Rosebank Regulatory News (ROSE)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

FOR IMMEDIATE RELEASE

16 February 2026

Rosebank Industries plc

Potential Transaction

Further to the recent press speculation, Rosebank Industries plc ("Rosebank" or the "Company") confirms that it is in advanced discussions regarding the potential acquisition of two private equity-owned US-based businesses (the "Potential Transaction") for a headline enterprise value of approximately $3.05 billion.

Rosebank notes that the Potential Transaction is in line with the Company's acquisition criteria and, if it proceeds, would be funded through a combination of a fully underwritten equity issue of approximately £1.9 billion (the "Fundraise") and new debt facilities. The Fundraise would be executed by way of a firm placing concurrent with a retail offer of up to £10 million for UK retail shareholders and investors.

The Company confirms that, irrespective of whether the Potential Transaction proceeds or not, it intends to complete its move to the Main Market of the London Stock Exchange in Q2 2026.

Temporary suspension of trading

As per AIM Rule 40, dealings in the Company's ordinary shares have been temporarily suspended from trading on AIM with immediate effect until such time as the MTF admission prospectus in relation to the Potential Transaction has been published in compliance with AIM Rule 14. If the Potential Transaction does not proceed and an MTF admission prospectus has not been published, an announcement will be made and the suspension from trading of Rosebank ordinary shares will be lifted.

Notwithstanding the temporary suspension of trading in the ordinary shares, the Company will continue to make announcements as and when there are any developments that require announcement under the AIM Rules.

Enquiries:

About Rosebank

Rosebank was established in 2024 to acquire businesses whose performance the Directors believe can be improved so as to create shareholder value. Rosebank's strategy is to acquire quality industrial or manufacturing businesses with strong fundamentals whose performance may be improved. Through investing in acquired businesses, changing management focus and delivering operational improvements, Rosebank seeks to increase and realise the value in such businesses, typically over a three-to-five-year investment horizon and to return the proceeds to shareholders. Rosebank was admitted to trading on the AIM Market of the London Stock Exchange, through an Initial Public Offering in July 2024.

Important Notices:

This announcement is released by Rosebank Industries plc and contains inside information. The person responsible for arranging for the release of this announcement on behalf of Rosebank is Joff Crawford.

There can be no certainty that any potential transaction contemplated in this announcement will proceed. For the avoidance of doubt, the issue of this announcement shall not, in any circumstances, create any implication that Rosebank Industries plc shall be required to provide further updates on the status of any matters contemplated in this announcement (save as may be required by law or regulation).

Any securities offered will not be or have not been registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Investec Bank plc ("Investec"), which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Rosebank and no one else in connection with the Potential Transaction and none of Investec Bank plc nor any of its affiliates, branches or subsidiaries will be responsible to anyone other than Rosebank for providing the protections afforded to clients of Investec Bank plc nor for providing advice in relation to the Potential Transaction or any other matter referred to in this announcement.