Niox Group Regulatory News (NIOX)

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 SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT TO WHICH RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") APPLIES.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

11 April 2025

Keensight Capital

Statement regarding NIOX Group plc

Further to the announcement made by NIOX Group plc ("NIOX") regarding a possible cash offer for NIOX by Keensight Capital ("Keensight"), Keensight confirms that, in light of the current macro-economic backdrop, it does not intend to make a firm offer for NIOX. Consequently, Keensight is bound by the restrictions set out under Rule 2.8 of the Code, except with the consent of the Panel.

Under Note 2 on Rule 2.8 of the Code, Keensight and any person acting in concert with Keensight, reserve the right to set aside the restrictions in Rule 2.8 in the following circumstances: (i) with the agreement of the Board of NIOX; (ii) if a third party announces a firm intention to make an offer for NIOX; (iii) if NIOX announces a Rule 9 waiver proposal (see Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); or (iv) if there has been a material change of circumstances (as determined by the Panel on Takeovers and Mergers).

Keensight, on behalf of its managed funds, and any person acting in concert with Keensight, reserves the right to acquire and/or offer to acquire NIOX shares or interests in NIOX shares subject to and in accordance with the Code (including Rule 2.8) and other applicable regulations.

Enquiries:

The person(s) responsible for arranging release of this announcement on behalf of Keensight are Cindy Giraud, Communications Director and Stephanie Ellis (Headland Consultancy).

About Keensight Capital

Keensight Capital ("Keensight"), one of the leading European Growth Buyout firms, is committed to supporting entrepreneurs as they implement their growth strategies. With over 25 years of experience and €5.5bn of assets under management, Keensight Capital's team of seasoned professionals leverages their differentiated private equity experience to invest in profitably growing companies generating revenues in the range of €10 million to €400 million. Drawing on its expertise in the Technology and Healthcare sectors, Keensight identifies the best investment opportunities in Europe and works closely with the management teams providing capital, strategic guidance and operational support. Keensight operates in more than 90 countries across the globe with a presence in Paris, London, Boston, and Singapore.

Important notices relating to advisers

UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS is acting as Adviser to Keensight and no one else in connection with the matters set out in this announcement. In connection with such matters, UBS, its affiliates, and its or their respective directors, officers, employees and agents will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any other matter referred to herein.

Ropes & Gray International LLP is retained as legal adviser to Keensight.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Publication on a website

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Keensight's website at www.Keensight.com by no later than 12 noon (London time) on 14 April 2025 (being the business day following the date of this announcement). The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.