RM plc (RM.) THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION 29 September 2026 RM plc Strategic sale of TTS business Disposal halves net debt RM plc (LSE: RM) (“RM”, the “Company” and together with its subsidiary undertakings, the “Group”), a leading global educational technology (“EdTech”), digital learning and assessment solution provider, today announces that it has completed the sale of the entire issued share capital of its wholly-owned subsidiary RM Educational Resources Limited (“RMER” or “TTS”), the operator of the Group’s TTS business, to Eduviva Group AB (“Eduviva”) for a total enterprise value of up to £53.5 million. Highlights
Commenting on the Disposal, Mark Cook, Chief Executive of RM, said: “Today’s announcement is yet another important milestone in the transformation of RM plc. The sale of TTS will simplify our business, significantly reduce RM’s net debt position, enabling us to capitalise on the high growth, global opportunities in digital assessment and to enhance our educational IT services business. “We are pleased to have found a buyer for TTS which is familiar with the business. With a number of their brands having acted as key distributors, we believe Eduviva Group is well-placed to build on the success TTS has enjoyed over many years. “I would like to thank all my TTS colleagues for their commitment over the years. Today’s announcement is a testament to their hard work and the fundamental strengths of the TTS business.” Strategic rationale and the Board’s views on the Disposal Overview TTS designs, develops and createsinnovative, curriculum aligned educational resources that make learning engaging, inclusive, and hands on. The Disposal comprises the sale of the entire issued share capital of RMER, including its over 200 employees. RMER’s current senior management will predominantly remain with TTS on Completion. Eduviva intends to support TTS’ growth plans and further develop its customer base overseas. The Board’s view of the Disposal In the Board’s opinion, the Disposal is in the best interests of the Company’s shareholders (“Shareholders”) as a whole, as it fully aligns with RM’s strategy to: (1) simplify the Group’s business; (2) significantly reduce net debt; (3) and focus on the Continuing Group as a pure-play EdTech business, which the Directors believe includes significant growth opportunities in Assessment. In parallel, RM will continue to pursue opportunities for its Technology business, building on an established position in schools to expand further into other areas of education and the broader public sector. Simplification of the business The separation work that the Company committed to at the time of the equity raise announced on 10 October 2025 has helped pave the way for the Disposal and unlocks an opportunity to further reduce the Group’s legacy overheads. Assessment and corporate services went live with a new, standalone enterprise resource planning system in June this year with Technology’s transition to follow. Having already reduced Group overheads and operational costs by approximately £30 million in the last three years, and in line with the Company’s simplification strategy further cost savings of approximately £5 million on an annualised basis are expected to be realised in full in FY28. This includes the £3 million of savings to be realised by the end of FY27, as previously announced. Significant reduction in net debt The net proceeds of the Disposal of approximately £31 million after fees will be deployed to reduce the ’Continuing Group’s net debt; a principal objective previously announced. This reduction, along with removing a £14.2 million lease liability from the Continuing Group’s balance sheet, will make RM financially stronger with a more normalised level of debt. The Continuing Group’s lenders continue to be supportive of RM’s stated strategy. Pension Schemes update The Continuing Group’s financial position has also been strengthened by the latest Section 75 valuations of the defined benefits pension schemes. The Section 75 deficits have fallen from a combined c.£31 million in the 2024 triennial valuations to a minimal level today and, as a result, the Board will assess the pension buy-in and buy-out options. Focus on significant growth opportunities in Assessment The strategic decision to develop a single, cloud-based accreditation platform, RM Ava, has created a substantial growth opportunity. RM Ava facilitates the full end to end assessment process; authoring exams, taking them, marking and grading. As accreditors shift towards fully digital exams, RM is expected to benefit from more assessments taken on its platform. Key customers have laid out a pathway to fully digital exams and RM expects this to be the market trend for accreditation in the coming few years. Additionally, Ava’s modularity and scalability enables RM to target opportunities beyond the education sector, such as government sponsored digital accreditations and a broader mix of professional qualifications. This is expected to allow RM to enter into a whole new target addressable market with government opportunities being large, multi-year and recurring by nature. The Disposal of RMER allows the Continuing Group’s management to focus even more on these growth opportunities. The Disposal supports RM’s strategy and improves the Continuing Group's long-term quality of earnings, given that TTS is a purely transactional business. Summary of the Disposal The Company and Eduviva have today entered into the Sale and Purchase Agreement pursuant to which Eduviva has acquired the entire issued share capital of RMER.The consideration payable under the Sale and Purchase Agreement is: (a)£36.3 million of initial consideration which, after applying locked box and other adjustments, results in a completion payment of £32.6 million; and (b)deferred consideration (if any) of up to an additional £3.0 million in cash subject to RMER achieving certain adjusted EBITDA targets for the period ending 12 months from Completion. Through its acquisition of RMER, the Buyer will assume the obligations under the remainder of the lease for RMER’s property at Harrier Park, which has a rental liability of £14.2 million.Accordingly, the total enterprise value of the Disposal is £53.5 million representing an implicit multiple of 8.3 times the EBITDA of RMER forthe financial year ended 30 November 2025 (“FY25”). The Disposal, because of its size in relation to RM, constitutes a “significant transaction” for the purposes of the UK Listing Rules (“UKLR”) and is therefore notifiable in accordance with UKLR 7.3.1R and 7.3.2R. In accordance with the UKLRs, the Disposal is not subject to shareholder approval. Further details of the principal terms of the Sale and Purchase Agreement are set out in Appendix 1 of this announcement. Summary information on TTS TTS designs, develops and createsinnovative, curriculum aligned educational resources. In FY25, TTS developed 467 new products with 131 using TTS’ proprietary intellectual property. Headquartered in Nottingham, approximately three quarters of TTS’ sales are to UK schools and institutions with the remaining sales overseas, including the United Arab Emirates where a legal entity has been established. Notable products include the Bee-bot robot, designed to help young learners explore the basics of coding, direction and sequencing. Effects of the Disposal on the Group In FY25, RMER contributed revenue of £67.3 million, representing 41.5 per cent. of total sales for the Group and adjusted operating profit of £4.2 million, reporting an adjusted operating profit margin of 6.2 per cent. The gross assets of RMER as at 30 November 2025 were £49.9 million. Appendix 2 of this announcement includes key historic financial information on RMER. Financial outlook Had the Disposal not taken place, the Company would have reported adjusted operating profit and EBITDA for the full year in line with market expectations for the year ending 30 November 2026 (“FY26”)with revenue slightly down on the prior year, as previously reported. The performance was positively impacted by TTS delivering trading higher than expectations in the second half. Alongside this, Technology has continued to be impacted by the challenging UK schools’ market, as previously reported, and tenders for specific Assessment new business are taking longer than expected which delays the opportunity to recognise revenue. Following the Disposal, adjusted operating profit and EBITDA of the Continuing Operations for FY26 are expected to be £3 million and £6 million, respectively. This is impacted by one off stranded corporate costs totalling £2.8 million, that were previously allocated to TTS, remaining in full for FY26 due to the Disposal completing late in the financial year. The Company remains on track to meet FY27 market expectations for adjusted operating profit (£6.6 million) and EBITDA (£10.9 million), after adjusting for the disposed TTS business.1 This includes realising c.£3 million out of a total £5 million of annualised cost savings made possible due to separation work (see above), and the Disposal. The remaining c.£2 million of savings will be realised in FY28. Net Debt Net debt, including lease liabilities, is now expected to be c.50% lower at the end of FY26 at around £34 million. Note 1 The Company understands that market expectations for FY27 adjusted operating profit and adjusted EBITDA excluding TTS are £6.6m and £10.9m, respectively. Contacts: RM plcinvestorrelations@rm.com Mark Cook, Chief Executive Officer Simon Goodwin, Chief Financial Officer Daniel Fattal, Company Secretary and investor relations Singer Capital Markets Limited(Broker)+44 207 496 3000 Shaun Dobson Jennifer Boorer Headland Consultancy (Financial PR)+44 203 805 4822 Chloe Francklin (cfrancklin@headlandconsultancy.com) Dan Mahoney (dmahoney@headlandconsultancy.com) Notes to Editors: About RM RM was founded in 1973, with a mission to improve the educational outcomes of learners worldwide. More than fifty years on, RM is a trusted global EdTech, digital learning and assessment solution provider, transforming learners, educators, and accreditors to be more productive, resilient, and sustainable. RM’s simple approach enables it to deliver best in class solutions to optimiseaccreditation outcome. RM is focused on delivering a consistently high-quality digital experience, acting as a trusted consultative partner to provide solutions that deliver real impact for learners worldwide. RM’s two principal operating divisions following Completion will be:
This announcement should be read in its entirety.In particular, you should read and understand the information provided in the “Important Notices” section of this announcement. Appendix 1 PRINCIPAL TERMS OF THE DISPOSAL AGREEMENTS The Sale and Purchase Agreement On 29 September 2026, the Company and Eduviva entered into the Sale and Purchase Agreement pursuant to which Eduviva has acquired the entire issued share capital of RMER. The consideration payable under the Sale and Purchase Agreement is:
The initial consideration includes £3.0 million relating to unutilised deferred tax losses of RMER. The Sale and Purchase Agreement includes a clawback of up to the full amount in the event that His Majesty’s Revenue and Customs determines that these tax losses can no longer be realised and are not utilised by the end of the fourth full accounting year from Completion. The Sale and Purchase Agreement contains certain warranties and undertakings given by RM to the Buyer which are customary for a transaction of this nature. The warranties relate to, amongst other things, title and capacity, authority and solvency matters, accounting and financial matters, trading and contractual matters, intellectual property, pensions, employment matters, litigation and taxation in relation to RMER. RM has also agreed to indemnify the Buyer in respect of, among other things, certain customary tax and pension liabilities and certain liabilities associated with the current Enterprise Resource Planning system and its potential replatforming. The aggregate liability of RM for claims under the warranties (other than fundamental warranties) and indemnities under the Sale and Purchase Agreement shall not exceed 50 per cent. of the consideration actually received by RM and are also subject to other customary limitations for a transaction of this nature. RM has agreed to customary non-compete and non-solicitation provisions relating to key employees, customers and prospective customers and suppliers for a period of two years from Completion. The Sale and Purchase Agreement is governed by the laws of England and Wales. The Transition Services Agreement (“TSA”) On 29 September 2026, the Company and RMER entered into the TSA. Pursuant to the terms of the TSA, the Company has agreed to provide a series of services categories to RMER on a transitional basis following Completion. These services categories include IT consultancy and security, provision of finance system modules and HR system, amongst other things. Each of the services categories has an applicable service fee payable by RMER. The TSA contains liability provisions which apply in respect of the type and nature of losses recoverable along with certain customary exclusions, limitations and liability caps. The TSA contains typical provisions relating to standards of performance, contract governance and co-operation, the provision and audit of information and how amendments to the TSA are agreed and other standard boilerplate provisions that would be expected to be included in an agreement of this nature relating to obligations of confidentiality, privacy and protection of data and dispute resolution. The TSA is governed by the laws of England and Wales. Appendix 2 HISTORICAL FINANCIAL INFORMATION RELATING TO RMER The following historical financial information relating to RMER has been extracted from the audited accounts of RMER for the financial years ended 30 November 2024 and 30 November 2025. Deloitte LLP was the auditor of RMER in respect of the year ended 30 November 2024 with RSM UK Audit LLP the auditor for the year ended 30 November 2025. The statutory accounts in respect of each of the years ended 30 November 2024 and 30 November 2025, have been delivered to the Registrar of Companies. The auditor’s reports in respect of these statutory accounts were unqualified and did not contain statements under section 498(2) or (3) of the Companies Act. With the exception of the interim balance sheet as at 31 May 2026 and the profit and loss account for 6 months ending 31 May 2026, which does not constitute statutory accounts within the meaning of section 434 of the Companies Act, the following financial information has been extracted from the audited statutory accounts of RMER. The financial information in this Appendix 2 has been prepared using the IFRS accounting policies used to prepare the financial statements of RMER for the years ended 30 November 2024 and 30 November 2025. RM Educational Resources Limited Audited balance sheet for the year ended 30 November 2025
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