers appropriate taking into account, inter alia, the Company’s financial position, funding requirements at the relevant time and macro-economic conditions); and thus, for those Shareholders who do not tender their Ordinary Shares, the Tender Offer is not expected to have a material adverse impact on their ability to receive dividends (in line with historic practice) in the medium term. There can be no guarantee however that the Company will continue to declare dividends in line with historic parameters or at all.The Board, therefore, unanimously recommends that Shareholders vote in favour of the Tender Offer Resolution.
However, the Board does not make any recommendation to Qualifying Shareholders as to whether or not to tender any or all of their Ordinary Shares pursuant to the Tender Offer. Such decision is reserved solely for individual Qualifying Shareholders and any such Shareholders who are in any doubt as to whether or not to tender some or all of their Ordinary Shares should take their own independent financial advice from their stockbroker, bank manager, solicitor, accountant or other appropriate independent financial adviser, duly authorised under FSMA if they are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
DIRECTOR AND SUBSTANTIAL SHAREHOLDER INTENTIONS
Non-participating
Those Board members and PDMRs holding shares, being John Davies and Steven Mark Roberts (who was previously a director of the Company and remains a director of all of its subsidiaries), have each signed irrevocable undertakings to vote in favour of the Tender Offer Resolution but not to participate in the Tender Offer, on the basis that (i) it is expected to be accretive to Shareholders; and (ii) they wish to retain their shareholdings given their confidence in the long term outlook for the Company and its Group and will not therefore be tendering any of their Ordinary Shares (amounting to, in aggregate, 854,528 Ordinary Shares (and 6.2 per cent. of the Current Issued Ordinary Shares in the Tender Offer)).
The non-participating irrevocable undertakings apply to the following holdings:
Shareholder | Number of Ordinary Shares | % of Issued Share Capital at the date of this announcement | % of Issued Share Capital immediately following the Settlement Date* |
Steven Mark Roberts | 813,300 | 5.9% | 11.9% |
John Peter Davies | 41,228 | 0.3% | 0.6% |
Total: | 854,528 | 6.2% | 12.5% |
*Assuming the Tender Offer is taken up in full by Qualifying Shareholders.
Participating
Nicholas Beaumont-Dark (the Committed Shareholder), being the Company’s largest shareholder and who has informed the Board that he is supportive of the Tender Offer, has signed an irrevocable undertaking (inter alia, to ensure he does not inadvertently end up interested in Ordinary Shares carrying 30 per cent. or more of the voting rights of the Company as a result of the Tender Offer) to tender his entire shareholding of 3,163,500 Ordinary Shares (representing approximately 22.99 per cent. of the Current Issued Ordinary Shares) in the Tender Offer.
EFFECT OF IRREVOCABLES NOT TO ACCEPT THE TENDER OFFER
After deducting the Ordinary Shares which are the subject of the non-participating irrevocable undertakings described above, the maximum number of Ordinary Shares that can be tendered by Qualifying Shareholders is 12,905,748. The Tender Cap of 6,900,000 Ordinary Shares therefore represents approximately 53.5 per cent. of the Ordinary Shares that may be tendered, so each Qualifying Shareholder will be able to sell at least approximately 53.5 per cent. of the Ordinary Shares which are validly tendered by them.
FUNDING
In order to finance the Tender Offer, the Company has secured a term loan and revolving credit facility of up to £6.5 million from its lender, Virgin Money plc (the Facility). The Group currently has no bank debt. Together with the Company’s existing cash resources and available overdraft facility, the Facility is sufficient to fund the Tender Offer in full.
The Company had a net cash position at the last financial year end of £6.2 million, although the year-end position is ordinarily the high point of the financial year and there are significant movements in net cash on a week-to-week basis. In the year ended 31 March 2026, net cash ranged from £0.6 million to £6.2 million (average £3.3 million). The average month-end balance in the period from 1 April 2026 to 30 September 2026 was £4.5 million net cash and the low point during the same period was £2.6 million net cash. Existing working capital facilities of £2.0 million (comprising a £1.0 million revolving credit facility which is available for 5 years and a £1.0 million overdraft facility which was renewed to September 2027) will be maintained. Following completion of the Tender Offer in full, and on a pro forma basis by reference to its net cash at 30 September 2026, the Group would have net debt of approximately £4.7 million.
The Board has decided to undertake and conduct the Tender Offer for up to 50.1 per cent. of the Current Issued Ordinary Shares at the Tender Price (being 132.5 pence (£1.325) per Ordinary Share). MUFG Corporate Markets (acting as agent for and on behalf of the Company) will, subject to completion of the Tender Offer in accordance with its terms, arrange for the payment of the Tender Price in cash to successful tendering Qualifying Shareholders in accordance with the terms of the Tender Offer (as set out in Part 4 (Details of the Tender Offer) of the Circular). Qualifying Ordinary Shares successfully tendered will be purchased by the Company and will be held in treasury.
Further details on the Tender Offer and the rationale are set out below.
For further information, please contact:
Northern Bear PLC John Davies – Chief Executive Officer | +44 (0) 166 182 0369
|
Strand Hanson Limited (Nominated Adviser) James Harris James Bellman | +44 (0) 20 7409 3494 |
Hybridan LLP (Nominated Broker) Claire Louise Noyce | +44 (0) 20 3764 2341
|
Expected timetable of principal events with respect to the Tender Offer
Action | Date |
Announcement and open of the Tender Offer and issue of the Circular | 10 November 2026 |
Latest time and date for receipt of Tender Forms and share certificates or other documents of title for tendered Certificated Ordinary Shares (i.e. close of the Tender Offer) | 1:00 p.m. on 1 December 2026 |
Latest time and date for settlement of TTE Instructions for tendered Uncertificated Ordinary Shares (i.e. close of the Tender Offer) | 1:00 p.m. on 1 December 2026 |
Record Date for the Tender Offer | 6:00 p.m. on 1 December 2026 |
Announcement of the results of the Tender Offer and publication of the List (and consequently a copy of the Agreement) at: (i) the Company’s registered office; and (ii) Derwent House, Lakeside Court, Fifth Avenue Business Park Team Valley, Gateshead, NE11 0NL | 7 December 2026 |
Latest time and date of receipt of Forms of Proxy for the General Meeting | 10:00 a.m. on 18 December 2026 |
General Meeting | 10:00 a.m. on 22 December 2026 |
Announcement of results of General Meeting | 22 December 2026 |
Settlement Date for the Tender Offer and purchase of Ordinary Shares under the Tender Offer | 23 December 2026 |
CREST accounts credited for revised Uncertificated shareholdings of Ordinary Shares (in the case of unsuccessful tenders for entire holdings of Ordinary Shares) | 23 December 2026 |
CREST accounts credited in respect of Tender Offer proceeds for Uncertificated Ordinary Shares | 23 December 2026 |
Cheques despatched in respect of Tender Offer proceeds for Certificated Ordinary Shares | 23 December 2026 |
Return of share certificates in respect of unsuccessful tenders of Certificated Ordinary Shares | 23 December 2026 |
Despatch of balance share certificates in respect of unsold Ordinary Shares in Certificated Form | 23 December 2026 |
FURTHER INFORMATION REGARDING THE TENDER OFFER
Details of the Tender Offer
The Tender Offer (and thus the Agreement) is conditional upon the Tender Conditions (detailed in paragraph 2.1 of Part 4 (Details of the Tender Offer) of the Circular) being satisfied and, subject to satisfaction of those conditions, the Tender Offer enables Qualifying Shareholders who wish to realise all or some of their investment in Ordinary Shares to elect to do so (subject to the overall limits applicable to the Tender Offer). The Tender Offer is being made for up to 50.1 per cent. of the Company’s Current Issued Ordinary Shares. Each Qualifying Shareholder is entitled to tender their entire holding of Ordinary Shares (or a proportion thereof) if they so choose. There is no obligation on a Qualifying Shareholder to tender any of their shares.
The maximum number of Ordinary Shares to be acquired under the Tender Offer is 6,900,000 Ordinary Shares. If Qualifying Shareholders tender, in aggregate, a number of Ordinary Shares in excess of this Tender Cap, the Company will allocate the tendered Ordinary Shares between the tendering Qualifying Shareholders in accordance with paragraph 5 of Part 4 (Details of the Tender Offer) of the Circular. The Company will only be obliged to purchase from those successful tendering Shareholders such number of tendered shares as are allocated. After deducting the Ordinary Shares which are the subject of the irrevocable undertakings not to tender described above, the Tender Cap represents approximately 53.5 per cent. of the Ordinary Shares that may be tendered, so each Qualifying Shareholder will be able to sell at least approximately 53.5 per cent. of the Ordinary Shares which are validly tendered by them.
Whilst the Tender Offer is conditional upon the Tender Conditions being satisfied, it is not conditional on the Ordinary Shares trading at a discount to the Tender Price as at the Tender Deadline Date (i.e. in the event that Ordinary Shares are trading at a premium to the Tender Price as at the Tender Deadline Date, Qualifying Shareholders who tender Ordinary Shares may receive less than they could otherwise be able to realise in the market).
Ordinary Shares which are tendered for acceptance under the Tender Offer may not be sold, transferred, charged or otherwise disposed of, and elections to tender Ordinary Shares are irrevocable.
The Tender Offer will only be open to Qualifying Shareholders whose names appear on the Register at the Record Date and only in respect of the Ordinary Shares continuously held from that date until completion of the Tender Offer.
The Tender Offer is subject to certain conditions set out in paragraph 2.1 of Part 4 (Details of the Tender Offer) of the Circular. In addition, the Tender Offer may be suspended or terminated in limited circumstances, as set out in paragraph 2.20 of Part 4 (Details of the Tender Offer) of the Circular.
There is no guarantee that any or all Ordinary Shares tendered by Qualifying Shareholders will be repurchased by the Company.
Available courses of action for Qualifying Shareholders
Tender none of their Ordinary Shares; orApply to tender all of their Ordinary Shares; orApply to tender a proportion only of their Ordinary Shares.
Restricted Shareholders and other Overseas Shareholders
The Tender Offer is not being made to those Shareholders who are resident in, or citizens of, a Restricted Jurisdiction. In particular, the Tender Offer is not being made, directly or indirectly, in or into or by the use of mails by any means or instrumentality (including, facsimile transmission, internet, telex and telephone) of interstate or foreign commerce, or any facility of a national securities exchange, of the United States, nor is it being made, directly or indirectly, in or into the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan or other Restricted Jurisdiction. The Tender Offer cannot be accepted by any such means, instrumentality or facility from within the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan or other Restricted Jurisdiction.
It is the responsibility of all Overseas Shareholders to satisfy themselves as to the observance of any legal requirements in their jurisdiction, including any relevant requirements in relation to the ability of such holders to participate in the Tender Offer.
Costs and expenses of the proposals
The costs and expenses relating to the Tender Offer incurred by the Company, will be borne by the Company. The fixed costs and expenses relating to the Tender Offer up to the Tender Deadline Date and assuming that the Tender Offer is taken up in full, are not expected to exceed an aggregate of approximately £400,000 (inclusive of VAT, but excluding fees, if any, calculated as a product of the total number of Ordinary Shares repurchased).
Taxation
Qualifying Shareholders who sell their Ordinary Shares in the Tender Offer may, depending on their individual circumstances, incur a liability to taxation. Qualifying Shareholders who are in any doubt as to their tax position should consult an appropriate professional adviser.
Tender Offer Resolution
In summary, the Tender Offer Resolution approves the Agreement and seeks Shareholders’ authority under the CA 2006 for the Company to make purchases (of its own shares of) up to 6,900,000 Ordinary Shares at the Tender Price pursuant to the Tender Offer, such authority to expire at the close of business on 30 December 2026. The Tender Offer Resolution is proposed as an ordinary resolution and thus requires in excess of fifty per cent. of the qualifying votes cast at the General Meeting to be in favour of it in order for it to be passed. The votes of any Shareholder who successfully tenders any of their Ordinary Shares will not be counted for the purposes of determining whether the resolution has passed. The authority conferred by the Tender Offer Resolution is in addition to, and does not affect, the general authority to purchase Ordinary Shares granted at the Company’s annual general meeting held on 10 September 2026.
The Company will only implement the Tender Offer if the Tender Offer Resolution is passed at the General Meeting; as such, the Agreement (and the purchase of own shares by the Company pursuant to it) is conditional.
ACTION TO BE TAKEN
General Meeting
Shareholders who are not tendering, or who have not successfully tendered, any of their Qualifying Shares are requested to complete and return a Form of Proxy in accordance with the instructions printed thereon so as to be received as soon as possible and, in any event, by no later than 10:00 a.m. on 18 December 2026.
If the Board believes it has become necessary or appropriate to make alternative arrangements for the holding of the General Meeting, it will ensure that Shareholders are given as much notice as possible. Any further information will be made available by an announcement through an RIS and through the Company’s website.
Tender Offer
Shareholders are not obliged to tender any Ordinary Shares and, if they do not wish to participate in the Tender Offer, they should not complete or return their Tender Form or submit a TTE Instruction in CREST.
Procedure for tendering Ordinary Shares
Certificated Qualifying Shareholders – Qualifying Shareholders who hold shares in Certificated Form and wish to tender any of those Certificated Ordinary Shares should complete the Tender Form in accordance with the instructions set out therein and return the completed Tender Form using the enclosed reply-paid envelope to the Receiving Agent MUFG Corporate Markets, Corporate Actions, Central Square, 29 Wellington Street, Leeds LS1 4DL, so as to arrive as soon as possible and, in any event, by no later than 1:00 p.m. on the Tender Deadline Date. Share certificate(s) and/or other document(s) of title in respect of the Ordinary Shares tendered should be sent with the Tender Form.
Uncertificated Qualifying Shareholders – Qualifying Shareholders holding Ordinary Shares in Uncertificated Form who wish to tender any of those Uncertificated Ordinary Shares should transmit the appropriate TTE Instruction in CREST as set out in paragraph 3.3 of Part 4 (Details of the Tender Offer) of the Circular so as to be received as soon as possible and, in any event, by no later than 1:00 p.m. on the Tender Deadline Date.
Qualifying Shareholders should note that, once tendered, Ordinary Shares may not be sold, transferred, charged or otherwise disposed of other than in accordance with the terms of the Tender Offer.
Tender Forms or TTE Instructions which are received by the Receiving Agent after 1:00 p.m. on the Tender Deadline Date or which, at that time, are incorrectly completed or not accompanied by all relevant certificates, documents or instructions may be rejected and returned to the relevant Shareholders or their appointed agents, together with any accompanying share certificate(s) and/or other document(s) of title.
The Company reserves the right to treat as valid Tender Forms or TTE Instructions which are not entirely in order and which are not accompanied (in the case of Ordinary Shares held in certificated form) by the relevant share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu thereof.
Full details of the procedure for tendering Ordinary Shares are set out in Part 4 (Details of the Tender Offer) of the Circular and, in the case of Ordinary Shares held in Certificated Form only, on the Tender Form.
If you do not wish to tender any of your Ordinary Shares, you should not complete and return a Tender Form or submit a TTE Instruction in respect of the Tender Offer.
RELATED PARTY TRANSACTION AND FAIRNESS
The Committed Shareholder is a substantial shareholder of the Company and therefore a related party for the purposes of the AIM Rules. The purchase of Ordinary Shares from the Committed Shareholder pursuant to the Tender Offer constitutes a related party transaction under Rule 13 of the AIM Rules. The Board consider, having consulted with Strand Hanson (the Company’s nominated adviser), that the purchase of Ordinary Shares from the Committed Shareholder is fair and reasonable insofar as Shareholders are concerned.
TAKEOVER CODE
Rule 9 of the Takeover Code applies to any person who acquires an interest in shares which, when taken together with shares in which persons acting in concert with him are interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code. Any such person is required to make a general offer to all shareholders of that company to acquire their shares in cash at not less than the highest price paid by such person, or by any person acting in concert with him, for any interest in shares within the 12 months prior to the offer. Such an offer under Rule 9 of the Takeover Code must also be made where any person who, together with persons acting in concert with him, holds not less than 30 per cent. but not more than 50 per cent. of the voting rights in the Company and such person, or any person acting in concert with him, acquires an interest in any other shares which increase the percentage of shares carrying voting rights in which he is interested.
When a company purchases its own voting shares, any resulting increase in the percentage of voting rights held by a shareholder, or group of shareholders acting in concert, will be treated as an acquisition for the purposes of Rule 9.
The Board, having consulted the Nomad and the Registrar, has carefully considered the Company’s share register and potential shareholder groupings, in so far as they are aware, that may be considered to be acting in concert and, based on the information available to them and taking into account the irrevocable undertakings received from the Committed Shareholder (as detailed in the “Director and Substantial Shareholders Intentions” section of the Board letter set out in Part 2 of the Circular), does not believe that any individual Shareholder (and any persons with whom they are acting in concert) holds (or would hold, on completion of the Tender Offer) 30 per cent. or more of the voting rights as a result of the Tender Offer. Assuming that the Tender Offer is implemented in full and that all Qualifying Shareholders (other than those who have undertaken not to tender) tender their entire holdings, the maximum interests in the voting rights of the Company following completion would be approximately 21.4 per cent. for the Committed Shareholder, 11.9 per cent. for Steven Mark Roberts and 0.6 per cent. for John Peter Davies.
Shareholders (including any persons with whom they are considered to be acting in concert) with significant holdings that do not tender their existing holdings under the Tender Offer should therefore be aware that their proportionate voting rights will increase following implementation of the Tender Offer and should have due regard to their potential resultant maximum voting rights following implementation of the Tender Offer in full and any potential consequential obligations under Rule 9 of the Takeover Code. Such significant Shareholders should also be cognisant of thresholds under Rule 9 in respect of their own holding and anyone acting in concert with them when considering any additional acquisitions of Ordinary Shares.
CONCLUSION
The Board believes that the Tender Offer is the best way to enhance the Company’s capital structure and achieve a return of capital to those Qualifying Shareholders who wish to realise some or all of their Qualifying Ordinary Shares, something which the Board strongly and unanimously believes is in the best interests of the Company and its Shareholders as a whole.
Accordingly, the Board unanimously recommends that eligible Shareholders vote, or procure the vote, in favour of the Tender Offer Resolution to be proposed at the General Meeting. The Directors who hold Ordinary Shares have irrevocably undertaken to vote in favour of the Tender Offer Resolution in respect of their holdings of Ordinary Shares amounting to 41,228 Ordinary Shares, in aggregate (representing approximately 0.3 per cent. of the Current Issued Ordinary Shares).
However, the Board is not making any recommendation to Shareholders as to whether tendering Ordinary Shares under the Tender Offer is in their own individual best interests.
Whether or not Qualifying Shareholders decide to accept the Tender Offer in respect of any or all of their Ordinary Shares is a decision solely for those individual Qualifying Shareholders. That decision will depend, amongst other factors, on their view of the Circular and their own individual circumstances, including their own financial and tax positions and investment objectives.
Qualifying Shareholders are advised to take independent advice in relation to the tax implications for them of selling Ordinary Shares pursuant to the Tender Offer.
The Directors and PDMRs will not tender any of their own Ordinary Shares.
The Board reserves the right not to proceed with the Tender Offer (and the resultant repurchases of Ordinary Shares) and thus terminate the Agreement if it concludes, at any time prior to the vote on the Tender Offer Resolution being taken at the General Meeting and/or the Settlement Date, that the implementation of the Tender Offer (and the associated repurchases of Ordinary Shares) is or are no longer in the interests of the Company and the Shareholders as a whole and/or the Company is no longer in a position to carry out those repurchases in accordance with the requirements of the CA 2006.
DEFINITIONS
In this announcement, the following definitions apply unless the context requires otherwise:
AIM | means the market of that name (and formerly known as the Alternative Investment Market) which is operated by the London Stock Exchange. |
AIM Rules | means the AIM Rules for Companies published by the London Stock Exchange (as amended, restated or replaced from time to time). |
Articles | means the Company’s articles of association (as in force for the time being). |
Board or Directors | means the Company’s board of directors for the time being (and/or, as the context requires, any individual director or committee of the directors to whom the Board has delegated any of its functions in accordance with the Articles). |
Broker or Hybridan | means Hybridan LLP (as corporate broker to the Company). |
Business Day | means any day (other than a Saturday, Sunday or public holiday in England) on which banks in the City of London are generally open for transactional business. |
CA 2006 | means the Companies Act 2006. |
Certificated | means, in respect of any Ordinary Shares, that they are recorded in the Register as not being in Uncertificated Form (and reference to in Certificated Form or similar expression shall be construed accordingly). |
Circular | means the Circular to Shareholders dated 10 November 2026 (including, all of its sections, parts and annexures). |
Committed Shareholder | means Nicholas Beaumont-Dark (a significant shareholder of the Company on the date of the Circular). |
Company or Northern Bear | means Northern Bear plc (incorporated and registered in England and Wales with company number 05780581). |
CREST | means the relevant system (as defined in the CREST Regulations) for paperless settlement of share transfers and the holding of shares in uncertificated form which is administered by Euroclear. |
CREST Manual | means the compendium of documents entitled CREST Manual issued by Euroclear from time to time and comprising the CREST Reference Manual, the CREST Central Counterparty Service Manual, the CREST International Manual, the CREST Rules, CCSS Operations Manual and the CREST Glossary of Terms. |
CREST Member | means a person who has been admitted by Euroclear as a system-member (as defined in the CREST Regulations). |
CREST Participant | means a person who is, in relation to CREST, a system-participant (as defined in the CREST Regulations). |
CREST Regulations | means the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755). |
CREST Rules | means the rules from time to time issued by Euroclear governing the admission of securities to and the operation of the CREST UK System. |
CREST Sponsor | means a CREST Participant admitted to CREST as a CREST sponsor, being a sponsoring system-participant (as defined in the CREST Regulations). |
CREST Sponsored Member | means a CREST Member admitted to CREST as a sponsored member (as defined in the CREST Regulations). |
CREST UK System | means the facilities and procedures of the relevant systems of which Euroclear is the approved operator pursuant to the CREST Regulations. |
Current Issued Ordinary Shares | means the Issued Share Capital as at the Latest Practicable Date, being 13,760,276 Ordinary Shares (excluding the 5,257,040 Ordinary Shares held in treasury). |
Euroclear | means Euroclear UK & International Limited. |
Existing Buyback Authority | the existing general authority to purchase up to 688,013 Ordinary Shares (representing 5 per cent of the Current Issued Ordinary Shares) granted to the Company by the Shareholders by a special resolution passed at the annual general meeting of the Company held on 10 September 2026. |
FCA | means the Financial Conduct Authority of the UK. |
Form of Proxy | means the form of proxy relating to the General Meeting which accompanies the Circular. |
FSMA | means the Financial Services and Markets Act 2000. |
General Meeting | means the general meeting of the Company to be held at Derwent House, Lakeside Court, Fifth Avenue Business Park, Team Valley, Gateshead, NE11 0NL at 10:00 a.m. on 22 December 2026 (and includes any adjournment of it). |
Group | means the Company and each of its subsidiary undertakings. |
Issued Share Capital | means the Company’s issued ordinary share capital from time to time (excluding any treasury shares). |
ITA 2007 | means the Income Tax Act 2007. |
Latest Practicable Date | means 5 November 2026, being the latest practicable date prior to the publication of the Circular. |
List | means the list prepared by the Receiving Agent for the Company following the Record Date, which is published (at the Company’s registered office) on the date on which the announcement of the results of the Tender Offer are released and which provides the following details: the names of those Qualifying Shareholders who have successfully tendered their Qualifying Shares in accordance with the Tender Offer; the number of Qualifying Shares successfully tendered by and to be purchased by the Company from such successful Qualifying Shareholders; and the consideration payable by the Company to those successful Qualifying Shareholders. |
London Stock Exchange | means London Stock Exchange plc. |
Member Account ID | means the identification code or number attached to any member account in CREST. |
Nomad or Strand Hanson | means Strand Hanson Limited (as Nominated Adviser to the Company). |
Notice of General Meeting | the notice of the General Meeting forming part of, and appended to, the Circular (and includes any notice of any adjournment of that meeting). |
Ordinary Shares | means ordinary shares of £0.01 each in the capital of the Company. |
Overseas Shareholders | means Shareholders who are citizens or nationals of, or resident in, jurisdictions outside the United Kingdom. |
Participant ID | means the identification code or membership number used in CREST to identify a particular CREST Member or other CREST Participant. |
PDMR | means any person discharging managerial responsibilities within the Company and/or its Group for the purposes of UK MAR. |
Qualifying Ordinary Shares | means, in respect of a Qualifying Shareholder, all those Ordinary Shares held by them at the Record Date. |
Qualifying Shareholders | means the Shareholders who are entitled to participate in the Tender Offer, being those such persons who are on the Register on the Record Date and who are not subject to the securities laws and associated Regulatory Requirements of a Restricted Jurisdiction. |
Receiving Agent or Registrar or MUFG Corporate Markets | means MUFG Corporate Markets (UK) Limited. |
Record Date | means 6:00 p.m. on the Tender Deadline Date. |
Register | means the Company’s register of members. |
Regulatory Authority | means any person who has statutory or regulatory authority, whether supranational, international, national, federal, state or local government, including any court, tribunal, arbitration body, administrative agency or commission, any quasi-governmental body, and any person exercising any regulatory function in respect of Taxation, antitrust or competition, aid, subsidies, or sanctions (including, the Registrar of Companies, the Competition and Markets Authority, the Information Commissioners Office, the European Commission, the Office of Financial Sanctions Implementation, the FCA, the London Stock Exchange and the Panel on Takeovers and Mergers). |
Regulatory Requirement | means any applicable requirement of: (i) law or legislation; and/or (ii) any Regulatory Authority. |
Restricted Jurisdictions | means each and any of: Australia, Canada, Japan, New Zealand, the USA, Singapore, the Republic of South Africa and any other jurisdiction where the mailing of the Circular into or inside or from such jurisdiction would breach any applicable Regulatory Requirement. |
RIS | means a Regulatory Information Service for the purposes of FSMA. |
Rule 9 | has the meaning given in paragraph 6 of Part 3 (Risk Factors) of the Circular. |
Sanctions | has the meaning given in paragraph 2.17 of Part 4 (Details of the Tender Offer) of the Circular. |
Settlement Date | means (assuming the Tender Offer and consequentially the Agreement become unconditional in accordance with its terms) the date nominated by the Company to the Receiving Agent on which: (I) the tendered Ordinary Shares under the Tender Offer shall be purchased by the Company; and (ii) the consideration for Ordinary Shares tendered under the Tender Offer will be settled and discharged by payment/release by the Company to the Receiving Agent for those tendering Qualifying Shareholders in accordance with paragraph 6 of Part 4 (Details of the Tender Offer) of the Circular (which date must be a Business Day and be not more than five (5) Business Days following the date on which the results of the General Meeting are announced via an RIS). |
Share Plans | means the share option plans established by the Company (or a member of its Group) for the benefit of its officers and/or employees prior to or on the Latest Practicable Date and which remain outstanding and in force at that date. |
Shareholders | means those persons who are holders of Ordinary Shares. |
Tender Cap | means 6,900,000 (six million and nine hundred thousand) Ordinary Shares. |
Takeover Code | means the City Code on Takeovers and Mergers (as amended, restated or replaced from time to time). |
Tender Conditions | has the meaning given in paragraph 2.1 of Part 4 (Details of the Tender Offer) of the Circular. |
Tender Deadline Date | means 1 December 2026 (or such later date as the Company may notify as being the date on which the Tender Offer closes by way of an announcement via an RIS and/or the Company’s website). |
Tender Form | means the tender form which accompanies the Circular and is for use by those Qualifying Shareholders who wish to tender all or some of their Ordinary Shares and who hold those Ordinary Shares in Certificated Form. |
Tender Offer | means the invitation by the Company to Qualifying Shareholders to tender their Ordinary Shares for purchase by the Company (acting via its agent, the Receiving Agent) on and subject to the terms and conditions set out in the Circular and, in the case of Certificated Ordinary Shares only, the Tender Form. |
Tender Offer Resolution | means the ordinary resolution to be proposed at the General Meeting to implement the Tender Offer by approving the Agreement and authorising the proposed purchase by the Company of Ordinary Shares pursuant to it (in the form set out in the Notice of General Meeting). |
Tender Price | means 132.5 pence (£1.325) per Ordinary Share. |
TFE Instruction | means a transfer from escrow instruction (as defined in the CREST Manual). |
TTE Instruction | means a transfer to escrow instruction (as defined in the CREST Manual). |
UK MAR | means the retained EU law version of the Market Abuse Regulation (596/2014) (MAR) that has applied in the UK from the end of the Brexit transition period (that is, 11:00 pm on 31 December 2020). |
Uncertificated | means, in respect of any Ordinary Shares, that they are recorded on the Register as being held in CREST in uncertificated form such that the title to them is capable of being transferred by means of CREST under the CREST Regulations (and reference to in Uncertificated Form or similar expression shall be construed accordingly). |
United Kingdom or UK | means the United Kingdom or Great Britain and Northern Ireland. |
United States or USA | means the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction. |
In this announcement, a reference to the Agreement is to the conditional agreement made between the Company, as purchaser (1) and those Qualifying Shareholders who have successfully tendered all (or some only) of their Qualifying Ordinary Shares in accordance with the Tender Offer (as detailed in the List), as sellers (2) and which is made on the terms and conditions set out in Circular (as amended from time to time in accordance with its terms).
NOTICE IN RELATION TO OVERSEAS PERSONS
The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law, legislation or regulation and therefore any person who is subject to the laws of any jurisdiction other than the UK should inform and satisfy themselves about, and observe and comply with, any of those restrictions. Any failure to comply with any of those restrictions might constitute a violation of the relevant laws, legislation or regulations of such jurisdiction.
FORWARD-LOOKING STATEMENTS
This announcement includes "forward-looking statements" which include all statements other than statements of historical fact, including, without limitation, those regarding the Group's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would, "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Group's control that could cause the actual results, performance or achievements of the Group to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. These forward-looking statements speak only as at the date of this announcement. Whilst the Directors consider these statements to be reasonable based upon information currently available, they may prove to be incorrect. However, the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules.
NO PROFIT FORECAST OR ESTIMATES
Unless otherwise stated, no statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cashflow for the Group, for the current or future financial years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow from the Group.
Hybridan LLP ("Hybridan"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Northern Bear and no one else in connection with the proposed Tender Offer and will not be responsible to anyone other than Northern Bear for providing the protections afforded to clients of Hybridan nor for providing advice in relation to the proposed Tender Offer or any other matter referred to herein. Neither Hybridan nor any of its group undertakings or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Hybridan in connection with the proposed Tender Offer or any matter referred to herein.
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