PEBB The Pebble Group Plc

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11 December 2024

THE PEBBLE GROUP PLC

("The Pebble Group" of the "Group")

AIM: PEBB

Update on Share Buyback Programme

The Pebble Group, a leading provider of digital commerce, products and related services to the global promotional products industry, announces an amendment to its share buyback programme in the Group's ordinary shares of 1 pence each ("Ordinary Shares") launched with its retained corporate broker Panmure Liberum Limited ("Panmure Liberum") on 8 August 2024 to execute up to an initial maximum aggregate consideration of £4.36m (the "Amended Share Buyback Programme").

The Company has to date relied upon the safe harbour conditions for trading as set out in the EU Market Abuse Regulation (596/2014) (as in force in the UK and as amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019), the Commission Delegated Regulation (EU) 2016/1052 (as in force in the UK and as amended by the FCA's Technical Standards (Market Abuse Regulation) (EU Exit) Instrument 2019) ("MAR").  However, due to the illiquidity of the Group's Ordinary Shares, the safe harbour volume parameter has constrained its ability to purchase Ordinary Shares within an efficient and practicable timeframe and the Group has now decided to amend its agreement with Panmure Liberum and conduct the Amended Share Buyback Programme on the following basis:

·    Panmure Liberum will continue to manage the purchases on a discretionary basis, purchasing Ordinary Shares within certain pre-set parameters and making its trading decisions independently of, and uninfluenced by, the Group. Purchases may therefore continue during any closed periods of the Group.

·    The Amended Share Buyback Programme will be executed in accordance with the authorities to repurchase Ordinary Shares granted by the Group's shareholders at the Annual General Meeting ("AGM") held on 30 April 2024.

·    Any Ordinary Shares purchased will be cancelled, and therefore the purpose of the Amended Share Buyback Programme is to reduce the issued share capital of the Group accordingly.

·    The Group has authorised the Amended Share Buyback Programme to commence from today and will continue whilst it retains the authority from shareholders to repurchase Ordinary Shares until the earlier of: (i) the maximum aggregate consideration payable by the Group has been reached or (ii) at close of business on 30 June 2025 or, if earlier, at the conclusion of the Company's AGM to be held in 2025. 

·    Shareholders should be aware that the Amended Share Buyback Programme may on any given trading day represent a significant portion of the daily traded volume in the Group's Ordinary Shares on the London Stock Exchange, and the Group expects daily volumes to exceed 25% of the average daily traded volume on the London Stock Exchange. Accordingly, the Group may not benefit from the exemption contained in Article 5(1) of MAR.

·    Outside of the above, the Amended Share Buyback Programme will be conducted in accordance with the other safe harbour parameters as prescribed by MAR.

Any market purchase of Ordinary Shares pursuant to the Share Buyback Programme will be announced no later than 7:30am (UK time) on the business day following the day on which the purchased occurred.

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