Redcentric Successfully Completes £90 Million Tender Offer, Repurchasing 56.25 Million Shares at £1.60 Each

Strong Shareholder Demand Drives Oversubscribed Tender Offer

The tender offer saw exceptional shareholder interest, with valid tenders totaling 150,326,024 ordinary shares far exceeding the maximum repurchase limit of 56,250,000 shares. This oversubscription arose from a combination of basic entitlements and excess tender applications totaling 96,010,273 shares. The gap between total tenders and the maximum acquisition illustrates investor confidence in the capital return programme, with many shareholders submitting tenders beyond their basic allocation.

Due to the significant excess demand, allocations to excess tenders were proportionally scaled. Shareholders tendering shares up to their basic entitlement had their full tender accepted, rounded down to the nearest whole share. Those tendering excess shares received acceptance of their basic entitlement plus approximately 2.01% of the excess shares tendered. This allocation method ensured equitable distribution of repurchase capacity among shareholders.

Redcentric's Role as a Leading UK IT Managed Services Provider

Redcentric operates as a leading UK IT managed services provider, delivering a comprehensive operating model serving both private and public sector organisations. Its managed service provider division functions as an outsourced IT department, managing daily maintenance and security of customers’ IT infrastructure. This approach enhances security and operational efficiency, allowing customers to focus on core business growth rather than internal technology management.

The company’s service offerings span infrastructure management, cloud services, cybersecurity, and data analytics, positioning Redcentric as a versatile infrastructure and managed IT service provider catering to diverse business needs across various industries. Its strategy aligns with accelerating digital transformation trends in the UK, where demand for outsourced IT, cloud migration, and cybersecurity solutions is rapidly increasing.

Share Capital Restructure and AIM Re-Admission Details

Alongside the tender offer completion, Redcentric is executing a share capital restructure to streamline its issued share capital via consolidation and subdivision. As part of this, the company will allot 7 ordinary shares to ensure the total shares at the record date of 6:00 p.m. on 28 July 2026 are divisible by 20, improving operational efficiency in share administration.

Following the restructure and tender offer, 103,071,740 new ordinary shares will be admitted to AIM trading from 8:00 a.m. on 29 July 2026. These shares will trade under new SEDOL (BVV5L85) and ISIN (GB00BVV5L858) codes, while retaining the ticker symbol 'RCN'. The issued share capital on admission will be 103,071,740 shares, with 480 shares held in treasury, resulting in total voting rights of 103,071,260 shares. This figure will be used for FCA Disclosure Guidance and Transparency Rules notification calculations.

Acquisition and Cancellation of Repurchased Shares by Cavendish

Under the repurchase agreement, Cavendish Capital Markets Limited holds a put option allowing it to require Redcentric to purchase the 56,250,000 ordinary shares Cavendish acquired as principal during the tender offer. Cavendish intends to exercise this option, leading to the company acquiring and subsequently cancelling these shares. This cancellation permanently reduces issued share capital and increases earnings per share and voting rights concentration for remaining shareholders.

The put option is a standard feature in tender offers facilitated by capital markets intermediaries, providing certainty on share acquisition and cancellation timing. Its exercise ensures full completion of the tender offer and the share buyback programme as authorised, offering transparency and certainty to market participants on the final share capital structure.

Settlement Schedule and Payment Process for Tendering Shareholders

Redcentric has set a detailed timetable for settling and paying tender offer proceeds. The purchase date for tendered shares is 24 July 2026, marking the legal transfer of shares to the company. The share capital restructure record date is 6:00 p.m. on 28 July 2026, determining entitlement to new shares.

Settlement will occur in two phases based on shareholding method. CREST account holders will receive proceeds by 4 August 2026 following the admission of new shares on 29 July 2026. Certificated shareholders will receive cheques by 4 August 2026, with new share certificates and fractional entitlement payments expected by 12 August 2026. This phased approach ensures efficient processing across electronic and certificated holdings.

Disclosure of Management and Director Participation

Redcentric will disclose details of participation in the tender offer by persons discharging managerial responsibilities and their closely associated persons around 24 July 2026. This announcement will provide transparency on whether directors and senior management tendered shares and the extent of their participation, fulfilling Market Abuse Regulation and FCA Disclosure Guidance and Transparency Rules requirements.

Timing this disclosure with the purchase date completes regulatory obligations and offers investors insight into insider confidence regarding the company’s strategic and capital allocation decisions.

Compliance with Regulatory Framework and Market Abuse Regulation

This announcement complies with Redcentric’s obligations under Article 17 of the UK Market Abuse Regulation (UK MAR), which governs disclosure of inside information. Upon publication, the information becomes public, ensuring simultaneous access for all market participants and maintaining market integrity.

Redcentric’s adherence to UK MAR reflects regulatory standards for AIM-listed companies, which, while less regulated than the main London Stock Exchange, remain subject to core Market Abuse Regulation provisions protecting investors and promoting fair markets.

Digital Transformation Trends Supporting Redcentric’s Growth

The UK managed services sector, where Redcentric operates, is experiencing sustained growth driven by accelerating digital transformation. Organisations are shifting from legacy on-premise IT to cloud and hybrid models, increasing demand for managed service providers skilled in designing, implementing, and maintaining complex environments. Both private and public sectors face rising needs for enhanced cybersecurity, operational efficiency, and technology outsourcing to reduce capital expenditure.

Redcentric’s comprehensive infrastructure and managed IT services address these market demands, with capabilities spanning infrastructure management, cloud, cybersecurity, and data analytics. Long-term industry tailwinds from digital transformation and cloud adoption create a favorable environment for providers delivering integrated solutions to diverse customers.

Impact on Share Capital Efficiency and Voting Rights

The tender offer and share capital restructure will enhance Redcentric’s capital efficiency by reducing issued shares to 103,071,740 on AIM admission. The cancellation of 56,250,000 shares combined with consolidation and subdivision improves earnings per share and return on equity metrics. Non-participating shareholders will see increased proportional ownership in earnings and assets post-transaction.

Total voting rights will decrease to 103,071,260 shares due to cancelled shares. This figure will be used by shareholders to assess FCA notification thresholds under Disclosure Guidance and Transparency Rules. This capital management strategy is a common approach for listed companies aiming to boost per-share metrics and return value to continuing shareholders through cash-funded buybacks.