19 July 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

Bonhill Group plc

("Bonhill" or the "Company")

Result of Tender Offer,

Total Voting Rights,

Directors' interests

and

Cancellation

Bonhill (AIM: BONH), announces the result of its Tender Offer, details of which were set out in the circular published by the Company on 7 June 2023 (the "Circular") with a revised timetable announced on 23 June 2023, further details of which are set out below.

The maximum aggregate number of Ordinary Shares that could be purchased pursuant to the Tender Offer was 48,013,696 Ordinary Shares at the Tender Price of 10 pence per Ordinary Share, for an aggregate maximum consideration of approximately £4.8 million. Each Shareholder was entitled to tender up to approximately 40.25 per cent. of the Ordinary Shares held by them at the Record Date.

The Tender Offer closed at 1.00 p.m. on 18 July 2023. Valid tenders were received in respect of 38,834,341 Ordinary Shares, equal to approximately 81 per cent. of the total number of Ordinary Shares subject to the Tender Offer. All Ordinary Shares validly tendered by any Shareholder up to their Entitlement have been accepted in full.

All of the 38,834,341 Ordinary Shares validly tendered and purchased by the Company will be cancelled, with effect from on or around 25 July 2023.

Total Voting Rights

Following the closing of the Tender Offer and the cancellation of 38,834,341 Ordinary Shares referred to above, the Company will have 80,454,346 Ordinary Shares in issue with no Ordinary Shares held in treasury. Therefore, the total number of voting rights in the Company will be 80,454,346 which may be used by Shareholders as the denominator in the calculations by which they may determine if they are required to notify their interest, or a change to their interest, in the Company under the FCA's Disclosure Guidance and Transparency Rules.

Directors' interests

As set out in the Circular, Laurie Benson and Jonathan Glasspool tendered, in aggregate 257,573 Ordinary Shares, representing their maximum entitlement under the Tender Offer. Therefore, following cancellation of the Directors' successfully tendered Ordinary Shares, the interests of each Director (and their immediate families), all of which are beneficial, in the Company's total voting rights are follows:

Cancellation of admission of the Ordinary Shares to trading on AIM

Following the application by Bonhill to the London Stock Exchange, the cancellation of admission of the Ordinary Shares to trading on AIM is expected to become effective at 7.00 a.m. on 31 July 2023, therefore the last day of dealings in the Ordinary Shares on AIM is 28 July 2023.

The full timetable of principal events of the Tender Offer and Cancellation, as announced on 23 June 2023, is set out below: -  

Notes:

All references to times throughout this announcement are to London time. If any of the above times and/or dates change, the revised times and/or dates will be notified by the Company by an announcement through a Regulatory Information Service.

Capitalised terms used in this announcement (unless otherwise defined) have the meanings set out in the Circular.

The information communicated in this announcement contains inside information for the purposes of Article 7 of the UK version of the EU Market Abuse Regulation (2014/596) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time.

The person responsible for arranging the release of this announcement on behalf of the Company is Sarah Thompson, Chief Financial Officer.

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