Advanced Medical Solutions Reports 220.8 Million Ordinary Shares Issued Ahead of Takeover Code Disclosures

Clarifying AMS's Share Capital Structure in Preparation for Takeover Code Compliance

Advanced Medical Solutions Group plc has issued a Rule 2.9 announcement, a procedural step marking the start of an offer period under The City Code on Takeovers and Mergers. This disclosure confirms AMS has 220,798,125 ordinary shares of 5 pence each admitted to trading on the AIM Market of the London Stock Exchange. Importantly, the company holds no ordinary shares in treasury, meaning all issued shares carry full voting rights. This clear statement of share capital is critical for investors and potential acquirers to understand the voting structure and dilution effects of any proposed transaction.

The announcement formally notifies the market that AMS has entered an offer period, activating strict disclosure obligations under the Takeover Code. Anyone holding or acquiring 1% or more of the company's relevant securities must adhere to specific disclosure deadlines and content requirements. The confirmed total of 220,798,125 shares with voting rights establishes the 1% threshold at approximately 2.21 million shares. This disclosure framework safeguards market integrity by ensuring transparency during potential takeover activity or significant stake accumulation.

AMS Ordinary Share Structure and Voting Rights

Each ordinary share in AMS carries equal voting rights, with no treasury shares recorded as of the announcement date. The par value of 5 pence per share aligns with UK-listed company norms and reflects nominal capital rather than market value. With 220,798,125 shares issued and all voting equally, a shareholder or group holding more than 110,399,063 shares (over 50%) would have outright control. For Takeover Code purposes, the 1% disclosure threshold requires investors holding 2,207,981 shares or more to make mandated disclosures.

The absence of treasury shares means AMS itself holds no dormant voting shares, simplifying voting calculations and ensuring issued capital equals voting capital. This structure provides clarity on dilution and control for shareholders and confirms to potential acquirers the exact number of shares needed to attain various voting influence levels. The announcement also includes AMS's ISIN (GB0004536594) and LEI (213800HJP6OWOSZI1L74), essential identifiers for trading and regulatory reporting.

Overview of AMS's Medical Device and Wound Care Operations

Advanced Medical Solutions Group plc focuses on the development, manufacturing, and distribution of medical devices, with expertise in wound care and advanced wound management. The company serves healthcare providers, hospitals, and wound clinics within the medical technology sector. AMS's product range addresses clinical needs in wound healing and tissue repair, offering innovative solutions that reduce infections, accelerate healing, and improve patient outcomes. This focus positions AMS within the growing medtech industry, driven by aging populations and increasing chronic disease prevalence.

Listed on AIM, AMS gains access to equity capital supporting research, development, and acquisitions. The medical device sector provides relatively stable revenues due to wound care's critical role in healthcare settings. AMS's operations include product innovation, regulatory compliance across jurisdictions, and distribution partnerships. The company’s website (www.admedsol.com) serves as a key communication platform for investors and healthcare professionals. Leadership includes CEO Chris Meredith, CFO Eddie Johnson, and Investor Relations lead Michael King, reflecting a robust governance structure suitable for a listed medical device company.

Rule 2.9 Announcement and Takeover Code Compliance Explained

The Rule 2.9 announcement issued by AMS on 23 July 2026 is a mandatory disclosure under The City Code on Takeovers and Mergers, overseen by the Takeover Panel. This rule requires the offeree company to disclose total shares issued, their classification, and voting rights, signaling the start of an offer period with strict disclosure and dealing rules for market participants. The announcement provides definitive data for calculating disclosure thresholds and monitoring compliance.

By releasing this statement, AMS informs the market that anyone dealing in its securities or holding 1% or more must comply with the Takeover Code’s disclosure requirements. The announcement details obligations under Rules 8.3(a) and 8.3(b), specifying that Opening Position Disclosures are due within 10 business days after the offer period begins, and Dealing Disclosures must be submitted by 3.30 pm (London time) on the business day following any relevant transaction. Contact details and references to the Takeover Panel’s website and Market Surveillance Unit are provided for guidance.

Opening Position Disclosure Requirements for AMS Investors

Under Rule 8.3(a) of the Takeover Code, any person holding 1% or more of AMS’s relevant securities must file an Opening Position Disclosure after the offer period starts. For AMS, this threshold is approximately 2.21 million ordinary shares. The disclosure must include detailed information about interests, short positions, and rights to subscribe for shares. It must be submitted no later than 3.30 pm (London time) on the 10th business day after the offer period commencement or identification as a securities exchange offeror.

Persons trading AMS securities before the Opening Position Disclosure deadline must instead file a Dealing Disclosure by 3.30 pm (London time) on the next business day. This prevents strategic trading ahead of disclosure deadlines and maintains transparency. The rules apply to individuals, institutional investors, and persons acting in concert, treating coordinated parties as a single entity for disclosure purposes, thus preventing circumvention of thresholds. AMS shareholders and potential acquirers must monitor dealings closely to ensure timely compliance.

Dealing Disclosure Obligations and Continuous Transparency

Rule 8.3(b) imposes ongoing Dealing Disclosure duties on anyone holding or acquiring 1% or more of AMS’s securities. Each transaction must be disclosed by 3.30 pm (London time) on the business day following the dealing, detailing the transaction and updated interests, short positions, and subscription rights. This continuous reporting creates an audit trail of significant share movements during the offer period, keeping the market informed about control shifts and acquirer intentions.

The Dealing Disclosure requirements apply equally to AMS, any offeror or prospective offeror, and persons acting in concert. Failure to comply can lead to regulatory sanctions, public censure by the Takeover Panel, or referral to the Financial Conduct Authority. Disclosure of short positions ensures visibility of bearish bets that might otherwise remain hidden. For AMS investors, these obligations mean significant shareholding changes are promptly visible, protecting minority shareholders from unexpected acquisitions or undisclosed stake building.

Concert Party Rules and Coordinated Shareholding Disclosures

The Takeover Code defines "persons acting in concert" as two or more parties who, through any agreement or understanding, acquire or control interests in an offeree’s securities. Coordinated holdings are aggregated for disclosure thresholds. For AMS, this means investment funds, managers, and related entities coordinating acquisitions must combine holdings when determining if the 1% threshold is met. These provisions prevent evasion of disclosure rules by fragmenting control.

Concert party arrangements can be formal or informal, including tacit or implied coordination. Investors must exercise caution when collaborating on shareholding strategies, as joint ventures, affiliates, or advisory ties may create concert party links triggering aggregated disclosure. The Takeover Code treats concert parties as a single entity for disclosure purposes, requiring combined interest reporting. AMS shareholders should consult the Takeover Panel’s guidance and seek legal advice if unsure about concert party status.

Identification Codes, Regulatory Registration, and Investor Contact Information

AMS provides key identification data essential for trading, regulatory reporting, and investor communication. The ISIN for AMS ordinary shares is GB0004536594, enabling global trading and settlement. The LEI number 213800HJP6OWOSZI1L74 supports regulatory reporting under European and international frameworks such as EMIR and MiFIR. These identifiers ensure precise company and security recognition across systems, reducing settlement risk and aiding compliance.

For investor inquiries, AMS offers contact details including phone +44 (0)1606 545508 and its website (www.admedsol.com). Key contacts are CEO Chris Meredith, CFO Eddie Johnson, and Investor Relations officer Michael King, providing a structured communication channel for operational, financial, and regulatory matters. The Rule 2.9 announcement process ensures all market participants receive simultaneous, identical information, promoting fair market access and preventing selective disclosure.

Takeover Panel Oversight and Market Surveillance Support

The Takeover Code is enforced by the Takeover Panel, an independent regulator overseeing mergers and acquisitions of UK-listed companies. The Panel’s website (www.thetakeoverpanel.org.uk) publishes a Disclosure Table listing companies in offer periods, share counts, offer commencement dates, and offeror identities. This public register serves as the authoritative source for offer status and disclosure obligations. The Panel’s Market Surveillance Unit can be contacted at +44 (0)20 7638 0129 for guidance on disclosure rules and compliance.

AMS shareholders and interested parties should consult the Disclosure Table to verify offer period status, identify offerors, and confirm Opening Position Disclosure deadlines. The Market Surveillance Unit provides non-binding advice to aid compliance and prevent inadvertent breaches. The Takeover Panel also publishes Practice Statements and a Code Glossary explaining terms and rationale. AMS investors uncertain of their disclosure duties are encouraged to contact the Panel for authoritative guidance, ensuring adherence to the Code’s standards and maintaining a fair, transparent offer process.