Proposed Tender Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OR ANY OTHER RESTRICTED JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

9 April 2026

Strix Group plc

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

Proposed return of up to £10 million to Shareholders by way of a tender offer

and

Notice of General Meeting

Strix Group plc (AIM:KETL), the global leader in the design, manufacture and supply of kettle safety controls and other components and devices involving water heating and temperature control, steam management and water filtration, is pleased to announce the launch of the proposed return of capital up to £10 million (the "Capital Return") to Shareholders by way of a tender offer (the "Tender Offer").

Tender Offer highlights

· The Tender Offer will return up to £10 million to Eligible Shareholders at a Tender Price of 43 pence per Ordinary Share, representing a premium of 10.5 per cent. to the closing price of 38.9 pence per Ordinary Share on 8 April 2026 (being the Latest Practicable Date).

· The Tender Offer will represent up to approximately 10.1 per cent. of the Company's issued Ordinary Share capital as at the Latest Practicable Date .

· The Tender Offer is conditional on, amongst other things, the Company being in receipt of valid tenders in respect of at least 5,813,953 Ordinary Shares and the approval of the Resolution (as defined below) by Shareholders.

The Tender Offer will open on 10 April 2026 (unless such date is altered), and tenders submitted before that date will not be accepted. The Tender Offer will close at 1.00 p.m. on 30 April 2026, and tenders received after that time will not be accepted (unless the Closing Date is extended).

Background to and reasons for the Tender Offer

In September 2025, the Board announced its intention to implement an accelerated debt reduction programme, in response to a marked slowdown in the Controls division and a more challenging macroeconomic backdrop, including inflationary pressures on commodity prices. This programme was designed to enhance working capital efficiency, maintain access to cost-effective funding and position the Group for a successful future refinance.

Subsequently, in Q425, the Board received an unsolicited offer for the Group's Billi division, valuing the business at an aggregate consideration of £110.0 million. Following careful evaluation, the Board concluded that the offer represented an attractive opportunity to realise value, delivering an absolute return of c.3x on the Group's original investment. The disposal was therefore deemed to be the optimal route to accelerate deleveraging, materially strengthen the balance sheet and remove reliance on future debt funding.

Completion of the disposal of Billi was announced on 30 January 2026, generating net proceeds (after estimated closing adjustments) of c.£105 million. The transaction represented a significant inflection point for the Group, resulting in a strong net cash position of c.£35 million at completion and providing a robust financial platform for the Group's next phase of development.

Following completion, the Group prioritised balance sheet optimisation, utilising the net proceeds to repay its existing multi-bank debt facilities, whilst retaining access to a £25 million undrawn revolving credit facility which provides additional liquidity and financial flexibility. As a result, annual net interest costs are expected to reduce significantly to below £1 million (CY25: c.£7.5 million), enhancing cash flow generation and supporting future capital allocation initiatives.

On 4 February 2026, the Group also commenced a £10 million share buyback programme. To date, 8,357,417 Ordinary Shares have been purchased under that programme for an aggregate consideration of c.£3.4 million, at an average price of c.41.2 pence per share. This programme reflects the Board's ongoing commitment to enhancing shareholder returns. The Company has paused the Buyback Programme until after completion of the Tender Offer.

In addition to the current share buyback programme, the Board has reviewed the various options for returning capital to Shareholders, as well as noting the share price development, and concluded that the Tender Offer represents the most appropriate and efficient mechanism, enabling all eligible shareholders (excluding those in restricted jurisdictions) to participate on an equitable basis.

The Company will announce a full capital allocation framework (which will include strategic investment growth opportunities) later in the year as part of a wider strategic update.

General Meeting

The Company will require authority from Shareholders to purchase Ordinary Shares in connection with the Tender Offer and is convening a General Meeting to be held at the offices of the Company at Forrest House, Ronaldsway, Isle of Man, IM9 2RG, at 9.00 a.m. on 30 April 2026 (the "General Meeting") for the purposes of seeking approval of a special resolution to grant authority to the Company to make purchases of Ordinary Shares (the "Resolution"). Whether or not Shareholders intend to attend the General Meeting, Shareholders are encouraged to appoint a proxy to vote on the Resolution as soon as possible in the manner set out in the Circular (as defined further below).

A shareholder circular (the "Circular"), containing the full terms and conditions of the Tender Offer, instructions to Eligible Shareholders on how to tender their Ordinary Shares and a notice convening the General Meeting, will be despatched to Shareholders today.

The Circular will also be available on the Company's website at https://strix.com/documents-reports.html.

A summary of the key terms of the Tender Offer is included later in this announcement under the heading "Additional Information".

This announcement should be read in conjunction with the full text of the Circular. Certain capitalised terms used in this announcement have the meanings given to them in the Circular.

For further enquiries, please contact:

The information contained within this announcement is considered by Strix to constitute inside information as stipulated under the Market Abuse Regulation (EU) No.596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018). On the publication of this announcement via a Regulatory Information Service, such information is now considered to be in the public domain.

The person responsible for arranging release of this announcement on behalf of the Company is Mark Bartlett, Chief Executive Officer.

Notice to holders in the United States and other Restricted Jurisdictions

The Tender Offer is not being made in the United States and is not being made, directly or indirectly, in or into, or by use of the mails, any means or instrumentality (including, without limitation, facsimile transmission, email, other electronic transmission or telephone) of interstate or foreign commerce or any facility of a national, state or other securities exchange, of the United States, Australia, Canada, Japan, New Zealand, South Africa, or any other jurisdiction where the transmittal of documents into or inside such jurisdiction would constitute a violation of the laws of such jurisdiction (each a "Restricted Jurisdiction"), and the Tender Offer cannot be accepted by any such use, means, instrumentality, facility or otherwise from within the United States or any other Restricted Jurisdiction. Any purported tender of securities resulting directly or indirectly from a breach or violation of these restrictions (including any tender form received in an envelope postmarked in the United States or any other Restricted Jurisdiction or otherwise appearing to the Receiving Agent to have been sent from the United States or any other Restricted Jurisdiction) will be invalid and will not be accepted. No document concerning the Tender Offer may be sent, communicated, distributed or submitted directly or indirectly in the United States or any other Restricted Jurisdiction.

No holder of the Company's shares will be able to tender its securities into the Tender Offer if such holder cannot represent, amongst other things, that (i) it is accepting the Tender Offer from outside the United States and any other Restricted Jurisdiction, (ii) it has not received or sent copies or originals of the documents relating to the Tender Offer in, into or from the United States or any other Restricted Jurisdiction and has not otherwise utilised in connection with the Tender Offer, directly or indirectly, the mails of, or any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone and e-mail) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States or any other Restricted Jurisdiction and (iii) it is not an agent or fiduciary acting on a non-discretionary basis for a principal, unless such agent or fiduciary is an authorised employee of such principal or such principal has given all instructions with respect to the Tender Offer from outside the United States or any other Restricted Jurisdiction.

For the purposes of this section, "United States" means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

Information on Strix

Founded in 1982, Isle of Man based Strix is a global leader in the design, manufacture and supply of kettle safety controls and other components and devices involving water heating and temperature control, steam management and water filtration.

Strix has built up market leading capability and know-how, expanding into complementary products and technologies. The Group's brands include Aqua Optima and LAICA providing our customers with market leading water solutions on a global basis.

Strix is quoted on the AIM Market of the London Stock Exchange (AIM: KETL). 

EXPECTED TIMETABLE FOR PRINCIPAL EVENTS1, 2

Notes

1. All references to times throughout this Announcement are to London time.

2. If any of the above times and/or dates change, the revised times and/or dates will be notified by the Company by an announcement through a Regulatory Information Service.

3. This date may be extended in accordance with the terms and conditions of the Tender Offer set out in Part V of the Circular.

4. All events in the above timetable following the General Meeting that relate to the Tender Offer are conditional, inter alia, upon the approval of the Resolution. The Resolution requires the approval of not less than 75 per cent. of the votes cast by Shareholders in person or by proxy at the General Meeting. It should be noted that non-binding Letters of Intent to vote in favour of the Resolution have been received from Shareholders holding, in aggregate, 20.8 per cent. of the issued share capital of the Company. See paragraph 5 of Part IV of the Circular for further details.

5. Subject to and following the Tender Offer becoming unconditional, settlement of the consideration to which any Eligible Shareholder is entitled pursuant to valid tenders accepted by Zeus will be made within 14 days of the Closing Date.

ADDITIONAL INFORMATION

Details of the Tender Offer

The Tender Offer is being made, on behalf of the Company by Zeus (acting as principal and not as agent, nominee or trustee), to all Eligible Shareholders. For legal and regulatory reasons, the Company is unable to make the opportunity to participate in the Tender Offer available to Shareholders who are resident in the Restricted Jurisdictions. Full details of the Tender Offer, including the terms and conditions on which it is being made, are set out in Part V of the Circular and in the Tender Form (as applicable).

Zeus (acting as principal and not as agent, nominee or trustee) will acquire Ordinary Shares from Eligible Shareholders up to a value of £10 million. At the Tender Price of 43 pence per Ordinary Share, this equates to a maximum of 23,255,813 Ordinary Shares, representing approximately 10.1 per cent. of the Company's current issued share capital at the Latest Practicable Date.

The Tender Price of 43 pence per Ordinary Share represents a premium of 10.5 per cent. to the closing price of 38.9 pence per Ordinary Share on the Latest Practicable Date.

All Eligible Shareholders who are on the Register at 6.00 p.m. on 28 April 2026 are entitled, but not required, to tender some or all of their Ordinary Shares for purchase by Zeus (acting as principal and not as agent, nominee or trustee) pursuant to the terms and conditions set out in the Circular. Each Eligible Shareholder will have a Basic Entitlement to tender Ordinary Shares, being approximately 10.1 per cent. of the Ordinary Shares held by them at the Record Date (rounded down to the nearest whole number). Because the Basic Entitlement is calculated by reference to each Eligible Shareholder's holding at the Record Date, the exact number of Ordinary Shares comprising each Eligible Shareholder's Basic Entitlement will not be known until after the Record Date.

Eligible Shareholders may tender Ordinary Shares up to and including their Basic Entitlement, or may tender a greater number of Ordinary Shares if they wish. Following the Record Date, the Company and the Receiving Agent will calculate each Eligible Shareholder's Basic Entitlement and determine whether the number of Ordinary Shares tendered by that Eligible Shareholder falls within, equals, or exceeds their Basic Entitlement. Tenders up to and including an Eligible Shareholder's Basic Entitlement will be satisfied in full (subject to valid tender). Any Ordinary Shares tendered in excess of an Eligible Shareholder's Basic Entitlement (an "Excess Entitlement") will only be satisfied to the extent that other Eligible Shareholders have tendered less than their Basic Entitlement. To the extent that Excess Entitlement tenders cannot be satisfied in full, such tenders will be scaled back on a pro rata basis among those Eligible Shareholders who have tendered an Excess Entitlement, at the discretion of Zeus and the Company.

Eligible Shareholders are not obliged to tender any Ordinary Shares if they do not wish to do so. If no action is taken by Eligible Shareholders, there will be no change to the number of Ordinary Shares that they hold and they will receive no cash as a result of the Tender Offer.

The total number of Ordinary Shares tendered by any Eligible Shareholder must not exceed the total number of Ordinary Shares registered in the name of that Eligible Shareholder at the Record Date. Once made, any tender of Ordinary Shares will be irrevocable.

The Tender Offer will open on 10 April 2026 (unless such date is altered), and tenders submitted before that date will not be accepted. The Tender Offer will close at 1.00 p.m. on 30 April 2026, and tenders received after that time will not be accepted (unless the Closing Date is extended).

If the aggregate number of Ordinary Shares validly tendered by Eligible Shareholders is equal to or less than 23,255,813 Ordinary Shares (being the maximum number of Ordinary Shares to be purchased pursuant to the Tender Offer), then all Ordinary Shares validly tendered will be accepted and purchased at the Tender Price. If the aggregate number of Ordinary Shares validly tendered exceeds 23,255,813Ordinary Shares, tenders will be satisfied as follows: (i) all Ordinary Shares validly tendered up to and including an Eligible Shareholder's Basic Entitlement will be accepted and purchased in full at the Tender Price; and (ii) Ordinary Shares validly tendered by Eligible Shareholders in excess of their Basic Entitlement will be accepted and purchased only to the extent that there are Ordinary Shares available for purchase as a result of other Eligible Shareholders not having tendered their full Basic Entitlement, with such excess tenders being scaled back on a pro rata basis among those Eligible Shareholders who have tendered in excess of their Basic Entitlement, at the discretion of Zeus and the Company.

The maximum cost to the Company from the Tender Offer will be £10 million (before expenses). This will be funded from the cash balances of the Company. No borrowings will be incurred by the Company in respect of any repurchase of Ordinary Shares pursuant to the Repurchase Agreement.

Conditionality

There is no guarantee that any Ordinary Shares will be acquired pursuant to the Tender Offer. The Tender Offer is conditional on the passing of the Resolution at the General Meeting and the other Tender Conditions specified in Part V of the Circular. As mentioned above, non-binding Letters of Intent to vote in favour of the Resolution have been received from certain Shareholders.

The Tender Offer is also conditional on receipt of valid tenders in respect of at least 5,813,953 Ordinary Shares (representing approximately 2.5 per cent. of the Company's issued Ordinary Share capital as at the Latest Practicable Date) by the Closing Date and there continuing to be valid tenders in respect of at least such number of Ordinary Shares, and the Tender Offer not having been terminated in accordance with its terms and the Company having confirmed to Zeus that it will not exercise its right to require Zeus not to proceed with the Tender Offer.

The Board has reserved the right, at any time prior to the Tender Offer becoming unconditional, to require Zeus not to proceed with the Tender Offer if the Board concludes that the implementation of the Tender Offer is no longer in the best interests of the Company and/or Shareholders as a whole. The Board has also reserved the right, at any time prior to the announcement of the results of the Tender Offer, with the prior consent of Zeus, to revise the aggregate value of the Tender Offer (subject, however, to the aggregate value not exceeding £10 million), or to extend the period during which the Tender Offer is open, based on market conditions and/or other factors, subject to compliance with applicable legal and regulatory requirements.

Action to be taken by Eligible Shareholders

The Tender Form to be completed by Eligible Shareholders who hold their Ordinary Shares in certificated form contains a box to enable those Shareholders to specify the total number of Ordinary Shares that they wish to tender. If a Shareholder executes and returns a Tender Form (by signing Box 2) but does not insert an 'X' or a number in Box 1b of the Tender Form, that Shareholder will be deemed to have tendered their Basic Entitlement.

Eligible Shareholders who hold their Ordinary Shares in uncertificated form and who wish to tender their Ordinary Shares should send a TTE Instruction through CREST to the member account, further details of which are set out in Part VII of the Circular specifying the total number of Ordinary Shares that they wish to tender.

All successfully tendered Ordinary Shares purchased by Zeus (acting as principal and not as agent, nominee or trustee) will be repurchased from Zeus by the Company under the terms of the Repurchase Agreement.

Buyback Programme

Pursuant to the Buyback Programme, as at the Latest Practicable Date, the Company had bought back 8,357,417 Ordinary Shares from Shareholders for a total gross purchase consideration of £3,444,318. Those purchases were made pursuant to the AGM Authority. The Company has paused the Buyback Programme until after completion of the Tender Offer, with approximately £6.6 million remaining available to satisfy purchases of Ordinary Shares made in accordance with the AGM Authority.

Separate shareholder authority to make market purchases in connection with the Tender Offer is being sought by way of the Resolution which will be proposed at the General Meeting. 

Shareholders should note that the authority being sought for the Tender Offer pursuant to the Resolution is in addition to, and not in substitution for, the authority provided pursuant to the AGM Authority. However the authority being sought for the Tender Offer pursuant to the Resolution will be specific to that purpose. Accordingly, if there is insufficient take-up under the Tender Offer after taking into account tenders pursuant to the Basic Entitlement and any Excess Entitlements, the total capital returned to Shareholders under the Buyback Programme and the Tender Offer combined will be less than £20 million in aggregate.

Taxation

Shareholders should be aware that there will be tax considerations that they should take into account when deciding whether or not to participate in the Tender Offer. Summary details of certain UK taxation considerations are set out in Part VIII of the Circular.

Shareholders are strongly advised to obtain independent tax advice regarding their own tax position. Shareholders who are in any doubt as to their tax position or who are subject to tax in a jurisdiction other than the United Kingdom should consult an appropriate professional adviser.

Advantages and Disadvantages of the Tender Offer

Advantages of the Tender Offer

The Directors believe that making the Tender Offer on the terms set out in the Circular is in the interests of Shareholders as a whole because:

· the Tender Offer provides an opportunity for those Shareholders who wish to realise some or all of their investment in the Company to receive cash;

· the Tender Offer is being conducted at a premium to the prevailing share price as at the Latest Practicable Date;

· the Tender Offer is available to all Eligible Shareholders regardless of the size of their holdings;

· the Tender Offer permits Shareholders who wish to retain their current investment in the Company and their Ordinary Shares to do so, as no Shareholder is required to participate in the Tender Offer; and

· the Tender Offer enables Ordinary Shares to be sold free of commissions or dealing charges that would otherwise be payable if Shareholders were to sell their Ordinary Shares through their broker.

Disadvantages of the Tender Offer

In considering the Tender Offer, the Directors believe Shareholders should have regard to the following disadvantages that they may experience if they opt to accept the Tender Offer or if they opt to retain their Ordinary Shares and not accept the Tender Offer (as applicable):

· in order to pay the consideration to which Shareholders are entitled pursuant to valid tenders of Ordinary Shares accepted by Zeus (and which the Company will then be obliged to repurchase from Zeus), the Company will use a significant amount of its available cash which will then be unavailable for deployment in the Company's operations or for other purposes;

· the market price of the Ordinary Shares may change during the course of the period that the Tender Offer is open. Therefore, there can be no certainty as to whether the Tender Price will be greater or less than the price at which the Ordinary Shares could be sold in the market at any time;

· Shareholders tendering Ordinary Shares under the Tender Offer will receive the Tender Price, which may be less than the price at which they bought their Ordinary Shares; and

· Tender Forms and TTE Instructions, once submitted, are irrevocable. The price of the Ordinary Shares may rise or fall following submission of a Tender Form or TTE Instruction. After settlement of a TTE Instruction, the Shareholder will not be able to access the Ordinary Shares concerned in CREST for any transaction or charging purposes.

Overseas Shareholders

The attention of Shareholders who are resident in, or a citizen of, a jurisdiction outside of the United Kingdom and the Isle of Man (Overseas Shareholders) is drawn to section 10 Part V of the Circular.

General Meeting

Implementation of the Tender Offer requires the approval of the Resolution by Shareholders at a general meeting of the Company.

Accordingly, a Notice of General Meeting is set out at the end of the Circular convening the General Meeting to be held at the offices of the Company at Forrest House, Ronaldsway, Isle of Man, IM9 2RG at 9.00 a.m. on 30 April 2026.

The Resolution will be proposed at the General Meeting as a special resolution, the passing of which requires not less than 75 per cent. of the votes cast (whether in person or by proxy) to be in favour.

The Resolution seeks authority to make market purchases of Ordinary Shares in connection with the Tender Offer. The Resolution specifies the maximum number of Ordinary Shares which may be acquired, and the fixed price at which Ordinary Shares may be acquired, pursuant to this authority. The authority sought will expire on 31 July 2026 at the conclusion of the Company's next annual general meeting to be held.

Actions to be taken at the General Meeting

Set out at the end of the Circular you will find a notice convening a General Meeting to be held at the offices of the Company at Forrest House, Ronaldsway, Isle of Man, IM9 2RG at 9.00 a.m. on 30 April 2026 to consider and, if thought fit, approve the Resolution.

Shareholders may appoint a proxy online via the Investor Centre app or by accessing the web browser at https://uk.investorcentre.mpms.mufg.com/. In order to appoint a proxy using the Website, Shareholders will need to log into their Investor Centre account, or register if they have not previously done so. To register, Shareholders will need to identify themselves with their Investor Code which is detailed on their share certificate or available from the Company's Registrars, MUFG Corporate Markets, on Tel: 0371 664 0321 or by emailing [email protected]. Shareholders who prefer to use a hard copy Form of Proxy may request one from MUFG Corporate Markets using the contact details above. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. MUFG Corporate Markets cannot provide advice on the merits of the Tender Offer or the Resolution and cannot give any financial, legal or tax advice.

Whether or not Shareholders intend to be present at the General Meeting, they are requested to appoint a proxy and submit their proxy appointment in accordance with the instructions set out in the Notice of General Meeting as soon as possible and, in any event, so as to be received by the Company's registrars, MUFG Corporate Markets, not later than 48 hours (excluding non-working days) before the General Meeting is scheduled to begin, meaning it should be returned by 9.00a.m. on 28 April 2026. The completion and return of a proxy appointment will not preclude the Shareholders from attending the General Meeting and voting in person should they so wish.

If you wish to participate in the Tender Offer

If you are an Eligible Shareholder and hold your Ordinary Shares in certificated form and you wish to tender some or all of your Ordinary Shares, you should complete the Tender Form in accordance with the instructions printed on it and in Part V of the Circular and return it by post in the accompanying reply-paid envelope (for use in the UK only) to MUFG Corporate Markets, together with your share certificate(s) in respect of the Ordinary Shares tendered.

If you are an Eligible Shareholder and hold your Ordinary Shares in uncertificated form and you wish to tender some or all of your Ordinary Shares, you should send a TTE Instruction and follow the procedures set out in Part VII of the Circular in respect of tendering uncertificated Ordinary Shares.

Shareholders who do not wish to participate in the Tender Offer should not complete the Tender Form and should not make or arrange for a TTE Instruction.

If you have any questions about the procedure for tendering Ordinary Shares or making a TTE Instruction, you require extra copies of the Circular or the Tender Form or you want help filling in the Tender Form, please telephone the Shareholder Helpline on 0371 664 0321. Lines are open from 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday (except public holidays in England and Wales). Please note that calls to these numbers may be monitored or recorded for security and training purposes.

Please note that for legal reasons the Shareholder Helpline will only be able to provide information contained in the Circular and the accompanying Tender Form and will be unable to give advice on the merits of the Tender Offer or to provide financial, investment or taxation advice.

You are advised to read all the information contained in the Circular before deciding on the course of action you will take in respect of the General Meeting and the Tender Offer.

The results of the General Meeting will be announced through a Regulatory Information Service and the Company's website as soon as possible once known. It is expected that this will be on 30 April 2026.

Board intentions to tender Ordinary Shares

The Directors have indicated that they do not intend to tender their Ordinary Shares (or any part thereof) under the Tender Offer.

Recommendation

The Directors unanimously recommend that Shareholders vote in favour of the Resolution as the Directors intend to do in respect of their own beneficial holdings of Ordinary Shares, amounting in aggregate to 3,291,314 Ordinary Shares (representing approximately 1.4 per cent. of the issued share capital of the Company as at the Latest Practicable Date).

Shareholders should note that if they vote in favour of the Resolution at the General Meeting, they are not obliged to participate in the Tender Offer. The Directors are not making any recommendation to Eligible Shareholders as to whether or not they should tender their Ordinary Shares in the Tender Offer. Shareholders should consider whether the Ordinary Shares remain a suitable investment in light of their own personal circumstances and investment objectives as well as the financial performance and future prospects of the Group, noting the non-exhaustive list of risks that the Company is subject to, and the advantages and disadvantages of tendering Ordinary Shares under the Tender Offer outlined above.

If Eligible Shareholders are in any doubt as to what action they should take, they should seek their own independent professional advice.

DEFINITIONS

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

All references to "£" are to the lawful currency of the United Kingdom.

All the times referred to in this Announcement are London times unless otherwise stated.