R.E.A. Holdings plc: Further re proposals re 7.5 per cent dollar notes 2028

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

For immediate release

25 June 2026

R.E.A. Holdings plc (the "company")

Purchase by R.E.A. Services Limited ("REA Services") of 7.5 per cent dollar notes issued by the company (the "dollar notes") pursuant to the sale facility agreed by the company in conjunction with the extension of the redemption date for the dollar notes from 30 June 2026 to 31 December 2028

Rollover fee to be paid by the company to those qualifying noteholders who did not elect to take advantage of the sale facility

Introduction

In September 2025, the company announced that the holders of the dollar notes (the "noteholders") had approved the extension of the redemption date of the dollar notes by two and a half years, from 30 June 2026 to 31 December 2028. 

In conjunction with the extension of the redemption date, any qualifying noteholder (being a noteholder on the register of noteholders at 6.00 p.m. on 3 September 2025) who wished to realise all or any part of its holding of dollar notes on the then current redemption date of 30 June 2026 was invited to contact REA Services. The company agreed that REA Services would then either purchase the relevant dollar notes itself or arrange the purchase thereof by a third party, in either case at par for settlement on 30 June 2026.

On 1 June 2026, the company announced that valid elections to take up such sale facility had been received by REA Services from qualifying noteholders in respect of an aggregate of $7,264,218 nominal of dollar notes. 

The company now confirms that REA Services is itself purchasing such dollar notes at par. In accordance with the terms of the sale facility, the dollar notes are being purchased together with all accrued benefits and rights attached thereto, save for the right to the interest payable in respect of the dollar notes on 30 June 2026 (which interest is being paid to all holders of dollar notes on the register of noteholders at the close of business on the record date for the payment of such interest in the usual manner).

The company also announces that the rollover fee being paid by the company to those qualifying noteholders who did not elect to take advantage of the sale facility amounts to $0.01 per $1 nominal of dollar notes held at 6.00 pm on 3 September 2025 (or, in the case of qualifying noteholders who have elected, in accordance with the terms and conditions attaching to the dollar notes to receive interest in sterling, translated at the rate of $1.3216 = £1 per $1 nominal of dollar notes held at 6.00 pm on 3 September 2025).

The consideration due by REA Services in respect of the dollar notes to be purchased by it, the interest due in respect of the dollar notes on 30 June 2026 and the rollover fee will all be paid on 30 June 2026.

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