Share Buyback, Rule 9 Waiver and Notice of GM
Springfield Properties PLC
21 August 2026
The information contained within this announcement (this "Announcement") is deemed by the company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended) ("UK MAR"). Upon the publication of this Announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.
21 August 2026
Springfield Properties plc
("Springfield", the "Company" or the "Group")
Proposed Share Buyback Programme
Proposed approval of waivers under Rule 9 of the Takeover Code
and
Notice of General Meeting
Springfield Properties plc (AIM: SPR), a leading housebuilder in Scotland, is pleased to announce that it has today posted a circular to shareholders (the "Circular") seeking the approval of Independent Shareholders (as defined in the Circular) for a proposed share buyback programme in respect of ordinary shares of 0.125 pence each in the capital of the Company ("Ordinary Shares").
At the annual general meeting of the Company held on 29 October 2025 (the "2025 AGM"), Shareholders authorised the Company to make market purchases of up to 11,904,240 Ordinary Shares. That authority remains in force and has not been exercised since the 2025 AGM. It is anticipated that the Company will seek to renew the authority at the annual general meeting of the Company to be held in 2026 (the "Buyback Authority").
Springfield's board of directors (the "Board") is now proposing that the Company utilise the Buyback Authority. Specifically, the Board is proposing that the Company may undertake a programme or programmes of on-market purchases of up to 5,957,372 Ordinary Shares, with flexibility to extend the purchases up to the full Buyback Authority limit of 11,904,240 Ordinary Shares (the "Buyback Programme"). In the event that Shareholders renew the existing Buyback Authority at the annual general meeting of the Company to be held in 2026, the Buyback Programme will nonetheless be limited to the 11,904,240 Ordinary Shares referred to above, save that purchases up to that limit may be made under the existing Buyback Authority or under any such renewed authority.
As described further below, the exercise by the Company of all or any part of the Buyback Authority may, under the provisions of Rule 37 of The City Code on Takeovers and Mergers (the "Code"), trigger an obligation on the part of certain existing shareholders who are considered to be "acting in concert" (the "Concert Party") to make a mandatory offer to all Shareholders under Rule 9 of the Code. Similarly, the exercise by Innes Smith (the Company's CEO and a member of the Concert Party) of existing share options held by him may trigger such a mandatory offer under Rule 9 of the Code. Accordingly, the Company has obtained the consent of the Panel on Takeovers and Mergers (the "Panel") to the waiver of any obligation which may otherwise arise on the Concert Party, both individually and collectively, to make an offer to the Shareholders of the Company pursuant to Rule 9 of the Code as a result of the purchase of Ordinary Shares by the Company pursuant to the Buyback Programme or the exercise of options by Innes Smith, such consent of the Panel being conditional upon Independent Shareholders approving the waivers. Accordingly, the Company is convening a general meeting of Shareholders to seek the approval of Independent Shareholders (i.e. those Shareholders who do not form part of the Concert Party) of the Rule 9 Waiver Resolutions, which are to be proposed at the general meeting.
A further announcement will be issued in due course, as appropriate, confirming the formal launch of the Buyback Programme and the terms on which it will be conducted.
Notice of General Meeting
The Company gives notice of a general meeting to be held at 12.00 noon on Thursday 10 September 2026 at Springfield House, 3 Central Park Avenue, Larbert FK5 4RX to seek the approval of the Independent Shareholders to the Rule 9 Waiver Resolutions. Members of the Concert Party are not permitted to vote on the Rule 9 Waiver Resolutions.
Further details on the Rule 9 Waiver Resolutions and the proposed Buyback Programme can be found in the Circular that is being sent to shareholders today and has been made available on the 'Corporate documents' page in the 'Corporate Governance' section of the Company's website at: https://www.thespringfieldgroup.co.uk/corporate-governance/corporate-documents. Formal notice of the general meeting is set out at Part IV of the Circular.
Capitalised terms in this announcement are as defined in the Circular.
Enquiries
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Springfield Properties |
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|
Sandy Adam, Chairman Innes Smith, Chief Executive Officer Iain Logan, Chief Financial Officer |
+44 134 355 2550 |
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Cavendish Capital Markets Limited |
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Neil McDonald Peter Lynch |
+44 131 220 9771 +44 131 220 9772 |
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Gracechurch Group |
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Harry Chathli Claire Norbury |
+44 20 4582 3500 |
Analyst Research
Equity Development produces freely available research on Springfield Properties plc, including financial forecasts. This is available to view and download here:
https://www.thespringfieldgroup.co.uk/news/updates-and-analyst-reports
EXTRACTS FROM THE CIRCULAR:
BACKGROUND TO AND REASONS FOR THE BUYBACK PROGRAMME
The Board believes that implementing the Buyback Programme would enhance earnings per Ordinary Share and would provide shareholders with the flexibility, but without any compulsion, to realise value in respect of all or some of their shareholdings. The Board is mindful of the financial impact that the Buyback Programme may have on the Company and, in assessing the merits of the Buyback Programme, the Board has therefore carefully considered the capital requirements of the Group, its prospects and its available funding, whilst also taking account the merits of providing greater short-term liquidity for Ordinary Shares.
The Independent Directors believe that the purchase of Ordinary Shares pursuant to the Buyback Programme is in the best interests of the Independent Shareholders and the Company as a whole and that the Buyback Programme represents an attractive use of the Company's capital and financial resources.
The Buyback Programme will be conducted through on-market purchases at a minimum price per Ordinary Share of 0.125 pence and at a maximum price per Ordinary Share of no more than 5 per cent. above the average middle market price of an Ordinary Share for the five business days immediately preceding the date on which the buy back is effected. Ordinary Shares purchased pursuant to the Buyback Programme will be held by the Company in treasury in order to satisfy future employee or other share scheme requirements.
THE CODE AND RULE 37 OBLIGATIONS
Rule 9 of the Code
Rule 9.1 of the Code provides that, except with the consent of the Panel, when a person who, together with persons acting in concert with him, holds shares carrying not less than 30% and not more than 50% of the voting rights of a company, and that person, or any person acting in concert with him, acquires an interest in any further shares which increases the percentage of shares carrying voting rights in which he is interested, that person is required to make a general offer for all the remaining shares in the company.
The Concert Party currently holds voting rights in respect of 49,567,751 Ordinary Shares, representing approximately 41.49% of Springfield's Ordinary Shares (and therefore the same percentage of Springfield's voting rights). Accordingly, the Concert Party is already interested in shares carrying between 30 per cent. and 50 per cent. of the current voting rights of the Company and any increase in the Concert Party's aggregate percentage interest (whether arising from an actual acquisition of Ordinary Shares or from the mechanical effect of the Buyback Programme) would, absent the consent of the Panel, trigger an obligation on the Concert Party to make a mandatory offer for all remaining Ordinary Shares.
Rule 37 of the Code
Rule 37.1 of the Code provides that, when a company purchases its own shares, any resulting increase in the percentage voting rights of persons acting in concert will be treated as an acquisition for the purposes of Rule 9.1 (and the Panel must be consulted in advance where Rule 9.1 may be relevant). In such circumstances, where such an acquisition results in an increase in the percentage of shares carrying voting rights held by a person (or group of persons acting in concert) who holds shares carrying in aggregate not less than 30% and not more than 50% of the voting rights of the company, the Panel will normally waive an obligation to make a mandatory offer on the condition that, prior to the purchase, a procedure substantially similar to that set out in Appendix 1 to the Code is followed, including the approval of independent shareholders.
Since the Concert Party holds in excess of 30% of Springfield's Ordinary Shares, any repurchase by Springfield under the Buyback Programme would have the effect, on a mechanical basis, of increasing the Concert Party's percentage interest in Springfield's voting share capital. In the maximum case, were Springfield to utilise the Buyback Authority in full with all purchases from non-Concert Party shareholders, the Concert Party's aggregate holding would increase from approximately 41.49% to approximately 46.08%, representing a maximum increase of approximately 4.59 percentage points.
One member of the Concert Party (Innes Smith) has, as part of his incentivisation arrangements, been granted share options in respect of Ordinary Shares. If those options (which are in respect of an aggregate of 1,375,958 Ordinary Shares) were exercised in full and Springfield was also to utilise the Buyback Authority in full with all purchases from non-Concert Party shareholders, the Concert Party's aggregate holding would increase from approximately 41.49% to approximately 46.76%, representing a maximum increase of approximately 5.27 percentage points
The Waivers
The Panel has agreed, subject to the approval of the Rule 9 Waiver Resolutions by Independent Shareholders at the General Meeting on a poll, to waive any obligation to make a general offer that would otherwise arise as a result of any increase in the Concert Party's aggregate percentage interest in the voting rights of the Company arising from (1) the exercise by the Company of all or any part of the Buyback Authority in connection with the Buyback Programme and / or (2) the exercise by Innes Smith of any or all of his current share options.
The Waivers are conditional upon the Rule 9 Waiver Resolutions being passed by Independent Shareholders on a poll at the General Meeting. Members of the Concert Party are not permitted to vote on the Rule 9 Waiver Resolutions.
Following the passing of the Rule 9 Waiver Resolutions, the Concert Party will not be required to make a general offer as a result of any increase in its aggregate percentage interest in the Company's voting rights arising solely from (1) purchases of Ordinary Shares made by the Company pursuant to the Buyback Programme, provided that such purchases are within the limits of the Buyback Authority and / or (2) the exercise by Innes Smith of any or all of his current share options (i.e. options in respect of 1,375,958 Ordinary Shares).
Panel Consent And Conditionality
The Panel has agreed, subject to the Rule 9 Waiver Resolutions being approved by Independent Shareholders on a poll at the General Meeting, to grant the Waivers. Accordingly, the Waivers are conditional upon the passing of the Rule 9 Waiver Resolutions at the General Meeting.
If the Rule 9 Waiver Resolutions are not passed at the General Meeting, the Waivers will not take effect and (1) the Company will not be able to implement the Buyback Programme and (2) Innes Smith will not be able to exercise his share options, in each case without triggering a mandatory offer obligation on the part of the Concert Party under Rule 9 (by virtue of Rule 37) of the Code.
For the avoidance of doubt, the passing of the Rule 9 Waiver Resolutions will not result in any obligation on the Concert Party to make a general offer. It will simply permit (1) the Company to exercise all or any part of the Buyback Authority during the period the Buyback Authority remains in force and (2) Innes Smith to exercise his share options, in each case without triggering any such mandatory offer obligation by reason of the consequential increase in the Concert Party's aggregate percentage interest in the voting rights of the Company.
Recommendation
The Independent Directors, who have been so advised by Cavendish, consider the Waivers and the Buyback Programme to be fair and reasonable and in the best interests of the Independent Shareholders and the Company as a whole. In providing advice to the Independent Directors, Cavendish has taken into account the Independent Directors' commercial assessments.
Accordingly, the Independent Directors recommend that Independent Shareholders vote in favour of the Rule 9 Waiver Resolutions, as they intend to do in respect of their own beneficial holdings of Ordinary Shares (where applicable and being eligible to do so as Independent Shareholders). The Independent Directors consider the proposals to be in the best interests of the Company and its members as a whole and are most likely to promote the success of the Company for the benefit of its members as a whole.
As detailed above, the Concert Party is considered to be interested in the outcome of the Rule 9 Waiver Resolutions. Accordingly, the recommendation set out in this Document comes from the Independent Directors only and not from Sandy Adam or Innes Smith, each of whom is a member of the Concert Party, and no member of the Concert Party will vote on the Rule 9 Waiver Resolutions.
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