Unigel Group PLC - Proposed Cancellation, Re-registration and GM

Unigel Group plc

(the "Group" or the "Company")

Proposed Cancellation

Re-registration as a private limited company and

Notice of General Meeting

Unigel Group plc (AQSE: UNX), the manufacturer and supplier of materials used in the manufacture of telecommunication fibre optic cables announces that, following an extensive review, the Directors have concluded that it is in the best interests of the Company and its Shareholders as a whole to seek Shareholders' approval for the cancellation of admission of the Company's ordinary shares of 0.5 pence each (the "Ordinary Shares") to trading on the Aquis Growth Market (the "Cancellation") and for the Company to be re-registered as a private limited company (the "Re-registration").

The Directors have, after a period of review, concluded that it is in the best interests of the Company and its Shareholders to seek Shareholder approval for the Cancellation and for the Company to be re-registered as a private limited company.

A circular convening a general meeting of the Company (the "General Meeting") to be held at 10:30 a.m. on 5 June 2026 at Shakespeare Martineau LLP, c/o Ampa Holdings LLP, Level 19, The Shard, 32 London Bridge Street, London, SE1 9SG has been sent to Shareholders (the "Circular"). Shareholders will be asked to consider and, if thought fit, approve resolutions in respect of the Cancellation, the Re-registration and the adoption of new articles of association (together, the "Proposals"). A copy of the Circular will be made available on the Company's website at www.unigel.com/investors/.

If the resolution in respect of the Cancellation (the "Cancellation Resolution") is passed at the General Meeting, it is anticipated that the last day of dealings in the Ordinary Shares on the Aquis Growth Market will be 19 June 2026 and that the Cancellation will become effective at 7:00 a.m. on 22 June 2026.

In accordance with Rule 5.3 of the Aquis Rules for Companies, the Company hereby gives notice of its intention to withdraw the Ordinary Shares from admission to trading on the Aquis Growth Market. Subject to the passing of the Cancellation Resolution at the General Meeting, the Cancellation will become effective at 7:00 a.m. on 22 June 2026.

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

Enquiries:  

Notes to Editors

Unigel Group plc is the holding company whose operating subsidiaries, Unigel (UK) Limited ("Unigel") and Unitape Limited ("Unitape") manufacture and distribute materials used in the manufacture of telecommunication fibre optic cables.

Unigel formulates, manufactures, and markets thixotropic gels primarily to the fibre optic cable industry. In addition, it also makes specialty gel products for the construction, green energy, and high voltage transmission apparatus markets.

Unitape is one of the largest domestic manufacturers and suppliers of laminated steel tapes to the fibre optic cable industry in North America.

Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.

The following information has been extracted from the Circular, and includes the definitions used in the Circular and this announcement, and an expected timetable of the principal events. As such, references, including page numbers, may be incorrect and Shareholders should read the Circular in full.

Dear Shareholder,

1.       Introduction

Further to the announcement of 20 May 2026, the Directors have, after an extensive review, concluded that, for the reasons set out in paragraphs 2 and 3 below, it is in the best interests of the Company and its Shareholders to seek Shareholders' approval for cancellation of the admission of the Ordinary Shares to trading on Aquis Growth Market and for the Company to be re-registered as a private limited company. In accordance with Rule 5.3 of the Aquis Rules, the Company has notified Aquis of the date of the proposed Cancellation.

The Company is seeking Shareholders' approval for the Cancellation, the Re-registration and the adoption of the New Articles of Association at the General Meeting, to be held at Shakespeare Martineau LLP, c/o Ampa Holdings LLP, Level 19, The Shard, 32 London Bridge Street, London, SE1 9SG on 5 June 2026 at 10:30 a.m.

If the Cancellation Resolution is passed at the General Meeting, it is anticipated that the Cancellation will become effective at 7:00 a.m. on 22 June 2026. The Cancellation Resolution is conditional, pursuant to Rule 5.3 of the Aquis Rules, upon the approval of Shareholders holding not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting.

The purpose of this Document is to seek Shareholders' approval for the Resolutions, to provide information on the background to and reasons for the proposed Cancellation and the Re-registration, to explain the consequences of the Resolutions and provide reasons why the Directors unanimously consider the Resolutions to be in the best interests of the Company and its Shareholders as a whole.

The Notice of the General Meeting is set out at the end of this Document.

2.       Background to and reasons for the Cancellation and Re-registration

The Board has extensively reviewed and evaluated the benefits and drawbacks for the Company and its Shareholders in retaining the admission to trading of the Ordinary Shares on the Aquis Growth Market. The Board has taken into consideration numerous factors, both positive and negative, and considered the interests of all Shareholders in reaching its decision. Following this review, the Board has concluded that the continued admission to trading of the Ordinary Shares on the Aquis Growth Market is not appropriate and, accordingly, the Cancellation and Re-registration are in the best interests of the Company and its Shareholders as a whole for the reasons set out below.

•     Costs and regulatory burden: The considerable cost and management time and the legal and regulatory burden associated with maintaining the Company's admission to trading on the Aquis Growth Market is, in the Board's opinion, disproportionate to the benefits of the Company's continued admission to trading on the Aquis Growth Market, particularly given the limited and inconsistent liquidity in the Ordinary Shares as described below. Given the lower costs associated with private limited company status, the Cancellation and Re-registration will reduce the Company's recurring administrative and adviser costs which the Board believes can be better spent supporting and investing in the Group's business.

•     Limited liquidity in the Ordinary Shares: There continues to be limited and inconsistent liquidity in the Ordinary Shares, as a result of which small trades in the Ordinary Shares can have a significant impact on price and, therefore, on the market valuation of the Company. The Board believes that this, in turn, has a materially adverse impact on the Company's ability to seek appropriate financing or realise an appropriate value for any material future transactions. Moreover, the limited liquidity in the Ordinary Shares makes it challenging for Shareholders of any size to acquire additional Ordinary Shares or dispose of any Ordinary Shares in the market at an attractive price.

•     Access to appropriate finance: Further funding utilising the Company's quoted Ordinary Shares is unlikely. In the circumstances the costs of continued admission to trading on the Aquis Growth Market cannot be justified.

•     Corporate and strategic flexibility: The Board believes that a private limited company can take and implement strategic decisions more quickly than a company which is publicly traded as a result of the more flexible regulatory regime that is applicable to a private limited company. It has also been disadvantageous to publicly announce news of significance, as this has given the Company's competitors insights they would not otherwise have if the Company was a private limited company. This will be advantageous in the Company's business development discussions which may ultimately benefit the Company and Shareholders as a whole.

•     Potential future listing venues: The Board continues to evaluate the Group's optimal long-term capital markets positioning and, following the Cancellation, may consider a potential admission of the Company's shares to trading on another recognised investment exchange or market in a different jurisdiction. No decision has been taken in relation to any such admission and there can be no certainty as to the timing, structure or outcome of any such process. Any such proposal, if pursued, would be subject to, amongst other things, market conditions, regulatory approvals and further Board and Shareholder considerations.

Therefore, as a result of this review, the Board has unanimously concluded that the proposed Cancellation and Re-registration are in the best interests of the Group and Shareholders as a whole.

3.      Cost savings

Following the proposed Cancellation and Re-registration, the Board forecasts annualised cost savings of £0.2 million.

4.       Current trading and outlook

For the year ended 31 December 2025, the Group achieved revenue of £38.2 million (2024: £29.1 million) and an Adjusted EBITDA of £4.0 million (2024: £2.4 million).

5.       Process for, and principal effects of, the Cancellation

The Directors are aware that certain Shareholders may be unable or unwilling to hold Ordinary Shares in the event that the Cancellation is approved and becomes effective. Such Shareholders should consider selling their interests in the market prior to the Cancellation becoming effective.

Under the Aquis Rules, the Company is required to give at least 20 clear Business Days' notice of the Cancellation. Additionally, the Cancellation will not take effect until at least five clear Business Days have passed following the passing of the Cancellation Resolution. If the Cancellation Resolution is passed at the General Meeting, it is proposed that the last day of trading in the Ordinary Shares on Aquis Growth Market will be 19 June 2026 and that the Cancellation will take effect at 7:00 a.m. on 22 June 2026.

Under the Aquis Rules, it is a requirement that the Cancellation must be approved by Shareholders holding not less than 75 per cent. of votes cast by Shareholders at the General Meeting and 50 per cent. of the votes cast by Independent Shareholders (whether present in person or by proxy) at the General Meeting. Accordingly, the Notice of General Meeting set out in this Document contains a special resolution to approve the Cancellation.

The principal effects of the Cancellation will include the following:

•     there will be no formal market mechanism enabling Shareholders to trade Ordinary Shares and no price will be publicly quoted for the Ordinary Shares;

•     it is possible that, following the publication of this announcement, the liquidity and marketability of the Ordinary Shares may be significantly reduced and their value adversely affected (however, as set out above, the Directors believe that the existing liquidity in the Ordinary Shares is, in any event, limited);

•     the Ordinary Shares may be more difficult to sell compared to ordinary shares of companies traded on the Aquis Growth Market (or any other recognised market or trading exchange);

•     in the absence of a formal market and quoted price, it may be difficult for Shareholders to determine the market value of their investment in the Company at any given time;

•     the regulatory and financial reporting regime applicable to companies whose ordinary shares are admitted to trading on the Aquis Growth Market will no longer apply;

•     Shareholders will no longer be afforded the protections given by the Aquis Rules, such as the requirement to be notified of price sensitive information or certain events and the requirement that the Company seek Shareholder approval for certain corporate actions, where applicable, including substantial transactions, reverse takeovers, related party transactions and fundamental changes in the Company's business, including certain acquisitions and disposals;

•     the levels of disclosure and corporate governance within the Company may not be as stringent as for a company trading on the Aquis Growth Market;

•     the Company will no longer be subject to UK MAR regulating inside information and other matters;

•     the Company will no longer be required to publicly disclose any change in major shareholdings in the Company under the Disclosure Guidance and Transparency Rules;

•     Cairn will cease to be Aquis Corporate Adviser to the Company;

•     stamp duty will be due on transfers of ordinary shares and agreements to transfer ordinary shares unless a relevant exemption or relief applies to a particular transfer; and

•     the Cancellation and Re-registration may have personal taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser.

The above considerations are not exhaustive, and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.

For the avoidance of doubt, the Company will remain registered with the Registrar of Companies in England and Wales in accordance with, and subject to, the Companies Act, notwithstanding the Cancellation and Re-registration.

The Resolutions to be proposed at the General Meeting include the adoption of the New Articles of Association with effect from the Re-registration. A copy of the New Articles of Association can be viewed at www.unigel.com/investors/ and are included at Appendix 1 to this Document.

6.       Provision of information, services and facilities following the Cancellation

The Company currently intends to continue to provide certain information, services and facilities to Shareholders following the Cancellation, including:

•     to continue to communicate information about the Company (including annual accounts) to its Shareholders, as required by the Companies Act; and

•     to continue, for at least 12 months following the Cancellation, to maintain its website, www.unigel.com and to post updates on the website from time to time, although Shareholders should be aware that there will be no obligation on the Company to include all of the information required under the Disclosure Guidance and Transparency Rules, Aquis Rule 4.14 or to update the website as currently required by the Aquis Rules.

7.       Transactions in the Ordinary Shares prior to and post the proposed Cancellation

Prior to the Cancellation

Shareholders should note that they are able to continue trading in the Ordinary Shares on the Aquis Growth Market prior to Cancellation.

Following the Cancellation

Shareholders should be aware that following the proposed Cancellation, the ability to transact in the Ordinary Shares will be greatly inhibited.

If Shareholders wish to buy or sell Ordinary Shares on the Aquis Growth Market they must do so prior to the Cancellation becoming effective. As noted above, in the event that Shareholders approve the Cancellation, it is anticipated that the last day of dealings in the Ordinary Shares on the Aquis Growth Market will be 19 June 2026 and that the effective date of the Cancellation will be 22 June 2026.

8.       Process for the Re-registration

As set out above, following the Cancellation, the Directors believe that the requirements and associated costs of the Company maintaining its public company status will be difficult to justify and that the Company will benefit from the more flexible requirements and lower costs associated with private limited company status. It is therefore proposed to re-register the Company as a private limited company. In connection with the Re-registration, it is proposed that the New Articles of Association be adopted to reflect the change in the Company's status to a private limited company. The principal effects of the Re-registration and the adoption of the New Articles of Association on the rights and obligations of Shareholders and the Company are summarised in Part II of the Document.

Under the Companies Act, the Re-registration and the adoption of the New Articles of Association must be approved by Shareholders holding not less than 75 per cent. of votes cast by Shareholders at the General Meeting. Accordingly, the Notice of General Meeting set out at the end of this Document contains a special resolution to approve the Re-registration and adopt the New Articles of Association.

If the Cancellation Resolution and the Re-registration Resolution are approved at the General Meeting, an application will be made to the Registrar of Companies for the Company to be re-registered as a private limited company. Re-registration will take effect when the Registrar of Companies issues a certificate of incorporation on Re-registration. The Registrar of Companies will issue the certificate of incorporation on Re-registration when it is satisfied that no valid application can be made to cancel the Re-registration Resolution or that any such application to cancel the Re-registration Resolution has been determined and confirmed by the Court.

If the Resolutions are passed at the General Meeting and no application to cancel the Re-registration Resolution is made, it is anticipated that the Re-registration will become effective on or before 31 July 2026.

9.       Takeover Code

The Takeover Code currently applies to all offers for companies which have their registered offices in the United Kingdom, the Channel Islands or the Isle of Man if any of their equity share capital or other transferable securities carrying voting rights are admitted to trading on a UK regulated market or a UK multilateral trading facility or on any stock exchange in the Channel Islands or the Isle of Man.

Currently the Takeover Code also applies to all offers for companies (both public and private) which have their registered offices in the United Kingdom, the Channel Islands or the Isle of Man and which are considered by the Takeover Panel to have their place of central management and control in the United Kingdom, the Channel Islands or the Isle of Man, but in relation to private companies only if one of a number of conditions is met - for example, if the company's ordinary shares were admitted to trading on a UK regulated market or a UK multilateral trading facility or on any stock exchange in the Channel Islands or the Isle of Man at any time in the preceding two years.

If the Cancellation and Re-registration are approved by Shareholders at the General Meeting, the Company will be re-registered as a private company and its securities will no longer be admitted to trading on a regulated market or a multilateral trading facility in the United Kingdom and the Takeover Code will continue to apply to the Company for a period of at least two years from the date of the Cancellation if the Company.

Currently, following the expiry of the two-year period from the date of the Cancellation (subject to Re-registration occurring), the Takeover Code will cease to apply to the Company and Shareholders will no longer be afforded the protections provided by the Takeover Code. This includes the requirement for a mandatory cash offer to be made if either:

•     a person acquires an interest in ordinary shares which, when taken together with the ordinary shares in which persons acting in concert with it are interested, increases the percentage of ordinary shares carrying voting rights in which it is interested to 30 per cent. or more; or

•     a person, together with persons acting in concert with it, is interested in ordinary shares which in the aggregate carry not less than 30 per cent. of the voting rights of a company but does not hold ordinary shares carrying more than 50 per cent. of such voting rights and such person, or any person acting in concert with it, acquires an interest in any other ordinary shares which increases the percentage of ordinary shares carrying voting rights in which it is interested.

Brief details of the Takeover Panel, and of the protections afforded by the Takeover Code are set out in Part III of this Document.

Before giving your consent to the Cancellation and the Re-registration, you may want to take independent professional advice from an appropriate independent financial adviser.

10.      General Meeting

The General Meeting will be held at the offices of Shakespeare Martineau LLP, c/o Ampa Holdings LLP, Level 19, The Shard, 32 London Bridge Street, London, SE1 9SG on 5 June 2026 at 10:30 a.m.

Resolution 1 to be proposed at the General Meeting is a special resolution to approve the Cancellation. Conditional on the passing of Resolution 1, Resolution 2 to be proposed at the General Meeting is a special resolution to re-register the Company as a private limited company and to approve the adoption by the Company of the New Articles of Association.

Resolution 1 to approve the Cancellation is not conditional on Resolution 2 to approve the Re-registration, but Resolution 2 is conditional on Resolution 1. If Resolution 1 is passed, but Resolution 2 is not, the Company still intends to proceed with the Cancellation.

11.      Action to be taken in relation to the General Meeting

Whether or not you intend to be present at the General Meeting you are requested to vote by completing the Form of Proxy which accompanies this Document (or can be downloaded from the Company's website at www.unigel.com/investors/), in accordance with the instructions printed thereon, and returning it to the Company's Company Secretary at the offices of Shakespeare Martineau LLP, c/o Ampa Holdings LLP, Level 19, The Shard, 32 London Bridge Street, London, SE1 9SG or by email to co-sec@shma.co.uk  as soon as possible but in any event so that the Form of Proxy is received by no later than 10.30 a.m. on 3 June 2026. The return of a Form of Proxy will not preclude any Shareholder from attending the General Meeting and voting in person should such Shareholder subsequently wish to do so.

Before deciding what action to take in respect of the Resolutions, you are advised to read the whole of this Document and not merely rely on certain sections of this Document. If you are in any doubt as to the action you should take, you should immediately seek your own personal financial advice from an appropriately qualified independent professional adviser.

Shareholders are encouraged to appoint the chair of the General Meeting as their proxy with directions as to how to cast their vote on the Resolutions proposed. The appointment of a proxy will not preclude Shareholders from attending and voting at the General Meeting in person should they so wish.

It is important that as many votes as possible are cast. Whether or not you plan to attend the General Meeting in person, you are encouraged to complete and return your Form of Proxy as soon as possible.

12.      Recommendation

Mr Eric Chhoa, the Company's Chief Executive Officer, holds an indirect beneficial interest in 6,414,454 Ordinary Shares through Hikari Capital Limited, representing approximately 44.37 per cent. of the Ordinary Shares in issue. By virtue of that holding, Mr Chhoa is a "controlling shareholder" for the purposes of Rule 5.3 of the AQSE Access Rulebook. Accordingly, approval of the Cancellation Resolution requires (i) the passing of a special resolution by a majority of not less than 75 per cent. of the votes cast at the General Meeting and (ii) the approval of a simple majority of the votes cast on the Cancellation Resolution by the Independent Shareholders (being all Shareholders other than Mr Chhoa and Hikari Capital Limited and any persons acting in concert with them).

The Directors consider that the Resolutions are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors (other than Mr Chhoa) unanimously recommend that you vote in favour of the Resolutions as they intend to do in respect of their own shareholdings of 35,000 Ordinary Shares, representing approximately 0.24 per cent. of the Ordinary Shares.

Yours faithfully,

Azlinda Ezrina Binti Ariffin

Independent Non-Executive Chair

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

•             All of the times referred to in this Document refer to London time, unless otherwise stated.

•             Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and dates will be notified to Shareholders by an announcement through a Regulatory Information Service.

DEFINITIONS

The following definitions apply throughout this Circular (unless the context requires otherwise):

A reference to £ is to pounds sterling, being the lawful currency of the UK