K3 Business Technology Group PLC
21 July 2025
This release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation (2014/596/EU), or EU MAR, and of the UK version of EU MAR as it forms part of UK law by virtue of the European Union (Withdrawal) Act (as amended).
K3 BUSINESS TECHNOLOGY GROUP PLC
(“K3” or “the Group” or “the Company”)
Result of Tender Offer
K3, which provides business-critical software solutions focused on fashion and apparel brands, announces the results of the Tender Offer set out in the circular published by the Company on 2 July 2025 (the “Circular”), which closed at 1.00 p.m. on 18 July 2025. The Tender Price was 85 pence per Share.
The Company offered to purchase up to a maximum of 34,117,647 Shares (being approximately 74.3 per cent. of the Company’s existing issued share capital) under the Tender Offer. In total, 33,797,331 Shares were validly tendered under the Tender Offer through Qualifying Shareholders’ Basic Entitlements as well as excess applications received in respect of 10,144,370 Shares through excess tenders. As such, the total number of Shares being acquired by the Company is the maximum of 34,117,647. All valid tenders were satisfied in full pursuant to their Basic Entitlement (rounded down to the nearest whole number of Shares) and excess applications were satisfied based on a percentage proportion of the total excess tenders received, with 320,316 Shares accepted pursuant to excess tenders.
It is expected that cheques will be despatched and CREST accounts will be credited with proceeds in respect of successfully tendered shares on or before 28 July 2025.
The 34,117,647 Shares tendered under the Tender Offer will be repurchased by the Company under the Repurchase Agreement and cancelled.
The ordinary issued share capital of the Company following the purchase will be 11,814,732 (with no ordinary shares held in treasury). The total voting rights in the Company following the purchase and cancellation will be 11,814,732.
The figure of 11,814,732 may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA’s Disclosure Guidance and Transparency Rules.
The Company reminds Shareholders of the expected timetable of principal events as follows:
| CREST accounts settled in respect of unsold tendered Shares held in uncertificated form | 22 July |
| Payments through CREST made in respect of Shares held in uncertificated form successfully tendered | by 28 July |
| Cheques despatched in respect of Shares held in certificated form successfully tendered | by 28 July |
| Balancing certificates despatched in respect of unsold tendered Shares held in certificated form | by 28 July |
| Last day of dealings in the Shares on AIM | 29 July |
| Cancellation of admission of the Shares to trading on AIM | 30 July |
Unless otherwise defined, capitalised terms in this announcement shall have the meaning set out in the Circular.
Enquiries:
| K3 Business Technology Group plc | Oliver Scott, Chairman | T: c/o 020 3178 6378 |
| www.k3btg.com | Eric Dodd, Chief Executive Officer | |
| Cavendish Capital Markets(NOMAD & Broker) | Julian Blunt/ Callum Davidson/Trisyia Jamaludin(Corporate Finance)Sunila De Silva(Corporate Broking) | T: 020 7220 0500 |
| KTZ Communications | Katie Tzouliadis/ Robert Morton | T: 020 3178 6378 |
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