Laumann Group UK Limited entered letter of intent to acquire Epwin Group Plc (AIM:EPWN) from Otus Capital Management Limited and others on August 5, 2025. Laumann Group UK Limited entered into agreement to acquire Epwin Group Plc from Pentwin Group Limited, Kennedy Capital Investments Limited, Otus Capital Management Limited and others for approximately £160 million on August 7, 2025. A cash consideration of £163.11 million valued at £1.2 per share will be paid by Laumann Group UK Limited. As part of consideration, £163.11 million is paid towards common equity of Epwin Group Plc. Laumann UK has received irrevocable undertakings to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting from Kennedy Capital Investments Limited, the trustees of The Anthony James Rawson Business Will Trust and Pentwin Group Limited in respect of a total of 40,500,000 Epwin Shares, representing, in aggregate, approximately 29.8% of the entire existing issued share capital of Epwin as at the Latest Practicable Date. These irrevocable undertakings also include the relevant Epwin Shareholders' commitments to accept the Offer if the Acquisition is structured as an Offer. All of these undertakings remain binding, even in the event of a higher competing offer for Epwin, unless the Scheme lapses or is withdrawn. On August 15, 2025, Optus confirmed that it had made a sale of 1,448,559 Epwin Shares that were subject to the Otus Letter of Intent. As a result, the total number of Epwin Shares which are subject to the Otus Letter of Intent has reduced to 5,033,594 Epwin Shares and the total number of Epwin Shares which are subject to irrevocable undertakings and a letter of intent has reduced to 46,349,170 Epwin Shares, representing approximately 34.08% of the issued share capital of Epwin. The Cash Consideration payable under the Acquisition is being funded through a new bridging loan of ?210 million (£183.15675 million), subject to the terms of a facility agreement (the ?Facility Agreement?), provided by Deutsche Bank and DZ Bank to VEKA AG, a member of the Laumann Group, as borrower.

The transaction is subject to approval of merger agreement by target board, approval of offer by target shareholders and subject to court approval. The deal has been unanimously approved by the board. The expected completion of the transaction is October 1, 2025 to December 31, 2025. As of August 29, 2025, the Scheme Document is currently expected to become effective on October 15, 2025. As of September 25, 2025, the Scheme was approved by Epwin Shareholders. As of October 13, 2025, High Court of Justice in England and Wales made an order sanctioning the Scheme. All of the Conditions of the Acquisition have been satisfied or waived other than the delivery of a copy of the Court Order to the Registrar of Companies.

Daniel Bush, Harry Davies-Ball and Fiona Conroy of Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited acted as financial advisor for Epwin Group Plc. Tim Richardson and David Brock of Houlihan Lokey UK Limited acted as financial advisor for Laumann Group UK Limited. Jonathan King, Ed Nisbet, Anika Chandra, Rhiannon Jones, Olexiy Oleshchuk, and Dominic Ross of Osborne Clarke; Christoph Heinrich, Guido Krüger, and Christian Ulrich Wolf of Beiten Burkhardt Rechtsanwaltsgesellschaft mbH and Oliver Bretz and Becket McGrath of Euclid Law Ltd acted as legal advisors for Laumann Group UK Limited. Stephen Nash, Alistair Cree and Danny Blum, Victoria Green of Eversheds Sutherland LLP acted as legal advisor for Epwin Group Plc. MUFG Corporate Markets (UK) Limited is registrar to Epwin Group. Epwin anticipates incurring around £1.7 million for financial and corporate broking advice, £0.8 million for legal advice, £0.1 million for other professional services and £0.1 million for others costs and expenses. Laumann anticipates incurring around £0.2 million of for financing arrangements, £1.8 million for financial and corporate broking advice, £0.8 million for legal advice, £0.4 million for accounting and tax advice, £0.1 million for other professional services and £0.1 million for others costs and expenses.