Time To ACT PLC - Changes to Concert Party

28 August 2025

Time To ACT plc

("Time To ACT", "the Company" or "the Group")

Changes to Concert Party

Time To ACT plc (AQSE: TTA), an engineering-led group focused on technology for the energy transition supply chain provides an update on changes to the shareholder concert party established at the time of Admission to the Aquis Growth Market on 29  May 2024 ("Admission").

Under the City Code on Takeovers and Mergers (the "Code") published by the Panel on Takeovers and Mergers (the "Panel"), a concert party arises where persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control (as defined in the Code) of a company or to frustrate the successful outcome of an offer for a company.  Certain persons will be presumed, as set out in the definitions of the Code, to be persons acting in concert with other persons in the same category unless the contrary is established, including shareholders in a private company who, following the re-registration of that company as a public company in connection with an initial public offering or otherwise, become shareholders in a company to which the Code applies.

At the time of Admission, the Company stated in its admission document that it had agreed with the Panel that a concert party (the "Existing Concert Party") existed in the context of the Company between Chris Heminway, Lisa Randall, Neil Tennant and Andrew Hall.  Chris Heminway, Lisa Randall and Andrew Hall were presumed to be acting in concert by virtue of their long-standing business relationship at that time, while Neil Tennant was included in the Existing Concert Party due to him being the partner of Lisa Randall.

As at 28 August 2025, the Existing Concert Party held 7,563,932 shares in the Company, representing 51.09 per cent. of the Company's issued share capital.

The Company has now agreed with the Panel that Lisa Randall and Neil Tennant are no longer members of the Existing Concert Party as a result of the change in the nature of the relationship between Chris Heminway and Lisa Randall.  The remaining members of the Existing Concert Party, being Chris Heminway and Andrew Hall (the "New Concert Party") holds an aggregate 5,660,394 shares in the Company, representing 38.23 per cent. of the Company's issued share capital and options a) over 510,000 shares representing 3.33 per cent. of the Company's enlarged share capital ("Cleared Options"). b) a further 12,000 options granted to Andrew Hall, a member of the New Concert Party, which were not subject to a Rule 9 waiver ("options")The following table details the interests of the New Concert Party.

1.        This includes shares, options and CLAs held by Hephaestus Cleantech Limited, a company wholly owned by Chris Heminway

2.        This does not include the additional 12 000 options granted to Andrew Hall that were not subject to a Rule 9 waiver

Under Rule 9 of the Code, any person who acquires an interest in shares which, taken together with shares which that person or any person acting in concert with that person is interested, carry 30% or more of the voting rights of a company which is subject to the Code, is normally required to make an offer to all the remaining shareholders to acquire their shares. 

Similarly, when any person, together with any persons acting in concert with that person, is interested in shares which in aggregate carry not less than 30% of the voting rights of such a company but does not hold shares carrying more than 50% of the voting rights of a company, an offer would normally be required if such a person, or any person acting in concert with that person, acquires a further interest in shares which increases the percentage of shares carrying voting rights in which that person is interested.

The Panel Executive has confirmed that for so long as members of the New Concert Party continue to be acting in concert, any increase in their individual or aggregate interest in shares as a result of the exercise of Cleared Options will not trigger an obligation under Rule 9.  However, any increase in their individual or aggregate interests in shares which is not a result of an exercise of their respective Cleared Options will be subject to the provisions of Rule 9 of the Code.  

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About Time To ACT plc

Time To ACT plc is an engineering-led group focused on technology for the energy transition supply chain. It currently has two principal operating businesses: Diffusion Alloys and GreenSpur. As the parent company of the Group, Time To ACT provides strategic and operational support to the operating companies and capital to enable their growth.

About Diffusion Alloys 

Diffusion Alloys supplies diffusion coatings. A diffusion coating is an intermetallic layer that protects metal components from degradation at high temperatures and in highly corrosive environments, such as those found in hydrogen and nuclear energy generation.

Diffusion Alloys has joined forces with Johnson Matthey plc, the market leaders in synthesis gas ("syngas") with a significant pipeline of Blue Hydrogen projects, to scale-up production and address the increasing demand for low carbon hydrogen used to reduce global carbon emissions.

In addition to working for numerous historic and existing customers, the Directors believe that Diffusion Alloys is the only credible diffusion coater in the world for blue hydrogen components, has already been coating in volume for a leading European vendor in the green hydrogen space and is also in pre-commercial discussions with new cleantech equipment manufacturers.

Diffusion Alloys has two distinct areas of focus:

·    Coating Technology: Selling technical excellence in coating capability supported by the concept of "flexible capacity" - the ability to provide customers with capacity wherever they need it, whether for the coating of Large Parts or Small Parts.

·    Coating Services: Plant-led coatings business centred on its Middlesbrough site.

About GreenSpur

GreenSpur is an intellectual property creator and generator designer that has developed a credible solution for renewable energy applications to the Rare Earth magnet problem.

Magnets constructed using Rare Earth Elements (REEs) are fundamental components in electrical generators and electric vehicle motors which are critical to delivering the clean energy transition. However, there are substantial supply chain constraints and risks in the sourcing of REEs that are needed for these magnets.

GreenSpur's generator design eliminates the need for Rare Earth magnets and copper coils without any loss in electrical performance.