THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION (EACH BEING THE "RESTRICTED JURISDICTIONS") WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

25 March 2025

KINGSWOOD HOLDINGS LIMITED

("Kingswood" or the "Company")

Unconditional cash offer by HSQ Investment Limited ("HSQ") for those shares in the Company not already held by HSQ

PUBLICATION OF THE OFFER DOCUMENT AND
EXPECTED TIMETABLE OF PRINCIPAL EVENTS

On 18 March 2025, HSQ and the Independent Kingswood Directors announced the terms of a recommended unconditional cash offer by HSQ for all of the Kingswood Shares not already held by Kingswood at a price of 7 pence per ordinary share (the "Offer").

PUBLICATION OF THE OFFER DOCUMENT

The Independent Kingswood Directors are pleased to announce that the Offer Document in relation to the Offer (the "Offer Document"), containing, among other things, a letter from the Non-executive Chair of Kingswood, the full terms of the Offer, an expected timetable of principal events and details of the action to be taken by Kingswood Shareholders, has today been posted to Kingswood Shareholders. A copy of the Offer Document will be available on HSQ's website at: https://arena.pollencap.com and on Kingswood's website at https://www.kingswood-group.com/. In accordance with Rule 24.1(a) of the Takeover Code, the Independent Kingswood Directors have given their consent to the publication of the Offer Document within 14 days of the date of the Rule 2.7 Announcement, which was issued on 18 March 2025.

Capitalised terms used in this announcement (the "Announcement"), unless otherwise defined, have the same meanings as set out in the Offer Document.

ACTIONS REQUIRED

The Offer is unconditional from the outset and is not subject to any minimum level of acceptances. Acceptances under the Offer are final and binding with no rights of withdrawal save as otherwise agreed in writing between HSQ and any particular Kingswood Shareholder or as otherwise permitted by HSQ (either generally or for any particular Kingswood Shareholder).

As detailed further in the Offer Document, the Offer will remain open for acceptances until HSQ confirms the Closing Date, with shareholders receiving at least 14 days' notice prior to the specified closing date (which cannot be less than 21 days after the posting of this Offer Document). Such notice will be given to Kingswood Shareholders via an announcement through a Regulatory Information Service and will advise of the final settlement date, with such announcement being made available on HSQ's website at: https://arena.pollencap.com and on Kingswood's website at https://www.kingswood-group.com/. The Offer will remain open for acceptance until 1.00 p.m. (London Time) on the Closing Date.

SQUEEZE-OUT AND DELISTING

If HSQ receives acceptances under the Offer in respect of, and/or otherwise acquires, 90% or more in value of the Kingswood Shares to which the Offer relates, HSQ intends to exercise its rights pursuant to the provisions of part XVIII of the Companies Law to acquire compulsorily any Kingswood Shares not acquired or agreed to be acquired by or on behalf of HSQ pursuant to the Offer or otherwise on the same terms as the Offer.

On 18 March 2025, Kingswood made an application to the London Stock Exchange for the cancellation of admission of the Kingswood Shares to trading on AIM (the "De-Listing Application"). Since the Kingswood Shares held by HSQ already represent approximately 89.38% of the Kingswood Shares at the Last Practicable Date (i.e. not less than 75% of the voting rights attached to the Kingswood Shares), the De-Listing Application will not be subject to any minimum level of acceptance and is unconditional from the outset. It is anticipated that the De-Listing will take effect no earlier than 7.00 a.m. on 17 April 2025.

TIMETABLE

The Offer Document contains an expected timetable of principal events in relation to the Offer, which is also set out in the Appendix to this Announcement.

INFORMATION FOR KINGSWOOD SHAREHOLDERS AND HELPLINE

If you have any questions about this Announcement or the Offer Document, or are in any doubt as to how to complete the Form of Acceptance (if you hold Kingswood Shares in certificated form) or as to how to make an Electronic Acceptance (if you hold Kingswood Shares in uncertificated form), or wish to obtain an additional Form of Acceptance, please contact the Receiving Agent on 0371 664 0321, or if calling from outside the United Kingdom, you should call +44 (0) 371 664 0321 or by submitting a request in writing to the Receiving Agent at MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds LS1 4DL. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09.00 - 17.30, Monday to Friday excluding public holidays in England and Wales. Please note that the Receiving Agent cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Enquiries:

Further information

IMPORTANT NOTICES

Cavendish Capital Markets Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Kingswood and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Kingswood for providing the protections afforded to clients of Cavendish or for providing advice in relation to the contents of this announcement or any matters referred to in this announcement.

This announcement is for information purposes only and is not intended to, and does not constitute, or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Kingswood in any jurisdiction in contravention of applicable law.

The full terms and conditions of the Offer (including details of how the Offer may be accepted) is set out in the Offer Document and, in the case of certificated Kingswood Shares, the related Form of Acceptance. The Offer is being made solely through the Offer Document and, in the case of certificated Kingswood Shares, the Form of Acceptance, and any acceptance of the Offer should be made only on the basis of the information contained in the Offer Document and, in the case of certificated Kingswood Shares, the Form of Acceptance.

Overseas jurisdictions

The availability of the Offer and the release and/or distribution of this announcement in or into jurisdictions other than the United Kingdom or Guernsey may be restricted by the laws and regulations of those jurisdictions and therefore persons who are not resident in the United Kingdom or Guernsey into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

Copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction, and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from such Restricted Jurisdictions as doing so may violate the securities laws of such jurisdictions and invalidate any purported acceptance of the Offer.

This announcement has been prepared in compliance with English law and regulation (including the Takeover Code) and Guernsey law, and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside England or Guernsey.

This announcement is not an offer of securities for sale in the United States, Canada, Australia, or Japan or in any other jurisdiction in which such an offer is unlawful.

Neither the Securities and Exchange Commission in the United States nor any state securities commission in the United States has reviewed, approved, or disapproved this announcement or any of the proposals contained in this announcement.

Forward-Looking Statements

This announcement (including information incorporated by reference into this announcement), statements made regarding the Offer, and other information to be published by HSQ and Kingswood, contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and not based on historical facts, but rather on current expectations and projections of the management of HSQ and Kingswood about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements with respect to the financial condition, results of operations and business of Kingswood and certain plans and objectives of HSQ with respect thereto and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the fact that they do not relate only to historical or current facts and may use words such as "anticipate", "target", "expect", "estimate", "forecast", "intend", "plan", "budget", "scheduled", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by Kingswood and/or HSQ in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve known and unknown risk and uncertainty and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such, because they relate to events and depend on circumstances that will occur in the future. Although HSQ and/or Kingswood believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. Neither HSQ nor Kingswood assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

No Profit Forecasts or Estimates

No statement in this announcement is intended, or is to be construed, as a profit forecast, profit estimate or quantified financial benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Kingswood for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Kingswood.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30pm (London time) on the tenth business day following the commencement of the offer period and, if appropriate, by no later than 3:30pm (London time) on the tenth business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one per cent or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information Relating to Kingswood Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Kingswood Shareholders, persons with information rights and other relevant persons for the receipt of communications from Kingswood may be provided to HSQ during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website(s) and Availability of Hard Copies

A copy of this announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on HSQ's and Kingswood's website (https://arena.pollencap.com and https://www.kingswood-group.com respectively) by no later than 12:00 noon (London time) on 26 March 2025.

Neither the contents of these websites, nor the content of any other website accessible from hyperlinks on such websites, is incorporated into, or forms part of, this announcement.

In accordance with Rule 30.3 of the Takeover Code, Kingswood Shareholders and persons with information rights may request a hard copy of this announcement, free of charge, by contacting Kingswood's Registrar, MUFG Corporate Markets. If calling from within the United Kingdom, you should contact MUFG Corporate Markets on 0371 664 0300, or if calling from outside the United Kingdom, you should call +44 (0) 371 664 0300 or by submitting a request in writing to MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds LS1 4DL. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer be in hard copy form.

General

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Appendix

Expected Timetable of Principal Events

The following indicative timetable is based on HSQ's current expected dates for the Offer and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Kingswood Shareholders by an announcement through a Regulatory Information Service.

·      The Offer will remain open for acceptances until HSQ confirms the Closing Date, with shareholders receiving at least 14 days' notice prior to the specified closing date (which cannot be earlier than 15 April 2025). Such notice will be given to Kingswood Shareholders via an announcement through a Regulatory Information Service and will advise of the final settlement date, with such announcement being made available on HSQ's website at https://arena.pollencap.com and  Kingswood's website at https://www.kingswood-group.com/.