Northern Bear plc (LSE: NTBR), a UK-based building services group, has announced a proposed return of capital of up to £9.1 million through a Tender Offer for up to 6,900,000 ordinary shares at a fixed price of 132.5 pence per share. The Tender Price represents an 18.8 per cent. premium to the closing price on the latest practicable date and a 15.0 per cent. premium to the three-month volume weighted average price. Shareholders will vote on the proposal at a General Meeting convened for 10:00 a.m. on 22 December 2026, with settlement scheduled for 23 December 2026.

Key Points

  • Northern Bear plc (NTBR) — UK building services group listed on the London Stock Exchange
  • Tender Offer for up to 6,900,000 ordinary shares, equivalent to 50.1 per cent. of current issued ordinary shares, at 132.5 pence per share
  • Tender Offer funded partly by a new £6.5 million term loan and revolving credit facility from Virgin Money plc; fixed costs not expected to exceed £400,000 inclusive of VAT
  • Investors should watch the General Meeting result on 22 December 2026 and the subsequent settlement date of 23 December 2026

Board Cites EPS Accretion and Shareholder Preference for Buybacks Over Dividends as Key Rationale

Northern Bear's board concluded that no suitable low-risk, earnings-accretive bolt-on acquisitions could be identified in the short to medium term, making capital return the preferred use of surplus funds. The announcement states that the board received growing feedback from shareholders favouring share repurchases over dividends alone. The Tender Offer is expected to be accretive to earnings per share from the financial year commencing 1 April 2027 onwards, and the board believes current market pricing does not fully reflect the intrinsic value of the group's operations. The board also noted that the company's shares remain relatively illiquid from a stock market trading perspective.

Virgin Money £6.5 Million Facility and Net Cash Position Underpin Tender Offer Funding

To finance the Tender Offer, Northern Bear has secured a term loan and revolving credit facility of up to £6.5 million from Virgin Money plc. The company reported a net cash position of £6.2 million at its last financial year end, with an average month-end balance of £4.5 million net cash between 1 April 2026 and 30 September 2026. On a pro forma basis, following completion of the Tender Offer in full, the group would move to net debt of approximately £4.7 million. Existing working capital facilities of £2.0 million will be maintained. The board considers this modest net debt position appropriate given the group's seasonal working capital requirements and its capacity to service the facility from operating cash flows.

Largest Shareholder Nicholas Beaumont-Dark to Tender Full 3,163,500-Share Stake

Nicholas Beaumont-Dark, the company's largest shareholder, has signed an irrevocable undertaking to tender his entire holding of 3,163,500 ordinary shares, representing approximately 22.99 per cent. of current issued ordinary shares. The undertaking was structured in part to ensure he does not become interested in shares carrying 30 per cent. or more of voting rights as a result of the Tender Offer. By contrast, CEO John Davies and Steven Mark Roberts — who remains a director of all group subsidiaries — have each given irrevocable undertakings to vote in favour of the resolution but not to tender their combined holding of 854,528 ordinary shares, citing confidence in the group's long-term outlook.

General Meeting Timetable and Tender Deadline of 1 December 2026 for Qualifying Shareholders

The Circular was posted to shareholders on 10 November 2026 and is available on the Northern Bear website. Qualifying shareholders wishing to participate must submit Tender Forms or CREST TTE Instructions by 1:00 p.m. on 1 December 2026. Results of the Tender Offer will be announced on 7 December 2026. Forms of Proxy for the General Meeting must be received by 10:00 a.m. on 18 December 2026. The Tender Offer Resolution requires more than fifty per cent. of qualifying votes cast at the General Meeting to be passed. Shares tendered are irrevocable and cannot be sold or transferred during the offer period, which investors should factor into their liquidity planning.