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Pre-emption Offers to Shareholders

Notice category:
Companies & Financial Regulation
Notice type:
Pre-emption Offers to Shareholders
Publication date:
Edition:
The London Gazette
Notice ID:
4905611
Notice code:
2601

NOTICE OF RECOMMENDED CASH OFFER BY NEXT GEN MOBILITY LIMITED (“NEXT GEN”) FOR THE ENTIRE ISSUED SHARE CAPITAL OF ULTRA GLOBAL LIMITED (“ULTRA GLOBAL”)

Notice is hereby given, in accordance with section 978(1)(c)(i) of the Companies Act 2006, that by means of an offer document dated and posted on 13 June 2025 (the "Offer Document"), Next Gen is making a recommended cash offer to acquire the entire issued share capital of Ultra Global (the "Offer"). Subject to the Offer becoming, or being declared, unconditional in all respects, each Shareholder who validly accepts the Offer will receive £15.93 in cash for each Share.

The full terms and conditions of the Offer (including details of how the Offer may be accepted) are set out in the Offer Document and the Form of Acceptance. This notice alone does not constitute and must not be construed as an offer. The Shareholders who accept the Offer may rely only on the Offer Document and the Form of Acceptance for all the terms and conditions of the Offer.

The Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, by mail, telephonically or electronically by way of internet, facsimile, telex or otherwise) of interstate or foreign commerce of, or any facilities of a national state or other securities exchange of any Restricted Jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or otherwise or from within the United States, Canada, Australia, New Zealand, Japan, The Republic of South Africa or any other jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to Shareholders in that jurisdiction (the “Restricted Jurisdiction”).

Accordingly, unless permitted by applicable law and regulation, copies of the Offer Document and the Acceptance Form and any other document related to the Offer will not be, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons reading this notice or receiving the Offer Document (including, without limitation, agents, custodians, nominees and trustees) must not, directly or indirectly, mail or otherwise forward, distribute or send it in, into or from such jurisdiction. Any person (including, without limitation, any agent, custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this notice, the Offer Document and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

The Offer is made by means of the Offer Document and is made in respect of all the Shares, including those held by persons to whom the Offer Document is not being dispatched. The Offer is, by means of this notice, being notified to all persons to whom the Offer Document may not be dispatched who hold, or who are entitled to have allotted or issued to them, the Shares. Such persons are informed that copies of the Offer Document and the Form of Acceptance are available for collection from the offices of Haynes and Boone CDG, LLP at 1 New Fetter Lane, London, EC4A 1AN while the Offer remains open for acceptance for 21 days from the date of posting of the Offer Document.

Terms defined in the Offer Document have the same meaning in this notice.

NEXT GEN MOBILITY LIMITED

13 June 2025