Sale of Mechanical Engineering Division

Goodwin PLC

09 September 2026

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

9 September 2026

GOODWIN PLC ("Goodwin" or the "Company")

Sale of a substantial part of the Mechanical Engineering Division to Cerberus

Goodwin is pleased to announce that it has reached an agreement to sell a substantial part of its Mechanical Engineering division which includes Goodwin Steel Castings Limited, Goodwin International Limited, Noreva GmbH, Easat Group and the Pumps Division (the "Mechanical Engineering Business") to an affiliate of Cerberus Capital Management, L.P. ("Cerberus"), an investor with significant relevant industry experience, for a headline cash consideration of up to approximately £1.1 billion (subject to customary closing adjustments) (the "Transaction"), following an extensive and thorough sale process conducted by Goodwin. The Transaction is expected to complete in the first quarter of 2027, subject to the receipt of customary regulatory approvals and completion of an internal reorganisation.

The Board believes the Transaction represents a compelling opportunity to unlock significant shareholder value while creating a more focused Group with a strong balance sheet and enhanced capacity to invest in its remaining businesses.

Commenting on the Transaction, Timothy J. W. Goodwin, Chairman, Goodwin PLC, said:

"Today's announcement represents a significant milestone in the history of Goodwin as we reposition our business and deliver significant value for our shareholders. The Board would like to express its gratitude to all employees across GSC, GI, Noreva, Easat and Pumps for their dedication, professionalism and contribution over many years. Their commitment has created businesses with strong reputations, talented teams and excellent customer relationships which are well positioned for future growth with the support of Cerberus, an experienced investor with a strong and relevant track record of supporting businesses across the defence and industrial sectors to deliver on their underlying potential. We are excited about the future of the businesses being transferred and confident that this is in the best of interests of not only shareholders, but wider stakeholders.

As we look ahead, we are confident of continued success and growth in our remaining businesses and thank all our employees for their continued dedication."

Michael Sanford, Global Head of Private Equity and Co-Head of Supply Chain and Strategic Opportunities, Cerberus, said:

"Cerberus has a clearly defined and established strategy to invest behind leading defence and industrial businesses that benefit the needs and goals of Western-allied nations. This investment epitomises these priorities and Cerberus is committed, as it has been for the past 20 years to investing in the UK and with the support of our longstanding team based in London. The capabilities and highly skilled employees we are acquiring from Goodwin are second-to-none in their respective fields. Under Cerberus ownership, these businesses will be supported to grow and succeed in their ability to contribute to our collective security. We thank Goodwin for their decades of responsible stewardship, and Cerberus looks forward to building on that proud heritage to open a new chapter for these businesses."

Transaction highlights

·	Sale of the Mechanical Engineering Business, which includes Goodwin Steel Castings Limited, Goodwin International Limited, Noreva GmbH, Easat Group and the Pumps Division to Cerberus for a headline cash consideration of up to approximately £1.1 billion (subject to customary closing adjustments).
·	Goodwin intends to pay a significant proportion of the net cash sale proceeds from the Transaction to its shareholders. The quantum, timing and form of this payment will remain at the discretion of the Board, and an update will be provided in due course.
·	The Transaction excludes the Refractory Engineering Division and Technological Division (made up of Internet Central and Duvelco), which will remain part of the Group following Completion.
·	Goodwin is undertaking an internal reorganisation of its Group prior to completion of the Transaction to transfer the assets and operations of the Mechanical Engineering Business into a new legal entity.
·	Completion of the Transaction is expected in the first quarter of 2027, subject to completion of the Reorganisation, receipt of required customary anti-trust, foreign direct investment and other regulatory approvals and satisfaction of other customary conditions.

Transaction background and rationale

The Board announced on 7 August 2026 that it had commenced a strategic review to consider a range of potential options to maximise value for shareholders whilst ensuring continuity for all stakeholders, including customers, and the long-term prosperity of its businesses. Following an extensive and thorough sale process conducted by Goodwin over several months, from which Cerberus emerged as the outstanding candidate, Goodwin has agreed to sell the Mechanical Engineering Business to Cerberus for a headline cash consideration of up to approximately £1.1 billion (subject to customary closing adjustments). Further contingent consideration may be payable by the Purchaser to the Company depending on the outcome of certain ongoing legal proceedings or disputes involving the Mechanical Engineering Business.

The Board is very proud of the strong performance and significant commercial success of the Mechanical Engineering Business. The unique capabilities, strong customer relationships and track record of engineering excellence have resulted in strong external interest in the Mechanical Engineering Business.

Given the strong growth outlook for these particular business activities, the Board believes that the Transaction provides further targeted investment and experienced leadership, particularly in the defence sector, which will help grow the businesses and create additional exciting opportunities for its employees and partners. The Board believes the Transaction crystallises significant value for the Group, in cash, whilst ensuring the businesses will benefit from experienced and committed stewardship going forward which will be to the benefit of all stakeholders.

The Board believes the Transaction represents a significant strategic milestone for the Group. It will sharpen the Group's strategic focus and unlock further value for shareholders by enabling it to concentrate its resources and capital on those businesses and markets where the Board believes significant long-term opportunities exist. The Board therefore considers the Transaction to be in the best interests of the Company and its shareholders as a whole.

Following Completion, the Goodwin group will comprise the Refractory Engineering Division and Technological Division (the "Remaining Business"), which represented in aggregate £118 million in gross assets and £10 million in operating profits in the financial year ended 30 April 2026. The Technological Division, made up of Duvelco and Internet Central businesses, was created as an operating segment of the Group as part of the Board's strategic review.

Prior to Completion, Goodwin is undertaking an internal reorganisation to transfer the assets and operations of the Mechanical Engineering Business into a new legal entity ("Newco") (the "Reorganisation"). Completion of the Transaction is subject to completion of the Reorganisation and the receipt of relevant antitrust, foreign direct investment and other regulatory approvals, and is expected to occur in the first quarter of 2027.

Further details on the principal terms of the Transaction are set out in Appendix 1 to this announcement.

About Cerberus

Founded in 1992, Cerberus is a global alternative investment firm with approximately $72 billion in assets across complementary credit, real estate, and private equity strategies. Cerberus' Supply Chain platform is a mission-oriented strategy dedicated to investing in the long-term security and resilience of Western-allied nations. Cerberus Supply Chain's dedicated team operates a differentiated model bringing together investors, technologists, operators, and former government leaders to partner with companies driving innovation and growth in domains critical to the future. Cerberus has a long-standing track record of investing in the UK and Europe with an office in London since 2005.

Information on the Mechanical Engineering Business

The Mechanical Engineering Business, which includes Goodwin Steel Castings Limited, Goodwin International Limited, Noreva GmbH, Easat Group and the Pumps Division, represented in aggregate £206 million in gross assets and £69 million in operating profits in the financial year ended 30 April 2026. The management teams of the Mechanical Engineering Business will remain with their respective businesses, and relevant employees in the central functions will transfer with the Mechanical Engineering Business. Members of the Goodwin family will support the transition of the Mechanical Engineering Business into the new ownership, but do not intend to be involved in the management or operations of the Mechanical Engineering Business following Completion.

Appendix 2 to this announcement contains certain financial information on the Mechanical Engineering Business.

Use of net cash proceeds from the Transaction

The Board intends to pay a significant proportion of the net cash proceeds from the Transaction to shareholders, and that any remaining net cash proceeds will be used to support and accelerate growth in the Group's Remaining Business.

The quantum, timing and form of any cash payment to shareholders will remain at the discretion of the Board. An update will be provided in due course.

Effect of the Transaction on Goodwin

Following Completion, the Group will comprise a simpler, more focused portfolio of specialist businesses with strong market positions and attractive long-term growth prospects. The Transaction will allow management to concentrate its resources on developing the Remaining Business, while maintaining the disciplined approach to capital allocation that has always underpinned the Group's success.

Particular emphasis will be placed on accelerating the commercial development of the Group's newer growth opportunities, including Duvelco and AVD Fire, alongside supporting the continued expansion of the Group's established Refractory businesses. The Board believes these businesses offer significant long-term value creation potential and will benefit from increased management focus and investment.

The Transaction will result in Goodwin no longer consolidating the earnings, assets and liabilities of the Mechanical Engineering Business with effect from Completion.

The Group's banking partners have expressed their continued support for the Remaining Business and have confirmed their willingness to provide appropriate facilities going forward. Nevertheless, the Board's intention is, at least initially, to operate the Group on a zero net debt basis, providing financial resilience and flexibility as we execute the next phase of the Group's strategy.

While the Transaction represents a significant milestone, the Board remains committed to continually reviewing the portfolio and strategic direction of the Remaining Business to ensure capital is allocated to maximise long-term shareholder value.

Related Directorate Changes

Conditional upon the Transaction completing, it is expected that Adam Deeth and Anthony Thomas will step down as directors of the Company and transfer with the Mechanical Engineering Business. The Board has commenced a process to appoint a new CFO and General Counsel, replacing Adam and Anthony respectively. The Board thanks Adam and Anthony for their outstanding contribution to the successes of the Company and the Mechanical Engineering Business.

UK Listing Rules

The Transaction constitutes a "significant transaction" for the purposes of the UK Listing Rules made by the Financial Conduct Authority (the "UKLRs"), and is therefore notifiable in accordance with Chapter 7 of the UKLRs. In accordance with the UKLRs, the Transaction is not subject to approval by the Company's shareholders.

Additional Information

Appendices 1 to 3 to this announcement contain further information regarding the terms of the Transaction, as required by Chapter 7 of the UKLRs. Appendix 4 includes certain defined terms used in this announcement.

Advisers

Rothschild & Co is acting as financial adviser to Goodwin. Ashurst Perkins Coie UK LLP is acting as legal adviser to Goodwin.

UBS Investment Bank and JPMorgan Chase & Co are acting as financial advisers to Cerberus, and Davis Polk & Wardwell LLP is acting as principal legal adviser to Cerberus.

Enquiries:
Rothschild & Co	+44 20 7280 5000
Daniel Ross / Sabina Pennings
FTI Consulting	+44 20 3727 1000
Alex Le May / Nick Hasell / Alexander Davis

LEI: 213800N4T1NMSJ57B322

The person responsible for making this announcement on behalf of Goodwin is Jenny Martin, Company Secretary.

IMPORTANT NOTICES

This announcement may not be distributed, directly or indirectly, in or into or from any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. This announcement does not constitute or form part of an offer to sell or issue, or any solicitation of an offer to buy or subscribe for, any securities referred to herein in any jurisdiction. The distribution of this announcement and other information in connection with the proposed Transaction in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement may contain statements that are, or may be deemed to be, forward-looking statements. The words "believe", "estimate", "target", "anticipate", "expect", "intend", "aim", "plan", "predict", "continue", "assume", "positioned", "may", "will", "should", "could", "would", "shall", "risk", their negatives and other variations and other similar expressions that are predictions of or indicate future events and future trends identify forward-looking statements. These forward-looking statements include all matters that are not historical facts, and include statements regarding Goodwin's intentions, beliefs or current expectations concerning, among other matters, the Transaction, Goodwin's future performance, results, financial condition, liquidity, prospects, growth, strategy and other future events. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances and other factors that may or may not occur in the future and are in many cases beyond the Company's control. Forward-looking statements are not guarantees of future performance. The Company's actual results, financial condition, financial performance and achievements may differ materially from those expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding, among other things, the Company's present and future business strategies and the environment in which the Company will operate in the future. Further, certain forward-looking statements are based upon assumptions of future events which may not prove to be accurate. A number of factors and events could cause Goodwin's actual results to differ materially from those expressed or implied by the forward-looking statements in this announcement. Given these uncertainties, readers should not place undue reliance on forward-looking statements.

Each forward-looking statement speaks only as of the date it was made and is not intended to give any assurances as to future results. Furthermore, forward-looking statements contained in this announcement that are based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Except as required by the UKLRs, the Disclosure Guidance and Transparency Rules, or by applicable law, Goodwin does not undertake any obligation to update or revise these forward-looking statements, and will not publicly release any revisions it may make to these forward-looking statements that may result from new information, events or circumstances arising after the date of this announcement.

Information in this announcement cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a profit forecast or profit estimate.

N. M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser exclusively for the Company and no one else in connection with the Transaction and will not regard any other person as a client in relation to the Transaction or any other matter set out in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Rothschild & Co nor for providing advice in relation to the Transaction or any other matter set out in this announcement.

Certain figures included in this announcement have been rounded. Accordingly, figures shown for the same category may vary slightly, and figures shown as totals may not be an arithmetic aggregation of the figures that precede them.

Appendix 1: Summary of the Principal Terms of the Transaction

1.          Put and Call Option Deed

1.1         Parties and Structure

On 9 September 2026, Goodwin PLC and Deepwater Lord Acquisition Co Limited (an affiliate of Cerberus Capital Management, L.P.) (the "Purchaser") entered into a put and call option deed (the "Option Deed") relating to the sale and purchase of Newco. Newco is a newly incorporated wholly-owned subsidiary of the Company and, following completion of the Reorganisation, will be the holding company of the Mechanical Engineering Business. Under the terms of the Option Deed, Goodwin has granted the Purchaser an option to purchase the entire issued share capital of Newco (the "Newco Shares") following the satisfaction of certain conditions. In the event that the Purchaser does not exercise that option within five business days of the conditions being satisfied, the Company has an option to require the Purchaser to purchase the Newco Shares.

1.2         Conditions Precedent

The exercise of the options referred to above is subject to satisfaction of a number of conditions, including conditions relating to:

(a)       the receipt of certain regulatory approvals, including clearance of the Transaction under the National Security and Investment Act 2021 and certain other mandatory foreign direct investment or national security investment laws and clearance of the Transaction under certain mandatory anti-trust regulations internationally (the "Regulatory Conditions"); and

(b)      the implementation of the Reorganisation so as to ensure that the Mechanical Engineering Business is transferred to Newco prior to its acquisition by the Purchaser (the "Reorganisation Condition").

The long-stop date for satisfaction of the conditions is 6 June 2027, being the date falling 270 days after the date of the Option Deed.

1.3         Consideration

The consideration for the sale and purchase of the New Shares is determined using a locked box mechanism, and is subject to customary locked-box adjustments including for leakage (excluding permitted leakage) from the Mechanical Engineering Business to other members of the Group during the period from 1 May 2026 to Completion.

The consideration is also subject to customary adjustments for non-trading balances between the Mechanical Engineering Business and other members of the Group arising pursuant to the Reorganisation, the amount (if any) paid by the Group (other than Newco and its subsidiaries) for the acquisition of certain assets in Germany and certain property in India relating to the Mechanical Engineering Business between 1 May 2026 and Completion (to the extent not subsequently repaid) and the resolution of certain ongoing legal proceedings and/or disputes involving the Mechanical Engineering Business. The consideration will include a daily ticking fee of £174,372.06 payable by the Purchaser, which accrues from 1 May 2026 to the earlier of (a) 10 business days after the last condition is satisfied; and (b) Completion.

Further contingent consideration may be payable by the Purchaser to the Company up to 24 months following Completion depending on the outcome of certain ongoing legal proceedings or disputes involving the Mechanical Engineering Business.

1.4         Conduct of Mechanical Engineering Business prior to Completion

The Company has given certain customary undertakings to the Purchaser in relation to the conduct of the Mechanical Engineering Business during the period between the date of the Option Deed and Completion. Such undertakings include operating the Mechanical Engineering Business in the usual way and substantially in accordance with past practice, and not undertaking certain actions in respect of the Mechanical Engineering Business, subject to certain exceptions such as consent by the Purchaser and actions required for the Reorganisation.

1.5         Restrictive Covenants

The Company has agreed to customary non-solicitation obligations and a non-compete obligation in order to protect the Purchaser's interests, in each case for a period of three years after Completion.

1.6         Representations, Warranties and Indemnities

The Option Deed contains customary warranties given by the Company in relation to, among other matters, title to the shares in Newco and its subsidiaries, as well as to its own capacity and authority. The Company has also given customary business and tax warranties and a tax covenant in favour of the Purchaser. The Company's liability in respect of these warranties and covenant is limited to £1.00, absent fraud, and accordingly, the Purchaser has procured warranty and indemnity insurance to provide suitable financial recourse.

The Company has also agreed to provide specific indemnification outside of the warranty and indemnity regime (subject to certain financial and time limitations) in favour of the Purchaser in respect of the Reorganisation, certain tax matters, and the conduct of certain ongoing legal proceedings or disputes involving the Mechanical Engineering Business.

1.7         Limitations on liability

Claims under the Option Deed are subject to customary financial and other limitations of liability. The aggregate amount of the Company's liability for all claims under the Option Deed is subject to a cap equal to the consideration received by the Company.

1.8         Termination

If any of the conditions to the Transaction has not been satisfied by the long-stop date (6 June 2027, being the date falling 270 calendar days after the date of the Option Deed), each of the Company and the Purchaser is entitled to terminate the Option Deed by notice to the other party.

If certain material Completion obligations of the Company or the Purchaser, as the case may be, are not complied with on the date of Completion, the non-defaulting party may defer Completion to a date not more than 28 days after the original date of Completion (or proceed to Completion as far as is practicable). If Completion is deferred, and the relevant Completion obligations of the Company or the Purchaser are not complied with by the deferred date of Completion, the non-defaulting party may terminate the Option Deed.

2.          Transitional Agreements

On or before Completion, certain transitional agreements will be entered into between Newco and members of the Group.

2.1         Transitional Services Agreement

On or before Completion, the Company and Newco will enter into a transitional services agreement (the "Transitional Services Agreement") relating to certain transitional services that are to be provided or procured by (a) the Company and the Remaining Business to Newco and its subsidiaries; and (b) Newco and its subsidiaries to the Remaining Business, for a short transitional period following Completion in order to support the business continuity of both the Remaining Business and Newco. The recipient of a service may elect to extend the service period for each of the service(s) it receives for an additional 90-day period.

The services to be provided pursuant to the Transitional Services Agreement will be finalised between the signing of the Option Deed and Completion, as the Company progresses transition planning. Services provided under the Transitional Services Agreement will be provided at cost on a pass-through basis. The provider of the services is required to use reasonable endeavours to ensure it obtains and maintains any necessary third party consents, although the cost of obtaining and maintaining such third party consents will be borne by the recipient of the service. The parties will be required to work co-operatively to facilitate migration away from the transitional services in accordance with an agreed plan, and to use reasonable endeavours to migrate off each service it receives as soon as reasonably practicable and in any event before the end of the term of the relevant service.

2.2         Property Leases

On or before Completion, certain members of the Group will enter into property leases with subsidiaries of Newco to provide for access to and use of certain spaces that will be shared by the Group, on the one hand, and Newco and its subsidiaries, on the other, following Completion.

2.3         Brand Licence Agreement

On or before Completion, the Company and Newco will enter into an agreement relating to the use of the name "Goodwin" and certain trade marks and logos after Completion. Newco will acquire a perpetual exclusive licence to use the brand in the acquired business within the permitted field of use, being those products the Mechanical Engineering Business produces as at the date of the Option Deed, and will be required to comply with certain guidelines and standards relating to the use of the "Goodwin" brand. The agreement will also set out restrictions on the use of the brand. The licence excludes the use of any Goodwin company crest.

3.          Reorganisation

Prior to Completion, the Company will implement an internal reorganisation which will result in Newco becoming the holding company of the Mechanical Engineering Business. The Reorganisation involves the transfer of direct and indirect subsidiaries of the Company which currently operate the Mechanical Engineering Business to Newco and the transfer of certain assets (including intangible assets, property, plant and equipment) and employees to Newco and/or a newly incorporated subsidiary of Newco. The Reorganisation will also involve the transfer to the Company of certain assets not forming part of the Mechanical Engineering Business (but held by entities currently operating the Mechanical Engineering Business).

As at the date of this announcement, the Company and Newco have entered into a framework sale agreement relating to the transfers to Newco of certain subsidiaries within the Mechanical Engineering Business for which regulatory approvals and/or third party consents are not required. The Company has also entered into conditional agreements to acquire minority interests in each of Easat Radar Systems Ltd and Goodwin Korea Company Limited held by persons outside of the Group.

In the period between the signing of the Option Deed and Completion, the following agreements will be entered into in respect of the Reorganisation:

(a)       a second framework sale agreement between the Company, Newco and Goodwin International Limited relating to the transfers of other subsidiaries within the Mechanical Engineering Business perimeter which require (i) clearance under the National Security and Investment Act 2021 or other mandatory foreign direct investment laws and/or (ii) certain third party consents;

(b)      an asset purchase agreement between the Company and a subsidiary of Newco for the transfer of certain assets (including related real estate) of the Mechanical Engineering Business to the Newco subsidiary;

(c)       an asset sale agreement between the Company and Noreva GmbH relating to certain assets not forming part of the Mechanical Engineering Business; and

(d)      a sale deed between Goodwin Pumps India Private Limited and Goodwin Refractory India Services Private Limited for the transfer of certain Indian property not forming part of the Mechanical Engineering Business.

The agreements to implement the Reorganisation and the Option Deed include and/or will include, as the case may be, customary misallocation of assets and liabilities, wrong pockets and further assurance provisions.

Appendix 2: Historical Financial Information

The following historical financial information relating to the Mechanical Engineering Business has been extracted, without material adjustment, from the consolidation schedules and supporting accounting records that underpin the audited consolidated financial statements of the Group for the financial years ended 30 April 2026 and 30 April 2025. RSM Audit UK LLP served as the auditor for the Group in respect of the financial years ended 30 April 2026 and 30 April 2025.

The financial information in this Appendix 2 has been prepared in accordance with the accounting policies consistent with those applied in the preparation of the Group's consolidated financial statements for the financial year ended 30 April 2026. The financial information presented in this Appendix 2 does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006, nor does it represent consolidated accounts under UK-adopted international accounting standards.

Consolidated Statement of Profit or Loss of the Mechanical Engineering Business

	Year ended 30 April
	2026	2025
	£'000	£'000
Revenue	210,283	152,520
Cost of sales	(88,729)	(78,627)
Gross profit	121,554	73,893
Selling and distribution costs	(6,380)	(5,622)
Administrative expenses	(44,987)	(42,956)
Operating profit	70,187	25,315
Finance income	0	773
Finance costs	(648)	(349)
Profit before taxation	69,539	25,739
Tax on profit	(17,699)	(6,069)
Profit after taxation	51,840	19,670
Attributable to:
Equity holders of the parent	50,902	19,350
Non-controlling interests	938	320
Profit for the year	51,840	19,670

Consolidated Balance Sheet of the Mechanical Engineering Business

	As at 30 April 2026
	£'000
ASSETS
Property, plant and equipment	76,650
Right-of-use assets	861
Intangible assets	12,283
Derivative financial assets designated as cash flow hedging instruments	2,280
Derivative financial assets not designated as cash flow hedging instruments	560
Inventories	38,593
Contract assets	31,450
Trade receivables	35,322
Other financial assets	1,831
Non-financial assets	2,877
Cash and cash equivalents	4,031
Total assets	206,738
LIABILITIES
Bank loans - repayable by instalments	(48)
Lease liabilities	(865)
Contract liabilities	(70,234)
Trade and other financial liabilities	(64,164)
Non-financial liabilities	(392)
Corporation tax payable	(2,196)
Derivative financial liabilities designated as cash flow hedging instruments	(763)
Derivative financial liabilities not designated as cash flow hedging instruments	(46)
Provisions for liabilities and charges	(672)
Deferred tax liabilities	(9,339)
Total liabilities	(148,719)
Net assets	58,019

Appendix 3: Additional Information

1.          Risks

The risks described below are those risks known to the Board, which it considers are material risks related to the Transaction. These risks do not purport to be a comprehensive list of all potential risks in relation to the Transaction and are not set out in any order of priority. The risks described herein are based on information known at the date of this announcement but may not be the only risks to which the Company is or might be exposed. Additional risks and uncertainties, which are currently unknown to the Company and the Board or that the Company and the Board do not currently consider to be material, may adversely affect the business of the Company and could have material adverse effects on the business, financial condition, results of operations and future prospects of the Company and the Group.

1.1         Risks associated with the Transaction

The Transaction may be delayed or may not proceed to Completion

Completion is subject to certain conditions in the Option Deed including, among other things, the receipt of relevant antitrust, foreign direct investment and other regulatory approvals and completion of the Reorganisation. There can be no assurance that the conditions will be satisfied (or waived, if applicable) and accordingly, that Completion will take place in a timely manner or at all.

If the Transaction does not proceed to Completion, the Group will neither receive proceeds from, nor realise any of the potential benefits of, the Transaction and the Company's ability to deliver shareholder value, including any payment of cash to shareholders, may be prejudiced. Moreover, failure to complete the Transaction may negatively impact the perceived value of the Mechanical Engineering Business.

If the Transaction does not proceed, there can be no guarantee of another transaction involving the Mechanical Engineering Business on terms more favourable than, or equivalent to, the Transaction or at all.

Irrespective of whether Completion occurs, the Group will have incurred material costs in connection with the Transaction, including the costs of implementing the Reorganisation and negotiating the Transaction and related transaction documents.

Exposure to liabilities and restrictions under the Option Deed

The Option Deed contains obligations in the form of warranties, a tax covenant, certain specific indemnities, certain pre-Completion undertakings, customary misallocation of assets and liabilities and wrong pockets provisions relating to the Reorganisation, and certain customary post-Completion restrictive covenants in favour of the Purchaser. The Company has taken steps to minimise the risk of liability through customary limitations on liability (including, absent fraud, a £1 cap on the Company's liability with respect to the business and tax warranties and the tax covenant) and has sought to ensure that the restrictive covenants will not impact the Remaining Business as currently carried on. Further, the Company has undertaken a customary disclosure process to minimise the risk of liability under these provisions and the Purchaser has put in place warranty and indemnity insurance (W&I Insurance) to provide financial recourse.

However, the limitations on liability will not apply in all scenarios and any warranty and indemnity insurance may be insufficient or may not operate so as to preclude the possibility of claims being made against the Company. Any liability to make a payment arising from a successful claim by the Purchaser under the Option Deed could reduce the consideration and could have an adverse effect on the Remaining Business and its results of operations, prospects and financial condition.

1.2         Material new risks to the Group

The Remaining Business will be a smaller group and its income stream will be reduced

Following Completion, the Remaining Business will no longer own the businesses that comprise the Mechanical Engineering Business and will therefore be smaller, have lower revenue, a reduced income stream and have a less diversified product base. Accordingly, the Remaining Business will be more susceptible to adverse developments in the remaining markets, product classes and segments in which it operates. The geographical distribution of the revenue of the Remaining Business following Completion will be different to that of the Group's as at the date of this announcement.

The Remaining Business may also have reduced scope to redeploy capital within its group to facilitate strategic initiatives and/or absorb the impact of unexpected events.

Therefore, should any part of the Remaining Business underperform, or should there be adverse financial market movements and/or economic conditions in one of the regions and/or markets in which the Remaining Business operates, this may have a larger relative impact on the financial condition, results, profitability, and/or future prospects of the Remaining Business than it would have had on the Group before Completion.

The Transaction may have a disruptive effect on the Remaining Business

The Transaction has also required, and will continue to require, substantial amounts of time and focus from the management teams and employees of the Group which could otherwise be spent operating the Group in the ordinary course. Key members of the management teams and employees may become distracted by the Transaction and, accordingly, decision-making by the Group may be delayed, deferred or otherwise impacted. This disruption could be prolonged if Completion is materially delayed, or as a result of post-Completion activities related to the Transaction.

2.          Details of any legal and arbitration proceedings

2.1         Remaining Business

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) during the period covering the 12 months preceding the date of this announcement which may have, or have had in the recent past, significant effects on the Company and/or the Remaining Business.

2.2         Mechanical Engineering Business

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) during the period covering the 12 months preceding the date of this announcement which may have, or have had in the recent past, significant effects on the Mechanical Engineering Business.

3.          Material contracts

3.1         Remaining Business

Other than the agreements necessary to put the Transaction and the Reorganisation into effect, there are no contract(s) (not being contract(s) entered into the ordinary course of business) that have been entered into by the Company or the Remaining Business: (i) within the two years immediately preceding the date of this announcement which are, or may be, material to the Remaining Business; or (ii) at any time and contain obligations or entitlements which are, or may be, material to the Remaining Business at the date of this announcement.

A summary of the principal terms of the Transaction is set out in Appendix 1 to this announcement.

3.2         Mechanical Engineering Business

Other than the agreements necessary to put the Transaction and the Reorganisation into effect, there are no contract(s) (not being contract(s) entered into the ordinary course of business) that have been entered into by the Mechanical Engineering Business: (i) within the two years immediately preceding the date of this announcement which are, or may be, material to the Mechanical Engineering Business; or (ii) at any time and contain obligations or entitlements which are, or may be, material to the Mechanical Engineering Business at the date of this announcement.

4.          No significant change

4.1         Group

There has been no significant change in the financial position of Goodwin PLC since 30 April 2026, being the date of the most recently publicly disclosed financial information.

4.2         Mechanical Engineering Business

There has been no significant change in the financial position of the Mechanical Engineering Business since 30 April 2026, being the date of the most recently publicly disclosed financial information included within Appendix 2 to this announcement.

5.          Related party transactions

Other than those matters disclosed in previously published annual reports and accounts of the Group for the financial years ended 30 April 2025 and 30 April 2026 and those agreements necessary to put the Transaction and the Reorganisation into effect (further information of which is set out in Appendix 1 to this announcement), the Group has not entered into any related party transactions which are relevant to the Transaction during the period beginning 1 May 2024 until the date of this announcement.

Appendix 4: Defined Terms

The following definitions apply throughout this announcement (including the appendices) save as expressly stated otherwise:

"Board" or "Directors"	means the board of directors of the Company;
"Cerberus"	Cerberus Capital Management, L.P.;
"Company" or "Goodwin"	means Goodwin PLC;
"Completion"	means completion of the Transaction;
"Group"	means the Company and its subsidiary undertakings;
"Mechanical Engineering Business"	means the part of the Group's Mechanical Engineering division which includes Goodwin Steel Castings Limited, Goodwin International Limited, Noreva GmbH, Easat Group and the Pumps Division, but excluding Internet Central and Duvelco;
"Newco"	means Lord Holdco Limited, a newly incorporated entity which will become the holding company of the Mechanical Engineering Business prior to Completion;
"Newco Shares"	means the issued share capital of Newco;
"Option Deed"	means the put and call option deed dated 9 September 2026 between the Company and Cerberus, a summary of which is set out in Appendix 1 to this announcement;
"Purchaser"	means Deepwater Lord Acquisition Co Limited, an affiliate of Cerberus Capital Management, L.P.;
"Reorganisation"	means the internal reorganisation of the Group to be undertaken prior to Completion to ensure the transfer of the Mechanical Engineering Business to Newco and its subsidiaries;
"Remaining Business"	means the business of the Group excluding the Mechanical Engineering Business;
"Rothschild & Co"	means N. M. Rothschild & Sons Limited;
"Transaction"	means the proposed sale of the Mechanical Engineering Business to Cerberus pursuant to the Option Deed;
"Transitional Services Agreement"	means the transitional services agreement to be entered into between the Company and Newco in connection with the Transaction; and
"UKLR"	means the UK Listing Rules sourcebook of the Financial Conduct Authority.

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