Cavendish plc Secures £280,892 via Employee Co-Investment Plan with Directors Subscribing to New Shares

Details of Employee Share Plan Participation and Capital Raised

Cavendish plc reported the results of its July 2026 Co-Investment Plan offer, part of an employee share scheme launched in February 2024. Seventeen eligible employees subscribed, investing a combined £280,892 of post-tax funds to acquire new ordinary shares priced at 9.25 pence each, reflecting the closing price on 20 July 2026, the business day before the offer issuance. This capital raise highlights strong employee engagement and alignment with shareholder value creation.

The 3,036,666 new ordinary shares of 1 pence each were allotted on 16 July 2026 to Ogier Global Trustee (Jersey) Limited, acting as nominee for plan participants. These shares are subject to a three-year lock-up period during which they will be held by the trustee but retain dividend and voting rights equivalent to other ordinary shares. Cavendish has applied for AIM admission of these shares, expected at 8:00 a.m. on or around 24 July 2026, enabling them to become freely tradable post-admission.

Conditional Additional Share Awards and Performance Targets

The Company has established a tiered structure of conditional Additional Shares for Co-Investment Plan participants based on meeting share price targets during the three-year lock-up. The base price was set at 9.25 pence per share as of 13 July 2026. Performance hurdles include: under 16.1p triggers 0.5 Additional Shares per CiP Share; 16.1p awards 2 Additional Shares; 20.7p yields 3 Additional Shares; and 25.4p grants 4 Additional Shares per CiP Share. These targets incorporate dividends paid during the period and are measured by a 20-day volume-weighted average price prior to lock-up expiry.

Additional Shares may also be granted if targets are met on a 90-day volume-weighted average price basis at any time during the lock-up, with shares awarded at term end subject to continued employment. If both 20-day and 90-day targets are met, participants receive the higher award. Estimated dilution ranges from approximately 1.5 million new shares (0.39% of issued capital) at minimum targets to 12.1 million shares (3.11%) at maximum targets.

Director and PDMR Share Subscriptions in the Co-Investment Plan

Three directors and persons discharging managerial responsibilities participated in the July 2026 Plan. Co-CEOs Julian Morse and John Farrugia each subscribed for 324,324 shares at 9.25p, resulting in holdings of 8,245,514 shares (2.11%) and 4,166,362 shares (1.07%), respectively. CFO Ben Procter subscribed for 216,216 shares, holding 2,048,329 shares (0.52%).

Conditional awards were granted to these executives under the Plan rules: Morse and Farrugia each received conditional awards ranging from 162,162 to 1,297,296 shares, while Procter’s awards range from 108,108 to 864,864 shares. These nil-cost awards vest only if share price targets are met during the three-year period and employment continues.

John Farrugia’s Option Exercise and Post-Tax Share Retention

Co-CEO John Farrugia exercised options on 2,000,000 ordinary shares at 1p per share under the Unapproved Share Option Plan, with shares transferred from the Cavendish Financial plc Employee Benefit Trust. After satisfying income tax and National Insurance liabilities via an off-market sale of 1,054,595 shares back to the EBT, Farrugia retained 945,405 shares. This retained holding is included in his total shareholding of 4,166,362 shares disclosed in the Co-Investment Plan.

The option exercise on 20 July 2026 coincided with the Co-Investment Plan subscription period. The use of the EBT to manage tax obligations allowed Farrugia to exercise options without upfront cash payments. The retained shares reflect deductions for tax and National Insurance on the in-the-money options.

Total Voting Rights and Share Capital Post-Issuance

As of 21 July 2026, Cavendish plc has 390,161,764 ordinary shares of 1p each in issue with no treasury shares. All shares carry equal voting rights. This total represents the voting rights denominator for FCA disclosure rules and shareholder notification thresholds under the Market Abuse Regulation.

The issuance of 3,036,666 shares under the July 2026 Plan slightly increases the Company’s issued share capital. Disclosure of total voting rights complies with Article 5 of Regulation (EU) 596/2014 (Market Abuse Regulation), ensuring transparency for shareholders regarding notification obligations.

Employee Benefit Trust and Lock-Up Provisions

The Co-Investment Plan shares are held by Ogier Global Trustee (Jersey) Limited as nominee for participants and are subject to a three-year lock-up from 16 July 2026. During this period, shares cannot be disposed of but retain dividend and voting rights. The use of a Jersey-based trustee aligns with best practices for employee benefit trust administration, ensuring compliance with UK trust and tax laws.

The lock-up aligns employee and shareholder interests over the medium term, with conditional awards incentivizing share price growth. Upon lock-up expiry, shares will be released to participants who remain employed, allowing free trading or retention.

Executive Shareholding Alignment and Commitment

Participation by all three executive directors in the July 2026 Plan underscores management’s commitment to shareholder value and alignment with employee ownership. Julian Morse holds 8,245,514 shares (2.11%), John Farrugia 4,166,362 shares (1.07%), and Ben Procter 2,048,329 shares (0.52%), collectively about 3.7% of issued capital.

Conditional awards provide further performance-linked incentives, with Morse and Farrugia each eligible for up to 1,297,296 additional shares and Procter up to 864,864. The difference in shareholdings between the Co-CEOs may reflect prior acquisitions. The subscription at market price plus conditional awards incentivize management to drive share price appreciation over three years.

Shareholder Dilution Strategy and EBT Market Purchases

Cavendish plans to manage dilution from the Co-Investment Plan by funding its employee benefit trust to purchase shares on the market, aiming to keep total dilution from share options and incentives below approximately 15% of issued capital. This mitigates potential dilution from up to 12.1 million Additional Shares and other awards.

By acquiring shares in the open market rather than issuing new shares for option exercises and incentives, the Company reduces net dilution without using shareholder funds or corporate capital. The 15% dilution cap aligns with institutional investor guidelines and governance best practices for employee share schemes and executive remuneration.

Regulatory Compliance and Market Abuse Regulation Reporting

This announcement fulfills formal director dealings notifications under UK Market Abuse Regulation and FCA Disclosure Guidance and Transparency Rules. It details transactions by directors and PDMRs, including subscription, option exercise, and conditional awards with prices, volumes, dates, and transaction venues, ensuring full transparency.

John Farrugia’s option exercise and subsequent off-market sale of shares to cover tax and National Insurance liabilities are fully disclosed, providing investors with comprehensive insight into executive share dealings. The total voting rights figure of 390,161,764 shares as of 21 July 2026 satisfies the Company’s obligations under Article 5 of Regulation (EU) 596/2014.

AIM Admission and Trading Commencement

Cavendish has applied for admission of the 3,036,666 newly allotted shares to AIM, with admission expected at 8:00 a.m. on or around 24 July 2026. This timing enables the shares issued on 16 July 2026 to become tradable following regulatory approval. SPARK Advisory Partners, the Company’s nominated adviser, will complete the necessary AIM procedures.

The AIM admission marks a key step in the capital raise, allowing participating employees not subject to the lock-up to trade shares. Although shares remain locked for three years for participants, the admission establishes market price discovery and a published price baseline for calculating volume-weighted average price targets. Admission occurs shortly after the announcement, consistent with AIM secondary share issuance practices.