THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are
in any doubt about the contents of this document or the action you should take, you are recommended to seek your own financial advice as soon as possible from your stockbroker, bank, solicitor, accountant or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 ("FSMA") if you are in the United Kingdom, or, if you are not in the United Kingdom, from another appropriately authorised independent professional adviser.
If you sell or otherwise transfer, or have sold or otherwise transferred, all of your Ordinary Shares, please send this document at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, this document, together with any accompanying documents, should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you sell or transfer, or have sold or transferred, only part of your holding of Ordinary Shares, you should retain this document and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.
The release, publication or distribution of this document (in whole or in part) in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with these requirements or restrictions may constitute a violation of the securities laws or restrictions of any such jurisdiction. This document has been prepared for the purposes of complying with the laws of England and Wales and the UK Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
DEVELOP NORTH PLC
(Incorporated and registered in England and Wales with registered number 10395804 and registered as an investment company under section 833 of the Companies Act 2006)
Recommended proposals to grant authority to allot Ordinary Shares and/or C Shares on a non-pre-emptive basis in connection with the Initial Issue and the Share Issuance Programme
Proposals to grant general authority to allot Ordinary Shares on a non-pre-emptive basis
Renewal of authority to repurchase Ordinary Shares and extension of authority to repurchase Ordinary Shares allotted pursuant to the Initial Issue and Ordinary and/or C Shares allotted pursuant to the Share Issuance Programme
Amendments to the Company's Investment Objective and Investment Policy Adoption of new Articles of Association
and
Notice of General Meeting
Shareholders should read the whole of this document. Your attention is drawn, in particular, to the letter from the Chairman that is set out in Part 1 (Letter from the Chairman) of this document which contains the unanimous recommendation from the Directors that you vote in favour of the Resolutions to be proposed at the General Meeting.
Notice of the General Meeting of the Company to be held at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London, SE1 2AU at 12 noon on 18 February 2026 is set out in Part 4 (Notice of General Meeting) of this document.
The Proposals described in this document are conditional upon Shareholder approval of the Resolutions to be proposed at the General Meeting. All Shareholders are encouraged to vote in favour of the Resolutions to be proposed at the General Meeting, and if their Ordinary Shares are not held directly to arrange for their nominee to vote on their behalf. If you would like to vote on the Resolutions in advance, you can appoint a proxy by completing the Form of Proxy enclosed with this document in accordance with the instructions printed thereon and returning it to Computershare
Investor Services PLC ("Computershare") at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY or lodged electronically by visiting https://www.investorcentre.co.uk/eproxy and following the instructions as soon as possible, but in any event so as to be received no later than 48 hours (excluding nonworking days) before the time of the General Meeting. If you hold your Ordinary Shares in uncertificated form (i.e. in CREST) you can appoint a proxy by lodging a proxy appointment through CREST, via the CREST system in accordance with the procedures set out in the CREST Manual. Proxies submitted via the CREST system must be lodged by no later than 48 hours (excluding nonworking days) before the time of the General Meeting. Submission of a proxy shall not preclude a Shareholder from attending and voting in person at the General Meeting or at any adjournment thereof. As your participation is important to us, we would encourage you to vote ahead of the General Meeting by appointing a proxy in the manner described above.
Shareholders are directed to further information and instructions on voting by proxy set out in the letter from the Chairman under the headings "General Meeting" and "Action to be Taken" on page 14 to page 15 of this document and the Notice of the General Meeting. Please remember to return your proxy electronically or in hard copy form so that it is received by the Registrar, Computershare, no later than 48 hours (excluding non-working days) before the time of the General Meeting.
This document is a circular relating to the Proposals which has been prepared in accordance with the UK Listing Rules. This document is not a prospectus and is not an offer to sell or a solicitation of any offer to buy any securities in the United States or in any other jurisdiction. The Ordinary Shares have not been, and the Ordinary Shares and C Shares will not be, registered under the
U.S. Securities Act of 1933, as amended, and the Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended.
No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied on as having been so authorised. The delivery of this document shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this document or that the information in it is correct as of any subsequent time.
Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as sole sponsor and corporate broker for the Company and for no-one else in connection with the matters set out in this document and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in connection with the matters set out in this document. Apart from the responsibilities and liabilities, if any, which may be imposed upon Cavendish by FSMA or the regulatory regime established thereunder or under the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regime would be illegal, void or unenforceable, neither Cavendish nor any person affiliated with it makes any representation or warranty, express or implied in relation to, nor accepts any responsibility whatsoever for, the contents of this document, including its accuracy, completeness or verification, or any other statement made or purported to be made by it or on behalf of the Company or any other person in connection with the Company or the Proposals. Cavendish (and its respective Affiliates, directors, officers and employees) accordingly, to the fullest extent permitted by law, disclaims all and any responsibility and liability (save for any statutory liability) whether arising in tort, contract or otherwise which it might have in respect of the contents of this document or any such statement. Cavendish has given and not withdrawn its written consent to the publication of this document with references to its name being included in the form and context in which they appear.
Shareholders should make their own assessment of the Proposals set out in this document including the merits and risks involved. The contents of this document are not to be construed as legal, financial or tax advice. Each Shareholder should consult his, her or its own legal, financial or tax adviser for any legal, financial or tax advice.
Capitalised terms have the meanings ascribed to them in Part 3 (Definitions) of this document. This document is dated 16 January 2026.
CONTENTS
Clause Heading Page
EXPECTED TIMETABLE OF PRINCIPAL EVENTS ......................................................... 4
PART 1 LETTER FROM THE CHAIRMAN ................................................................... 5
PART 2 PROPOSED CHANGES TO THE INVESTMENT OBJECTIVE AND 17
INVESTMENT POLICY .....................................................................................
PART 3 DEFINITIONS .................................................................................................... 21
PART 4 NOTICE OF GENERAL MEETING .................................................................. 25
EXPECTED TIMETABLE
Event
Posting of this document and the notice of General Meeting 16 January 2026
Prospectus published and Initial Issue opens 16 January 2026
Latest time and date for receipt of proxy votes or transmission of CREST Proxy Instructions for the General Meeting
12 noon on 16 February 2026
Record date for entitlement to vote at the General Meeting 6.00 p.m. on 16 February 2026
General Meeting 12 noon on 18 February 2026
Announcement of the results of the General Meeting through a RIS
18 February 2026
Results of the Initial Issue announced 31 March 2026
Initial Admission of and commencement of dealings in the Ordinary Shares issues pursuant to the Initial Issue
Ordinary Shares credited to CREST accounts in respect of the Initial Issue (where applicable)
Share certificates despatched in respect of the Initial Issue (where applicable)*
8.00 a.m. on 2 April 2026
8.00 a.m. on 2 April 2026
No later than week commencing 13 April 2026 or as soon as
possible thereafter
*underlying applicants who apply for Ordinary Shares pursuant to the Retail Offer will not receive share certificates.
The dates and times specified are subject to change subject to agreement between the Company, the Investment Adviser and Cavendish. All references to times in this document are to London time unless otherwise stated. Any changes to the expected timetable will be notified by the Company via a Regulatory Information Service
Subsequent Issues under the Share Issuance Programme
Share Issuance Programme opens 16 January 2026
Admission and crediting of CREST stock accounts in respect of each Subsequent Issue
Share certificates despatched in respect of Shares issued pursuant to the Share Issuance Programme (where applicable)*
Share Issuance Programme closes and last date for Shares to be admitted pursuant to the Share Issuance Programme
as soon as practicable following the allotment of each Subsequent Issue pursuant to the Share Issuance Programme
as soon as practicable following the allotment of Shares pursuant to the Share Issuance Programme
15 January 2027
*Underlying applicants who apply for Shares pursuant to any Subsequent Retail Offer will not receive share certificates.
The dates and times specified are subject to change subject to agreement between the Company, the Investment Adviser and Cavendish. All references to times in this document are to London time unless otherwise stated. Any changes to the expected timetable will be notified by the Company via the Regulatory Information Service.
PART 1
LETTER FROM THE CHAIRMAN
(Incorporated and registered in England and Wales with registered number 10395804 and registered as an investment company within the meaning of section 833 of the Companies Act 2006)
Directors:
John Newlands (Chairman) Dr Sameer Al Ansari Matthew Harris
Ian McElroy Douglas Noble
Registered office: Hamilton Centre Rodney Way Chelmsford CM1 3BY
16 January 2026
Dear Shareholder
INTRODUCTION
The Company was launched as a closed-ended investment fund in January 2017 and is a property-backed lending fund providing finance to commercial and residential real estate developers, predominantly over land/or real estate.
The Company is substantially invested and the Investment Adviser is still generating new investment opportunities. As announced on 9 July 2025, the Company is proposing to change its investment objective and investment policy and potentially raise further capital to enhance Shareholder value through a broader, more diversified portfolio of investments predominantly focussed in the North East of England. The revised investment objective and investment policy supports the Company's objective to deliver consistent and stable income and the potential for attractive total returns over the medium to long term. The changes will also enable the Company to allocate the capital that it intends to raise across a wider range of asset classes while continuing to focus on areas where the investment team has deep expertise and strong regional insight.
Initial Issue and Share Issuance Programme
As announced earlier today, the Company is targeting a fundraise of up to £58 million (gross) through the issue of Ordinary Shares pursuant to the Initial Issue comprising the Initial Offer for Subscription and Retail Offer at a price of 81.6 pence per Ordinary Share. Thereafter, the Board intends to implement the Share Issuance Programme to raise additional capital for further investment in accordance with the Company's proposed new investment objective and investment policy. The Company has also today published the Prospectus in connection with the Initial Issue and the Share Issuance Programme. The Initial Issue and the Share Issuance Programme are both conditional upon Shareholders approving the proposed investment policy.
The Board is seeking Shareholder approval to, inter alia, issue non-pre-emptively up to 368 million Ordinary Shares and/or C Shares in aggregate in connection with the Initial Issue and the Share Issuance Programme. Further details in respect of the Initial Issue and the Share Issuance Programme are set out in paragraph 3 below.
Proposed amendments to the Company's investment objective and investment policy
The Board is seeking Shareholder approval for amendments to the Company's investment objective and investment policy. The proposed changes to the investment objective and investment policy will enable the Company to take advantage of a growing investment opportunity in the North East, which is increasingly recognised as a highly investable UK region, offering innovation in sectors such as healthcare and technology, a growing base of skilled talent, attractive entry pricing and attractive rental yields. Currently the Company is restricted to a single asset class: debt predominantly secured over land and real estate. To capitalise on the range of opportunities available in the North East, the Board wishes to widen this approach to multiple assets and provide investors with diversification and attractive total returns over the medium to long term. The Company is seeking to evolve into a multi-asset strategy, pursuing investments across three core areas:
(i) real estate lending; (ii) commercial real estate; and (iii) residential real estate. Further details on the proposed changes to the investment objective and investment policy are set out in paragraph 4 below.
The proposed amendments of the Company's investment objective and investment policy are set out in full in Part 2 of this document. Changes and additions to the investment objective and investment policy are indicated with strike-through and underlining.
Proposed general authority to allot Ordinary Shares
On 1 May 2025, at the Company's annual general meeting, Shareholders voted to approve:
a general authority for the Directors to allot shares in the Company or grant rights to subscribe for or convert into shares in the Company up to an aggregate nominal amount of £49,956; and
the authority for the Directors to allot the shares referred to in (i) above on a non-pre-emptive basis as if section 561 of the Companies Act did not apply to any such allotment or sale,
with such authorities to expire on 1 August 2025 or, if earlier, the next annual general meeting.
In accordance with standard market practice, such authority should have been approved so as to expire on 1 August 2026 or, if earlier, the Company's next annual general meeting.
The Board is seeking Shareholder approval to put in place the authorities to generally allot or grant rights to subscribe for or convert into shares in the Company up to an aggregate nominal amount of
£49,956 shares on a non-pre-emptive basis, with such authorities to expire on 1 August 2026 or, if earlier, the Company's next annual general meeting. Such general authorities would be in addition to the resolutions required to allot Shares on a non-pre-emptive basis in connection with the Initial Issue and the Share Issuance Programme.
Proposed authority to buyback Ordinary Shares and C Shares
Should the Company issue shares in connection with the Initial Issue and/or the Share Issuance Programme, the Directors are also seeking Shareholder approval to buyback up to (i) 14.99 per cent. of the Ordinary Shares in issue immediately following Initial Admission (in the case of the Initial Issue) and (ii) 14.99 per cent. of the Ordinary and/or C Shares in issue immediately following a Subsequent Admission. Resolution 6 seeks Shareholder approval of the authority to buyback Ordinary Shares in issue immediately following Initial Admission, such authority to expire on the earlier of 1 August 2026 and the Company's next annual general meeting. Resolution 7 seeks Shareholder approval of the authority to buyback Ordinary Shares and/or C Shares in issue immediately following a Subsequent Admission, such authority to expire on the earlier of 1 August 2026 and the Company's next annual general meeting.
Proposed adoption of new Articles of Association (the "New Articles") to change the year of the Company's continuation resolution to 2028
Pursuant to the current Articles, the Company is required to hold a continuation resolution every three years at its annual general meeting. Shareholders previously voted for the Company to continue as presently constituted at the annual general meeting held in 2024, with the next continuation resolution to be put to Shareholders at the annual general meeting to take place in 2027.
In light of the proposed changes to the Company's investment objective and investment policy and the associated Initial Issue and Share Issuance Programme, the Directors are proposing to adopt New Articles such that the next continuation resolution will be put to Shareholders at the annual general meeting to be held in 2028. The Directors believe that this will provide Shareholders with a greater opportunity to evaluate the Company's implementation of the proposed new investment objective and investment policy (if approved by Shareholders), given the time it is expected to take in order to deploy the proceeds of the Initial Issue and the Share Issuance Programme.
The New Articles will be available for inspection on the Company's website, https://www.developnorth.co.uk, from the date of this document until the close of the General Meeting, and will also be available for inspection at the venue of the General Meeting from fifteen minutes before and during the General Meeting. Should it not be possible to view the proposed New Articles at the registered office then an electronic copy can also be requested from the Company Secretary by
writing to Apex Fund Administration Services (UK) Limited, Hamilton Centre, Rodney Way, Chelmsford, CM1 3BY or emailing cosec-uk@apexgroup.com.
The implementation of the Initial Issue and the Share Issuance Programme and the proposed changes to the investment objective and investment policy require the approval of Shareholders and the Directors are accordingly convening the General Meeting to seek this approval from the Shareholders. The General Meeting will be held at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London, SE1 2AU on Wednesday, 18 February 2026 at 12 noon. The formal notice convening the General Meeting is set out on pages 25 to 30 of this document.
The Resolutions that will be put to Shareholders at the General Meeting are to:
authorise the allotment of up to 368 million Ordinary Shares and/or C Shares in connection with the Initial Issue and Share Issuance Programme, conditional on Shareholders approving Resolution 3 (Resolution 1);
subject to the passing of Resolution 1, disapply statutory pre-emption rights otherwise applicable to the allotment of 368 million Ordinary Shares and/or C Shares issued pursuant to the Initial Issue and the Share Issuance Programme such that Ordinary Shares and/or C Shares do not first have to be offered to Shareholders in proportion to their holdings of Ordinary Shares and/or C Shares (as the case may be) (Resolution 2);
approve the proposed changes to the Company's investment objective and investment policy (Resolution 3);
approve the renewal of the Company's general authority to allot Ordinary Shares in the Company and to grant rights to subscribe for or convert any security into Ordinary Shares in the Company up to an aggregate nominal amount of £49,956 (Resolution 4);
approve the renewal of the disapplication of the statutory pre-emption rights otherwise applicable to the allotment of Ordinary Shares issued pursuant to Resolution 4 such that such Ordinary Shares doe not first have to be offered to Shareholders in proportion to their holdings of Ordinary Shares (Resolution 5);
authorise the repurchase of up to 14.99 per cent. of the Ordinary Shares in issue immediately following Initial Admission (Resolution 6);
authorise the repurchase of up to 14.99 per cent. of the Ordinary Shares and/or C Shares in issue immediately following a Subsequent Admission (Resolution 7); and
adopt the New Articles such that the next continuation resolution will take place at the Company's annual general meeting in 2028 (Resolution 8).
(together, the "Proposals").
The purpose of this document is to provide Shareholders with details of the Proposals and to set out the reasons why the Directors are recommending that Shareholders vote in favour of the Resolutions at the General Meeting.
BACKGROUND TO AND REASONS FOR THE INITIAL ISSUE AND THE SHARE ISSUANCE PROGRAMME
The Company intends to raise up to £58 million (before expenses) through the Initial Issue to execute its proposed new investment strategy, which includes investments in commercial and residential property in addition to its existing strategy of real estate lending. The Investment Adviser has identified an attractive pipeline of assets which are consistent with the Company's proposed new investment objective and policy. To take advantage of these opportunities, the Board announced on 9 July 2025 that it was considering a fundraise.
The Directors intend to use the Initial Net Proceeds to purchase investments which are consistent with the Company's proposed new investment objective and investment policy.
The Investment Adviser team has identified over £175 million of immediately available opportunities applicable to the proposed new investment strategy, details of which are set out in paragraph 4 of Part 3 of the Registration Document (the "Pipeline Assets").
The Share Issuance Programme is being implemented to enable the Company to raise additional capital in the period from 16 January 2026 to 15 January 2027 for the purpose of investment in
accordance with the Company's proposed new investment objective and policy and take advantage of investment opportunities as they arise.
There can be no assurance that any of the available Pipeline Assets will be purchased or funded by the Company. The Company will, in any event, continue to evaluate other potential investments in accordance with the proposed new investment policy (subject to the investment policy being approved at the General Meeting).
Authority for the Initial Issue and the Share Issuance Programme
The Initial Issue requires the approval of Shareholders to grant the Directors authority to allot the Ordinary Shares and also to disapply statutory pre-emption rights. The Initial Issue is also conditional upon Shareholders approving the proposed new investment objective and investment policy at the General Meeting. The Share Issuance Programme requires the approval of Shareholders to grant the Directors authority to allot the Ordinary Shares and/or the C Shares and also to disapply statutory pre-emption rights. The Share Issuance Programme is conditional upon Shareholders approving the proposed new investment objective and investment policy at the General Meeting. The Initial Issue and the Share Issuance Programme are therefore conditional on the passing of Resolutions 1, 2 and 3.
Resolution 1, if passed and conditional upon the passing of Resolution 3, will give the Directors the authority to allot up to 368 million Ordinary Shares and/or C Shares in aggregate pursuant to the Initial Issue and the Share Issuance Programme on a non-pre-emptive basis.
In order for the Directors to issue Ordinary Shares and/or C Shares for cash pursuant to the Initial Issue and/or the Share Issuance Programme free of statutory pre-emption rights, such pre-emption rights must be disapplied. Shareholders are therefore being asked to approve, by way of special resolution at the General Meeting, the disapplication of statutory pre-emption rights in respect of the issue of up to 368 million Ordinary Shares and/or C Shares in aggregate pursuant to the Initial Issue and the Share Issuance Programme. Resolution 2 will become effective only if Resolutions 1 and 3 are also passed.
Accordingly, if both Resolutions 1 and 2 are passed (and conditional on the passing of Resolution 3), the Directors will be authorised to issue up to 368 million Ordinary Shares and/or C Shares in aggregate for cash on a non-pre-emptive basis pursuant to the Initial Issue and the Share Issuance Programme, in addition to the Company's existing authorities and additional authorities to be passed at the General Meeting.
The Ordinary Shares to be issued pursuant to the Initial Issue and/or the Share Issuance Programme will rank pari passu in all respects with the Ordinary Shares then in issue (save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the allotment of the relevant new Ordinary Shares).
Any C Shares to be issued pursuant to the Share Issuance Programme will rank pari passu in all respects with any C Shares of the same class then in issue.
The new Ordinary Shares to be issued pursuant to the Initial Issue will be not entitled to the fourth interim dividend payable in respect of the year ending 30 November 2025 (if declared). The first dividend to which holders of new Ordinary Shares to be issued pursuant to the Initial Issue will be entitled will be the first interim dividend (if declared) in respect of the year ending 30 November 2026.
The authorities conferred by Resolutions 1 and 2, if passed, will lapse on 15 January 2027 being the anticipated latest date for issuing Ordinary Shares and/or C Shares pursuant to the Share Issuance Programme.
If Resolutions 1 and 2 are not passed, and if in addition Resolutions 4 and 5 are not passed, the Company may not issue any Ordinary Shares and/or C Shares on a non-pre-emptive basis.
THE INITIAL ISSUE AND THE SHARE ISSUANCE PROGRAMME
The Initial Issue
The Initial Issue was announced today and will close on 30 March 2026. The Initial Issue Price is
81.6 pence per Ordinary Share. For the purposes of the calculation of the Issue Price, account has been taken of the unaudited Net Asset Value per Ordinary Share as at 30 November 2025 and an
additional premium has been applied to at least cover the costs of the Initial Issue and to reflect the first dividend to which holders of new Ordinary Shares issued pursuant to the Initial Issue will be entitled, being the first interim dividend (if declared) in respect of the year ending 30 November 2026. The target number of Ordinary Shares to be issued pursuant to the Initial Issue is 71,078,000 Ordinary Shares and the target initial gross proceeds is approximately £58 million. The number of Ordinary Shares to be issued pursuant to the Initial Issue is not known as at the date of this document but it will be notified by the Company via a Regulatory Information Service prior to Initial Admission.
The Initial Issue is conditional upon, inter alia:
the passing of Resolutions 1 and 2;
the passing of Resolution 3;
Initial Admission occurring not later than 8.00 a.m. on 2 April 2026 or such later time and/or date as the Company, the Investment Adviser and Cavendish may agree; and
the Share Issuance Agreement not having been terminated prior to Initial Admission. If any of these conditions are not met, the Initial Issue will not proceed.
It is anticipated that dealings in Ordinary Shares issued pursuant to the Initial Issue will commence on 2 April 2026. Applications will be made to the FCA and the London Stock Exchange for all of the Ordinary Shares of the Company issued pursuant to the Initial Issue to be admitted to the closed-ended investment funds category of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that Initial Admission will become effective and dealings will commence in the Ordinary Shares at 8.00 a.m. on 2 April 2026. If any Ordinary Shares are issued in certificated form it is expected that share certificates will be despatched no later than during the week commencing 13 April 2026 (or as soon as possible thereafter). No temporary documents of title will be issued.
On the assumption that Initial Gross Proceeds of £58 million are raised pursuant to the Initial Issue, the expenses payable by the Company are not expected to exceed £2.2 million (being 3.8 per cent. of the Initial Gross Proceeds), resulting in Initial Net Proceeds of approximately £55.8 million.
The Initial Issue is being made by way of the Initial Offer for Subscription and the Retail Offer. Further details of the Initial Issue are included in the Prospectus.
The Initial Offer for Subscription
Ordinary Shares will be made available under the Initial Offer for Subscription.
The terms and conditions of application under the Initial Offer for Subscription are set out in Part 5 of the Securities Note. The Offer for Subscription is not underwritten.
The Retail Offer
Ordinary Shares will be made available under Retail Offer.
Investors may apply to any one of the Intermediaries to be accepted as their client in respect of the Retail Offer. Only the Intermediaries' retail investor clients in the United Kingdom are eligible to participate in the Retail Offer.
Further details on the Retail Offer are included in paragraph 5 of Part 1 of the Securities Note.
The Share Issuance Programme
Following completion of the Initial Issue, the Directors intend to implement the Share Issuance Programme to raise additional capital for further investment in accordance with the Company proposed new investment objective and investment policy.
The allotment of Ordinary Shares and/or C Shares under the Share Issuance Programme may take place at any time following the Initial Issue, from 8.00 a.m. on 2 April 2026 until 8.00 a.m. on the final closing date of 15 January 2027 (or any earlier date on which it is fully subscribed). The size and frequency of each Subsequent Issue, and of each placing, offer for subscription and retail offer component of each Subsequent Issue, will be determined at the sole discretion of the Company in consultation with Cavendish.
As at the date of this document, the actual number of Shares to be issued under the Share Issuance Programme is not known and the maximum number of Shares available under the Share Issuance Programme should not be taken as an indication of the number of Shares finally to be issued. An announcement of each Subsequent Issue under the Share Issuance Programme will be released through a Regulatory Information Service, including details of the type of Share (Ordinary Share or C Share), number of Shares to be allotted, the method of issuing the Shares and the method for calculation of the relevant Share Issuance Programme Price for the allotment.
Each allotment and issue of Ordinary Shares and/or C Shares under a Subsequent Issue is conditional, inter alia, on:
Resolutions 1 and 2 being passed at the General Meeting;
Resolution 3 being passed at the General Meeting;
the Share Issuance Programme Price being determined by the Directors as described below;
Admission of the Ordinary Shares and/or C Shares (as the case may be) being issued pursuant to such Subsequent Issue occurring not later than 8.00 a.m. on such date as may be agreed between the Company and Cavendish, not being later than 15 January 2027;
a valid supplementary prospectus, supplement to the Registration Document, Future Summary and/or Future Securities Note being published by the Company if such is required by the Prospectus Regulation Rules or the PRM; and
the Share Issuance Agreement being otherwise unconditional in respect of the relevant Subsequent Issue in all respects and not having been terminated on or before the date of the relevant Subsequent Admission.
In circumstances in which the conditions to a Subsequent Issue are not fully met, the relevant Subsequent Issue of Shares pursuant to the Share Issuance Programme will not take place.
The net proceeds of each Subsequent Issue under the Share Issuance Programme will depend, inter alia, on the level of subscriptions received, the price at which such Shares are issued and the costs of the relevant Subsequent Issue. The Share Issuance Programme Price will, in the case of an issue of Ordinary Shares, be calculated by reference to the applicable Net Asset Value per Ordinary Share together with a premium intended to cover the costs and expenses of any Subsequent Issue (including, without limitation, any placing commissions). The issue price of any C Shares issued pursuant to the Share Issuance Programme will be 100 pence per C Share.
Application will be made to the FCA and the London Stock Exchange for all of the Shares issued pursuant to the Share Issuance Programme to be admitted to the closed-ended investment funds category of the Official List and to trading on the London Stock Exchange's main market for listed securities. The issue of Shares pursuant to the Share Issuance Programme is at the discretion of the Directors.
Treasury Shares
1,945,862 Ordinary Shares are held in treasury as at the date of this document.
CREST
The Ordinary Shares to be issued pursuant to the Initial Issue and the Ordinary Shares and/or C Shares to be issued pursuant to the Share Issuance Programme will be issued in registered form. CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by written instrument. The Articles permit the holding of Shares under the CREST system. The Company shall apply for the Shares offered under the Initial Issue and the Share Issuance Programme to be admitted to CREST. Accordingly, settlement of transactions in the Shares following the relevant Admission may take place within the CREST system if any holder of such Shares to wishes.
AMENDMENTS TO THE INVESTMENT OBJECTIVE AND INVESTMENT POLICY
A resolution (Resolution 3) will be put forward at the General Meeting to seek approval from Shareholders to amend the current investment objective and investment policy to widen the scope of the Company's investments from development funding loans to a broader portfolio of (i) real
estate lending, (ii) commercial real estate and (iii) residential real estate, with a predominant focus on the North East of England.
Current Investment Focus
The Company currently seeks to achieve its investment objective through a diversified portfolio of
fixed rate loans predominantly secured over land and/or property in the UK.
The Company attempts to reduce downside risk by focusing on secured debt with both quality collateral and contractual protection. Investments are primarily made through senior secured loans, although other loans such as bridging loans, subordinated loans, selected loan financings and other debt instruments may be considered if appropriate. Typical loan terms are between one and five years, although the Company retains discretion to make investments for shorter or longer periods.
The Company typically seeks to originate debt where the effective loan to real estate value ratio of investment is between 40 per cent. and 100 per cent. at the time of origination. The Company typically seeks a blended LTV across the portfolio of no more than 75 per cent.
The Company's portfolio is intended to be diversified by sector and is split between:
regional residential housebuilding across the UK, with a preliminary focus on non-London based property;
small to medium commercial property development across the UK primarily focusing on small serviced office space, hotel development and wedding and conferencing venues; and
direct sale and leaseback vehicles primarily operating in the professional sectors of dentists, accountants, solicitors and finance professionals.
Proposed Investment Focus
The Board propose to amend the Company's investment objective and investment policy in order to take advantage of a distinctive opportunity in a region, the North East of England, that is at the beginning of a new growth cycle, has a high yield property market and is the subject of a devolution deal. It is believed that the development and expansion of, and the enhanced liquidity in, the region provides a significant opportunity for the Company to take advantage of a range of potential new investments for the Company to pursue. The Company therefore proposes to expand the range and type of investments that it makes to include the following:
Real Estate Lending
Focussed on creating a diversified portfolio of fixed rate loans predominantly secured over land and/ or property real estate predominantly in the North East. The Company will seek to reduce downside risk by focusing on secured debt with both quality collateral and contractual protection, off market and discounted property transactions and income generating assets. Investments will be made primarily through senior secured loans positions although other assets such as bridging loans, subordinated loans, selected loan financing and other investment instruments may be considered.
There will be sector diversification, with a focus on residential housebuilding, small to medium commercial property development (including office developments, hotel developments, industrial units and wedding and conferencing venues) and direct sale and leaseback vehicles primarily operating in the professional sectors of healthcare, accountants, solicitors and finance professionals, and a typical loan term of one to five years (with discretion to make investments for shorter or longer periods).
The Company will typically seek to originate debt where the effective loan to real estate value ratio of any investment is between 40 per cent. and 100 per cent. at the time of origination. Once fully invested, a blended LTV across the real estate lending strategy of no more than 75 per cent. (based on the initial valuations at the time of loan origination) will be sought and no more than
50 per cent. of the strategy will be allocated to subordinated loans, calculated at the time of investments and/or subsequent subordination. These limits exclude any intra-group loans that are made by the Company to the other asset classes listed below. The real estate lending strategy will represent 20 - 50 per cent. of the Company's total assets.
The Company has appointed Tier One Capital FM Limited to act as asset manager for the Company's debt lending portfolio. Further details on Tier Once Capital FM Limited are included in paragraph 3 of Part 5 of the Registration Document.
Commercial Real Estate
This strategy will focus on creating a portfolio of assets diversified by size and location of assets predominantly within the North East, and by use classes including office, logistics, retail and other commercial property uses.
The Company will, when required, finance refurbishments and invest capital to upgrade property and install environmental improvements to attract occupiers and increase rents.
The commercial real estate strategy will represent 20 - 50 per cent. of the Company's total assets.
The Company has appointed Broadoak Asset Management Ltd to act as asset manager for the Company's commercial property portfolio. Further details on Broadoak Asset Management Ltd are included in paragraph 3 of Part 5 of the Registration Document.
Residential Real Estate
This strategy will focus predominantly on assets to lease to social care providers predominantly in the North East, including local authority, charities and non-profit organisations and community interest companies, with the balance of assets in the strategy deployed in the private rented sector. The focus will be on freehold or leasehold property, including single-family homes, apartments, and purpose-built or adapted housing for social care needs.
The residential real estate strategy will represent 20 - 50 per cent. of the Company's total assets.
Allocation to the three strategies will take effect from the date on which the Company's Net Asset Value equals or exceeds £100 million for the first time. Prior to this, and noting that this will require the Company to raise further capital: (a) the Company's assets will be invested in a manner consistent with achieving the allocation ranges when the Net Asset Value reaches £100 million; and
the portfolio may have allocations to one or more of the three asset classes that are greater or less than the stated range.
The Company has appointed Homes or Houses Limited to act as asset manager for the Company's residential property portfolio. Further details on Homes or Houses Limited are included in paragraph 3 of Part 5 of the Registration Document.
Borrowing Limits
Under the current investment policy, the Company is permitted to use gearing with a limit of 35 per cent. of the Net Asset Value at the time of drawdown. The proposed investment policy sets borrowing limits dependent on strategy:
Real Estate Lending: borrowings will be limited to 50 per cent. of the value of the loan book, calculated at time of drawdown;
Commercial Real Estate: borrowings will be limited, on an individual asset basis, to a maximum of 75 per cent. of the value, calculated at the time of investment; and
Residential Real Estate: borrowings will be limited, on an individual asset basis, to a maximum of 75 per cent. of the value, calculated at the time of investment.
Investment Restrictions
Alongside the allocation limits set out above, no more than 20 per cent. of total assets will be invested in a single investment, nor will it have more than 20 per cent. of its total assets exposed to any one group or entity.
The Company will also not co-invest more than 20 per cent. of its total assets alongside a single co-investor entity or group, save where the Company is not exposed to the performance or fulfilment of the co-investor's obligations in respect of the relevant asset(s).
The Company will observe the following investment restrictions within the real estate lending strategy:
no more than 30 per cent. of relevant net assets1will be exposed to direct sale and leaseback vehicles, at the time of investment;
1Refers to the net assets of the real estate lending strategy only.
no more than 50 per cent. of relevant net assets4will be exposed to subordinated loans, calculated at time of investment and/or subsequent subordination;
no more than 50 per cent. of the relevant net assets4will be exposed to bridging loans, selected loan financings and other debt instruments, calculated at the time of investment; and
no more than 5 per cent. of the relevant net assets4will be exposed to unsecured loans, calculated at the time of investment.
The proposed amendments of the Company's new investment objective and investment policy are set out in full in Part 2 of this document. Changes and additions to the investment objective and investment policy are indicated with underlining.
The FCA has approved the proposed new investment objective and investment policy under the UK Listing Rules. Adoption of the proposed new investment objective and investment policy is subject to Shareholder approval at the General Meeting.
BENEFITS OF THE PROPOSALS
The Directors believe that the Proposals have the following principal benefits for Shareholders:
the net proceeds of the Initial Issue will be used to invest in assets which will enable the Company to grow its portfolio pursuant to the Company's revised investment strategy thereby adding further diversification to its assets;
the net proceeds of the Share Issuance Programme will be used to invest in assets which will enable the Company to grow its portfolio pursuant to the Company's revised investment strategy thereby adding further diversification to its assets;
it allows the Company to tailor future equity issuance, subject to demand, to its near-term pipeline, providing flexibility and minimising cash drag;
it enables the Company to raise additional capital quickly, subject to demand, in order to take advantage of discrete pipeline investment opportunities;
an increase in the size of the Company is expected to improve liquidity of the Ordinary Shares. This should enhance the marketability of the Company and should result in a broader investor base over the longer term;
an increase in the size of the Company will mean that the fixed costs of operating the Company are spread over a larger asset base, thereby reducing the Company's on-going charges per Share;
the option to issue C Shares will avoid dilution of existing holdings until at least 85 per cent. of the proceeds of any C Share issue are deployed; existing holders would therefore not be participating in a portfolio containing a substantial amount of un-invested cash before the
conversion of any C Shares in issue; and
the adoption of the proposed new investment objective and policy will enable the Company to take advantage of the new era dawning in the North East of England, where strong political
and economic tailwinds are driving regional investment and political devolution and recent cornerstone investments are expected to deliver a transformative period of growth that will help drive the regional real estate sector.
CONSIDERATIONS ASSOCIATED WITH THE PROPOSALS
Shareholders should have regard to the following when considering the Proposals:
there is no guarantee that the changes to the Company's investment objective and investment policy will provide the returns sought by Shareholders. There can be no guarantee that the Company will achieve its investment objective or target returns to Shareholders;
assuming 368 million Shares are issued pursuant to the Initial Issue and the Share Issuance Programme (being the maximum number of Shares that the Directors would be authorised to issue thereunder) a Shareholder holding 1 per cent. of all Shares currently in issue under the
Initial Issue or Share Issuance Programme would hold 0.06 per cent. of all Shares in issue immediately following the final closing date of the Share Issuance Programme. It should be noted that the above calculation assumes that if any classes of C Shares are issued, each of
the relevant conversion ratios will be 1:1. It should be noted that, however, on conversion of any class of C Shares, any dilution resulting from the issue of C Shares may increase or decrease depending on the actual conversion ratio used for such conversion;
the Ordinary Shares issued pursuant to the Initial Issue and/or the Ordinary Shares and/or C Shares issued pursuant to any Subsequent Issue under the Share Issuance Programme will rank pari passu with the existing Shares then in issue (save for any dividends or other
distributions declared, made or paid on the Shares by reference to a record date prior to the allotment of the relevant Shares). The new Ordinary Shares to be issued pursuant to the Initial Issue will not be entitled to the fourth interim dividend payable in respect of the year ending 30 November 2025 (if declared). The first dividend to which holders of new Ordinary Shares to be issued pursuant to the Initial Issue will be entitled will be the first interim dividend (if declared) in respect of the year ending 30 November 2026;
no assurance can be given that the Investment Adviser or asset managers appointed by the Company will be able to secure suitable investment opportunities nor that any of the Pipeline Assets identified by the Investment Adviser or an asset manager will remain available for
purchase after Initial Admission and/or any Subsequent Admission;
there can be no guarantee that a liquid market for the Shares may be maintained or that the Shares will trade at prices close to their underlying Net Asset Value; and
the market price of the Shares, like shares in all investment companies, may fluctuate independently of their underlying Net Asset Value and may trade at a discount or premium to the Net Asset Value at different times, depending on factors such as supply and demand for
the Shares, market conditions and general investor sentiment.
Your attention is also drawn to the Risk Factors as set out on pages 5 to 18 of the Registration Document and pages 7 to 10 of the Securities Note.
GENERAL MEETING
The Proposals are conditional on the approval by Shareholders of the Resolutions to be proposed at the General Meeting.
A Notice of General Meeting of the Company, which will be held at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London, SE1 2AU on Wednesday, 18 February 2026 at 12 noon is set out on pages 25 to 30 of this document. You are advised to read the whole of this document, including the Notice of General Meeting, and not to rely solely on the information contained in this letter.
Shareholders are encouraged to take the recommended action before the General Meeting as set out at paragraph 9 of this letter, which includes voting, whether online, via CREST or by a hard copy Form of Proxy in accordance with the instructions contained therein.
Resolution 1, which will be proposed at the General Meeting as an ordinary resolution, will, if passed, give the directors the authority to issue up to 368 million Ordinary Shares and/or C Shares in connection with the Initial Issue and Share Issuance Programme, conditional upon the passing of Resolution 3.
Resolution 2, which will be proposed at the General Meeting as a special resolution, will, if passed, give the directors the authority to issue up to 368 million Ordinary Shares and/or C Shares in connection with the Initial Issue and Share Issuance Programme on a non-pre-emptive basis.
Resolution 3, which will be proposed as an ordinary resolution, will, if passed, approve the proposed amendments to the Company's investment objective and investment policy explained in paragraph 4 above and the proposed amendments of the Company's new investment objective and investment policy are set out in full in Part 2 of this document. Changes and additions to the investment objective and investment policy are indicated with underlining.
Resolutions 4 and 5, which will be proposed at the General Meeting as an ordinary resolution and a special resolution respectively, will, if passed give the Directors' a general authority to issue shares in the Company or grant rights to subscribe for or convert into shares in the Company up to an aggregate nominal amount of £49,956 on a non-pre-emptive basis (this will be in addition to the non-pre-emptive allotment authorities set out in Resolutions 1 and 2 above).
Resolution 6, which will be proposed at the General Meeting as a special resolution, will, if passed give the Directors' the authority to repurchase up to 14.99 per cent. of the Ordinary Shares in issue immediately following Initial Admission.
Resolution 7, which will be proposed at the General Meeting as a special resolution, will, if passed give the Directors' the authority to repurchase up to 14.99 per cent. of the C Shares in issue immediately following a Subsequent Admission.
Resolution 8, which will be proposed at the General Meeting as a special resolution, will, if passed see the New Articles adopted such that the Company's next continuation resolution will be put to Shareholders at the annual general meeting to be held in 2028.
An ordinary resolution requires a simple majority of the votes cast in order to be passed. A special resolution requires a majority of at least 75 per cent. of the votes case in order to be passed.
The Resolutions will be voted on by way of a poll. The Board believes a poll is more representative of Shareholders' voting intentions because Shareholders' votes are counted according to the number of Ordinary Shares held and all votes validly tendered are taken into account.
The quorum for the General Meeting shall be two persons entitled to attend and to vote on the business to be transacted, each being a Shareholder so entitled or a proxy for a Shareholder so entitled or a duly authorised representative of a corporation which is a Shareholder so entitled. In the event that the General Meeting is adjourned because a quorum is not present by the time specified in the Articles, at such adjourned General Meeting the quorum shall be one person entitled to attend and to vote on the business to be transacted, being a Shareholder so entitled or proxy for a Shareholder so entitled or duly authorised representative of a corporation which is a Shareholder so entitled.
As soon as practicable following the General Meeting, the results of the voting will be announced via a Regulatory Information Service and also placed on the Company's website, https://www.developnorth.co.uk.
ACTION TO BE TAKEN
To vote by proxy, Shareholders should follow the instructions set out in this section headed "Action to be Taken" and the Notice of General Meeting. All Shareholders are recommended to vote by proxy in advance of the General Meeting and to appoint the Chair of the meeting as their proxy. This will ensure that Shareholders' votes will be counted even if they (or any appointed proxy) are not able to attend. All votes will be taken by poll so that all proxy votes are counted.
A Shareholder can appoint a proxy by:
completing the Form of Proxy enclosed with this document and returning it to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY; or
visiting https://www.investorcentre.co.uk/eproxy and following the instructions; or
in the case of Shareholders holding their Ordinary Shares in uncertificated form (i.e. in CREST), by lodging a proxy appointment through CREST in accordance with the procedures set out in the CREST Manual.
In each case, the proxy appointments must be received by the Registrar as soon as possible and, in any event, so as to arrive by no later than 48 hours (excluding non-working days) before the time of the General Meeting.
Completion and return of a proxy appointment (whether online, via a CREST Proxy Instruction or by a hard copy Form of Proxy) will not prevent you from attending and voting in person at the General Meeting should you wish to do so.
Further details regarding the appointment of proxies are set out in the Notice of General Meeting in Part 4 (Notice of General Meeting) of this document.
RECOMMENDATION TO SHAREHOLDERS
The Board considers that the Proposals are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting. The
Directors intend to vote in favour of the Resolutions in respect of their own holdings of Ordinary Shares, amounting to 148,329 Ordinary Shares in aggregate (representing approximately 0.55 per cent. of the issued share capital of the Company as at the date of this document).
On behalf of the Board, thank you for your continued support of the Company. Yours faithfully
John Newlands
Chairman
PART 2
PROPOSED CHANGES TO THE INVESTMENT OBJECTIVE AND INVESTMENT POLICY
Investment objective
The Company's investment objective is to provide shareholders with a consistent and stable income and the potential for an attractive total return over the medium to long term, through a diversified portfolio of investments predominantly in the North East of England.
Investment policy
The Company's will seeks strategy to achieve its investment objective is to create a balanced portfolio of investments, diversified by asset class, that provides exposure to attractive assets and businesses predominantly in the North East of England. through: a diversified portfolio of fixed rate loans predominantly secured over land and/or property in the UK.
The Company will attempt to reduce downside risk by focusing on secured debt with both quality collateral and contractual protection.
The Company will make investments primarily through senior secured loans although other loans such as bridging loans, subordinated loans, selected loan financings and other debt instruments may be considered if appropriate.
The Company anticipates that the typical loan term will be between one and five years. The Company retains absolute discretion to make investments for either shorter or longer periods.
Loan to value
The Company will typically seek to originate debt where the effective loan to real estate value ratio of any investment is between 40 per cent. and 100 per cent. at the time of origination. The Company will typically seek to achieve a blended LTV across the Portfolio of no more than 75 per cent. (based on the initial valuations at the time of loan origination) once fully invested.
Sector
The Company's portfolio is intended to be appropriately diversified by sector and will be predominantly split between:
regional residential housebuilding across the UK, with a preliminary focus on non-London based property;
small to medium commercial property development across the UK primarily focusing on small serviced office space, hotel developments and wedding and conferencing venues; and
direct sale and leaseback vehicles primarily operating in the professional sectors of dentists, accountants, solicitors and finance professionals.
Investments will be focussed on three asset classes.
Real estate lending
The real estate lending strategy will focus on creating a diversified portfolio of fixed rate loans predominantly secured over land and/or property predominantly in the North East.
The Company will seek to reduce downside risk by focusing on secured debt with both quality collateral and contractual protection, off market and discounted property transactions, income generating assets.
The debt managers will make investments primarily through senior secured loans positions, although other assets such as bridging loans, subordinated loans, selected loan financings and other investment instruments may be considered if appropriate.
The Company's portfolio will be diversified by sector and will be predominantly split between residential housebuilding; small to medium commercial property development including but not limited to office developments, hotel developments, industrial units and wedding and conferencing venues; and direct sale and leaseback vehicles primarily operating in the professional sectors of healthcare, accountants, solicitors and finance professionals.
The typical loan term will be between one and five years, but discretion is retained also to make investments for either shorter or longer periods.
The Company will typically seek to originate debt where the effective loan to real estate value ratio of any investment is between 40 per cent. and 100 per cent. at the time of origination. The Company will typically seek to achieve a blended LTV across the real estate lending strategy of no more than 75 per cent. (based on the initial valuations at the time of loan origination) once fully invested. No more than 50 per cent. of the strategy will be allocated to subordinated loans, calculated at the time of investment and/or subsequent subordination. These limits exclude any intra-group loans that are made by the Company to the other asset classes listed in this Investment Policy.
The real estate lending strategy may use third party borrowing where it believes it will enhance Shareholder returns over the longer term. Borrowings will be limited to a maximum of 50 per cent of the value of the loan book, calculated at the time of drawdown.
The real estate lending strategy will represent 20-50 per cent. of the Company's total assets.
Commercial real estate
The commercial real estate strategy will focus on creating a portfolio of assets, diversified by size and location of assets predominantly within the North East, and by use classes including office, logistics, retail and other commercial property uses.
As well as income producing business models, when required, the Company will finance refurbishments and invest capital to upgrade property and install environmental improvements to attract occupiers and increase rents. The commercial real estate strategy may use third party borrowing where it believes it will enhance Shareholder returns over the longer term. Borrowings will be limited, on an individual asset basis, to a maximum of 75 per cent of the value, calculated at the time of investment.
The commercial real estate strategy will represent 20-50 per cent. of the Company's total assets.
Residential real estate
The residential real estate strategy will focus predominantly on assets to lease to social care providers predominantly in the North East, including Local Authority, charities and non-profit organisations and Community Interest Companies (CICs). The balance of the assets allocated to the strategy will be deployed in the private rented sector.
The focus will be on freehold or leasehold property, including single-family homes, apartments, and purpose-built or adapted housing for social care needs. The residential real estate strategy may use third party borrowing where it believes it will enhance Shareholder returns over the longer term. Borrowings will be limited, on an individual asset basis, to a maximum of 75 per cent of the value, calculated at the time of investment.
The residential real estate strategy will represent 20-50 per cent. of the Company's total assets.
The allocations to the three strategies stated above will take effect from the date on which the Net Asset Value equals or exceeds £100 million for the first time. Until such time, and noting that this will require the Company to raise further capital: (a) the Company's assets will be invested in a manner consistent with achieving the allocation ranges when the Net Asset Value reaches
£100 million and (b) the portfolio may have allocations to one or more of the three asset classes that are greater or less than the stated range.
Investment restrictions
The Company will invest no more than 20 per cent. of total assets in any single investment, nor will it have more than 20 per cent. of its total assets exposed to any one group or entity.
The Company will not co-invest more than 20 per cent. of its total assets alongside a single co-investor entity or group, save where the Company is not exposed to the performance or fulfilment of the co-investor's obligations in respect of the relevant asset(s).
The Company will observe the following investment restrictions within the real estate lending strategy:
no more than 30 per cent. of the relevant net assets2will be exposed to direct sale and leaseback vehicles, at the time of investment;
no more than 50 per cent. of the relevant net assets2will be exposed to subordinated loans, calculated at the time of investment and/or subsequent subordination;
no more than 50 per cent. of the relevant net assets2will be exposed to bridging loans, selected loan financings and other debt instruments, calculated at the time of investment; and
no more than 5 per cent. of the relevant net assets2will be exposed to unsecured loans, calculated at the time of investment.
Compliance with the borrowing limits, investment restrictions and the allocations to the three strategies will be measured at the time of investment and non-compliance resulting from changes in the price or value of the assets following investment will not be considered as a breach of the investment restrictions.
The company will not invest in other UK listed closed-ended investment companies. observe the following investment restrictions:
the Company will derive its income from a portfolio of not less than five loans;
no more than 100 per cent. of the Gross Asset Value will be exposed to the regional residential housebuilding sector, calculated at the time of investment;
no more than 100 per cent. of the Gross Asset Value will be exposed to the small to medium commercial property development sector, calculated at the time of investment;
no more than 30 per cent. of the Net Asset Value will be exposed to direct sale and leaseback vehicles, at the time of investment;
no more than 50 per cent. of the Net Asset Value will be exposed to subordinated loans, calculated at the time of investment and/or subsequent subordination;
no more than 50 per cent. of the Net Asset Value will be exposed to bridging loans, selected loan financings and other debt instruments, calculated at the time of investment;
no more than 5 per cent. of the Net Asset Value will be exposed to unsecured loans, calculated
at the time of investment;
no single investment, or aggregate investments secured on a single property or group of properties or connected with related borrowers, will exceed 20 per cent. of the Net Asset Value, calculated at the time of investment;
no more than 20 per cent. of the Net Asset Value will be exposed to any one borrower or related borrowers or developer or related developer entities calculated at the time of investment;
no more than 10 per cent. of the Net Asset Value will be exposed to any sector other than regional residential housebuilding and small to medium commercial property development and
direct sale and leaseback vehicles; and the Company will not invest in other listed closed-ended investment companies.
The Company will not invest in other listed closed-ended investment companies.
Borrowing
The Company may use gearing if it believes it will enhance Shareholder returns over the longer term. If the Company does decide to introduce gearing it would intend to limit the Company's borrowings to a maximum of 35 per cent. of the Net Asset Value at the time of drawdown.
The company's assets will all be located in the United Kingdom.
2Refers to the net assets of the real estate lending strategy only.
Definition of North East: The English counties of Northumberland, Tyne and Wear and County Durham, and the former county of Cleveland3.
Borrowing limit
The Company may use gearing where it believes it will enhance Shareholder returns over the longer term. Overall, external borrowings and other forms of gearing will be limited by each strategy as set out above. The Company may finance individual assets in part by external borrowings.
Co-investment
The Company may co-invest alongside other parties in respect of each of the three asset classes.
Cash management
The Company may from time-to-time have surplus cash. It is expected that any surplus cash will be temporarily invested in cash or cash equivalents, money market instruments, bonds, commercial paper or other debt obligations with banks or other counterparties having a single-A (or equivalent) or higher credit rating as determined by an internationally recognised rating agency or gilts or otherwise approved by the Board.
Use of derivatives and hedging
The Company may invest through derivatives for efficient portfolio management. In particular, the Company may engage in interest rate hedging or otherwise seek to mitigate the risk of interest rate increases as part of the Company's efficient portfolio management.
In the event of a breach of the investment policy or the investment restrictions set out above, the Investment Adviser shall inform the Directors upon becoming aware of the same and if the Directors consider the breach to be material, notification will be made to a Regulatory Information Service.
No material change will be made to the investment policy without the approval of Shareholders by ordinary resolution.
3As created in 1994, prior to Cleveland being subsumed into County Durham and North Yorkshire.
PART 3 DEFINITIONS
The following definitions apply throughout this document unless the context requires otherwise.
Articles the articles of association of the Company from time to time
Board the board of Directors of the Company
BookBuild BB Technology Limited
BookBuild Platform the online capital markets platform developed by BookBuild
Business Day a day (other than a Saturday or Sunday or public holiday in England and Wales) on which banks are open in London for general commercial business
Cavendish Cavendish Capital Markets Limited
C Shares C shares of £0.10 each in the capital of the Company
Companies Act the Companies Act 2006, as amended from time to time
Company Develop North PLC
Company Secretary Apex Fund Administration Services (UK) Limited
CREST the UK-based system for the paperless settlement of trades in listed securities and the holding of uncertificated listed securities operated by Euroclear in accordance with the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended from time to time
CREST Manual the manual published by Euroclear describing the CREST system, as amended from time to time
CREST Proxy Instruction a proxy appointment or instruction made using CREST,
authenticated in accordance with Euroclear's specifications and containing the information set out in the CREST Manual
Directors the directors of the Company from time to time
Disclosure Guidance and Transparency Rules
the Disclosure Guidance and Transparency Rules made by the FCA for the purposes of Part VI of FSMA
Euroclear Euroclear UK & International Limited, a private limited company incorporated in England and Wales with registered number 02878738 and having its registered office at 33 Cannon Street, London EC4M 5SB, the operator of CREST
FCA or Financial Conduct Authority
the Financial Conduct Authority of the UK, its predecessors or its successors from time to time, including, as applicable, in its capacity as the competent authority for the purposes of Part VI of FSMA
FCA Handbook the FCA handbook of rules and guidance, as amended from time to time
Form of Proxy the form of proxy circulated to Shareholders with this document in connection with the Resolutions to be proposed at the General Meeting
FSMA the Financial Services and Markets Act 2000, as amended from time to time
Future Securities Note a securities note to be issued in the future by the Company in
respect of each Subsequent Issue, if any, of Ordinary Shares and/or C Shares (other than pursuant to a Placing-Only Issue under the Share Issuance Programme) pursuant to the Share
Issuance Programme made pursuant to this Registration Document and subject to separate approval by the FCA
Future Summary a summary to be issued in the future by the Company in respect of
each Subsequent Issue, if any, of Ordinary Shares and/or C Shares (other than pursuant to a Placing-Only Issue under the Share Issuance Programme) pursuant to the Share Issuance Programme made pursuant to this Registration Document and subject to separate approval by the FCA
General Meeting the general meeting of the Company to be held at the offices of
Gowling WLG (UK) LLP, 4 More London Riverside, London, SE1 2AU, at 12 noon on 18 February 2026 (or any adjournment thereof), notice of which is set out in the Notice of General Meeting
Initial Admission admission of the new Ordinary Shares to be issued pursuant to
the Initial Issue: (i) to the closed-ended investment funds category of the Official List; and (ii) to trading on the London Stock Exchange's Main Market, becoming effective in accordance with the UK Listing Rules and the admission and disclosure standards of the London Stock Exchange
Initial Expenses the commissions, costs and expenses of the Company that are necessary for the Initial Issue and Initial Admission
Initial Issue the issue of Ordinary Shares pursuant to the Initial Offer for Subscription and Retail Offer
Initial Net Proceeds the proceeds of the Initial Issue after deduction of the Initial
Expenses
Initial Offer for Subscription the offer for subscription on Ordinary Shares pursuant to the Initial
Issue on the terms set out in the Securities Note
Intermediaries an intermediary appointed by Cavendish in its capacity as retail offer coordinator in connection with the Retail Offer and/or a Subsequent Retail Offer, and "Intermediary" shall mean any one of them
Investment Adviser Tier One Capital Ltd
Issue Price 81.6 pence, the price at which Ordinary Shares will be issued pursuant to the Initial Issue, being the Net Asset Value per Ordinary Share as at 30 November 2025 plus a premium to cover the Initial Expenses and to reflect the first dividend to which holders of new Ordinary Shares issued pursuant to the Initial Issue will be entitled, being the first interim dividend (if declared) in respect of the year ending 30 November 2026
London Stock Exchange London Stock Exchange plc, a public limited company
incorporated in England and Wales with registered number 02075721 and having its registered office at 10 Paternoster Square, London EC4M 7LS
NAV or Net Asset Value the value of the investments and other assets of the Company,
plus cash and debtors, less borrowings and other creditors
NAV per Ordinary Share or Net Asset Valuer per Ordinary Share
at any time the Net Asset Value attributable to the Ordinary Shares divided by the number of Ordinary Shares in issue (other than Ordinary Shares held in treasury) at the date of calculation
New Articles the new articles of association to be proposed to be adopted by the Company at the General Meeting
Notice of General Meeting the notice of the General Meeting, as set out in Part 4 (Notice of
General Meeting) of this document
Ordinary Shares the ordinary shares of £0.01 each in the capital of the Company
Placing-Only Issue a Subsequent Issue under the Share Issuance Programme which
comprises only a placing and does not include an offer for subscription, an intermediaries offer or an open offer component and, for the avoidance of doubt, excludes any other offer of securities which is not exempt from the requirement to produce a prospectus pursuant to section 85 of FSMA
PRM the Prospectus Rules: Admission to Trading on a Regulated Market Sourcebook set out in the FCA Handbook
Proposals the proposals described in this document
Prospectus the Registration Document together with this Securities Note and Summary or any Future Summary and Future Securities Note (in each case as may be supplemented from time to time by any supplementary prospectuses)
Prospectus Regulation Rules the prospectus regulation rules made by the FCA under section
73A of FSMA, as amended from time to time
Recommendation the unanimous Board recommendation set out at paragraph 9 of
Part 1 (Letter from the Chairman) of this document
Register of Members the Company's register of members
Registrar Computershare Investor Services PLC
Registration Document the registration document dated 16 January 2026 approved by the
FCA and issued by the Company in respect of the Initial Issue and the Share Issuance Programme
Regulatory Information Service
or RIS
the regulatory information service provided by the London Stock Exchange
Resolutions the resolutions to be proposed at the General Meeting in connection with the Proposals
Resolution 1 the ordinary resolution to be proposed to the General Meeting to grant the Directors authority to allot up to 368 million Ordinary Shares and/or C Shares in connection with the Initial Issue and the Share Issuance Programme
Resolution 2 the special resolution to be proposed to the General Meeting to disapply statutory pre-emption rights otherwise applicable to the allotment of up to 368 million Ordinary Shares and/or C Shares in connection with the Initial Issue and the Share Issuance Programme
Resolution 3 the ordinary resolution to be proposed to the General Meeting to amend the Company's investment objective and investment policy
Resolution 4 the ordinary resolution to be proposed to the General Meeting to grant the Directors a general authority to allot shares in the Company and to grant rights to subscribe for or convert any securities into shares in the Company up to an aggregate nominal amount of £49,956, in addition to any Shares allotted pursuant to the Initial Issue and the Share Issuance Programme
Resolution 5 the special resolution to be proposed to the General Meeting to disapply statutory pre-emption rights otherwise applicable to the allotment of shares or the sale of treasury shares up to an aggregate amount of £49,956, in addition to the disapplication of pre-emption rights in relation to any Shares allotted pursuant to the Initial Issue and the Share Issuance Programme
Resolution 6 the special resolution to be proposed to the General Meeting to authorise the repurchase of up to 14.99 per cent. of the Ordinary Shares in issue immediately following Initial Admission
Resolution 7 the special resolution to be proposed to the General Meeting to authorise the repurchase of up to 14.99 per cent. of the Ordinary Shares and/or C Shares in issue immediately following a Subsequent Admission
Resolution 8 the special resolution to be proposed to the General Meeting to adopt the New Articles such that the next continuation resolution will take place at the Company's annual general meeting in 2028
Retail Offer the placing of Ordinary Shares pursuant to the Initial Issue at the Issue Price through Intermediaries to be made using the BookBuild Platform
Revolving Credit Facility the £7m revolving credit facility provided by Shawbrook Bank
Limited pursuant to a revolving credit facility agreement originally dated 18 October 2018, as amended from time to time
Securities Note the securities note dated 16 January 2026 issued by the Company in respect of any Shares made available pursuant to the Registration Document and approved by the FCA
Shareholders holders of Shares from time to time
Shares Ordinary Shares and/or C Shares, as the context so determines
Share Issuance Programme the programme under which the Company intends to issue
Ordinary Shares and/or C Shares in tranches on the terms set out in the Summary and Securities Note (and any Future Summary and Future Securities Note)
Subsequent Admission admission of any Ordinary Shares and/or C Shares issued
pursuant to any Subsequent Issue under the Share Issuance Programme to the closed-ended investment funds category of the Official List and admission of such Ordinary Shares and/or C Shares to trading on the main market for listed securities of the London Stock Exchange
Subsequent Issue any issue of Ordinary Shares and/or C Shares pursuant to the Share Issuance Programme
Subsequent Retail Offer the placing of Ordinary Shares pursuant to the Share Issuance
Programme at the Share Issuance Programme Price through Intermediaries to be made using the BookBuild Platform
Summary the summary dated 16 January 2026 issued by the Company in respect of Ordinary Shares and/or C Shares made available pursuant to the Registration Document and the Securities Note and approved by the FCA
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
UK Listing Rules the UK Listing Rules made by the FCA for the purposes of Part VI
of FSMA, as amended from time to time
PART 4
NOTICE OF GENERAL MEETING
DEVELOP NORTH PLC
(Incorporated and registered in England and Wales with registered number 10395804 and registered as an investment company within the meaning of section 833 of the Companies Act 2006)
NOTICE OF GENERAL MEETING
NOTICE IS HEREBY GIVEN that a general meeting of Develop North PLC will be held at 12 noon on 18 February 2026 at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London, SE1 2AU to consider and vote on the following resolutions, in the case of Resolutions 1, 3 and 4 which will be proposed as ordinary resolutions (requiring a simple majority of the votes cast) and in the case of Resolutions 2, 5, 6, 7 and 8 which will be proposed as special resolutions (requiring a 75 per cent. majority of the votes cast). Voting on the Resolutions will be by way of a poll.
ORDINARY RESOLUTION
THAT, subject to the passing of Resolution 3 below, the Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 (the "Act"), to exercise all powers of the Company to allot, in aggregate, up to 368 million Ordinary Shares and/or C Shares in connection with the Initial Issue and the Share Issuance Programme (as defined in the circular to shareholders dated 16 January 2026 of which this notice forms part (the "Circular")), such authority to expire on 15 January 2027 (unless previously revoked or varied by the Company in general meeting), save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require Ordinary Shares and/or C Shares to be allotted after the expiry of such authority and the Directors may allot Ordinary Shares and/or C Shares in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.
SPECIAL RESOLUTION
THAT, subject to the passing of Resolution 1 above, the Directors be and are hereby empowered pursuant to sections 570 and 573 of the Act to allot up to 368 million Ordinary Shares and/or C Shares for cash and sell Ordinary Shares and/or C Shares from treasury for cash pursuant to the authority referred to in the resolution above as if section 561 of the Act did not apply to any such allotment or sale provided that this authority shall expire on
15 January 2027 (unless previously revoked or varied by the Company in general meeting), save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require Ordinary Shares and/or C Shares to be allotted or sold from treasury after the expiry of such authority and the Directors may allot Ordinary Shares and/or C Shares in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.
ORDINARY RESOLUTIONS
THAT, the proposed investment objective and investment policy set out in the Circular, be and is hereby adopted as the investment objective and investment policy of the Company to the exclusion of the existing investment objective and investment policy of the Company.
THAT, in addition to the authority set out at Resolution 1, the Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Act, to exercise all powers of the Company to allot, up to 4,995,600 Ordinary Shares provided that
this authority shall expire (unless renewed, varied or revoked by the Company in general meeting) on the earlier of the conclusion of the next annual general meeting of the Company and 1 August 2026 save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require Ordinary Shares to be allotted after the expiry of such authority and the Directors may allot Ordinary Shares in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.
SPECIAL RESOLUTIONS
THAT, subject to the passing of Resolution 4 and in addition to the authorities set out at Resolution 2, the Directors be and are hereby empowered pursuant to sections 570 and 573 of the Act to allot up to 4,995,600 Ordinary Shares for cash or by way of the sale of Ordinary Shares from treasury for cash pursuant to the authority referred to in the resolution above as if section 561 of the Act did not apply to any such allotment or sale provided that this authority shall expire on the earlier of the conclusion of the next annual general meeting of the Company and 1 August 2026 (unless previously revoked or varied by the Company in general meeting), save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require Ordinary Shares to be allotted or sold from treasury after the expiry of such authority and the Directors may allot Ordinary Shares in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.
THAT, the Directors be and are hereby empowered to, in accordance with section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of Ordinary Shares provided that the maximum number of Ordinary Shares authorised to be purchased is
14.99 per cent. of the Ordinary Shares in issue immediately following Initial Admission. The minimum price which may be paid for an Ordinary Share is £0.01. The maximum price (exclusive of expenses) which may be paid for an Ordinary Share must not be more than the higher of (i) 5 per cent. above the average of the mid-market quotations for the five Business Days before the purchase is made, and (ii) the higher of (a) the price of the last independent trade and (b) the highest current independent bid for Ordinary Shares on the trading venue where the purchase is carried out. Such authority will expire on the earlier of the conclusion of the annual general meeting of the Company to be held in 2026, and 1 August 2026, save that the Company may contract to purchase Ordinary Shares under the authority thereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority and may purchase Ordinary Shares in pursuance of such contract.
THAT, the Directors be and are hereby empowered to, in accordance with section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of Ordinary Shares and/or C Shares provided that the maximum number of Ordinary Shares and/or C Shares authorised to be purchased is 14.99 per cent. of the Ordinary Shares and/or C Shares in issue immediately following a Subsequent Admission. The minimum price which may be paid for an Ordinary Share or a C Share is £0.01. The maximum price (exclusive of expenses) which may be paid for an Ordinary Share or a C Share must not be more than the higher of (i) 5 per cent. above the average of the mid-market quotations (for Ordinary Shares or C Shares, as applicable) for the five Business Days before the purchase is made, and
(ii) the higher of (a) the price of the last independent trade (of an Ordinary Share or C Share, as applicable) and (b) the highest current independent bid for Ordinary Shares or C Shares (as applicable) on the trading venue where the purchase is carried out. Such authority will expire on the earlier of the conclusion of the annual general meeting of the Company to be held in 2026, and 1 August 2026, save that the Company may contract to purchase Ordinary Shares and/or C Shares under the authority thereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority and may purchase Ordinary Shares and/or C Shares in pursuance of such contract.
THAT, with immediate effect, the draft Articles of Association produced to the meeting and for the purposes of identification, initialled by the chairman of the meeting be adopted as the
Articles of Association of the Company in substitution for, and to the exclusion of, the Company's existing Articles of Association.
Capitalised terms used in this Notice of General Meeting shall have the same meaning as ascribed to them in the circular published by the Company on 16 January 2026, unless the context determines otherwise.
By order of the Board
Apex Fund Administration Services (UK) Limited
Registered Office Hamilton Centre Rodney Way Chelmsford CM1 3BY
Notes to the Notice of General Meeting
Only Shareholders on the Register of Members (the "Register") at 6.00 p.m. on 16 February 2026 are entitled to attend, speak and vote at the General Meeting in respect of the number of shares registered in their name at such time. In the event of any adjournment of the General Meeting, the time by which a person must be entered on the Register in order to have the right to attend and vote at the adjourned General Meeting is close of business
48 hours (excluding non-business days) before the time of the adjourned meeting. Such Shareholders can vote in respect of the number of shares registered in their names at that time, but any subsequent changes to the Register shall be disregarded in determining rights to attend and vote.
A member entitled to attend and vote at the General Meeting is entitled to appoint one or more proxies to exercise all or any of the rights of the member to attend and speak and vote in his place. A proxy need not be a member of the Company. If a member appoints more than one proxy, each proxy must be appointed to exercise the rights attached to a different share or shares held by the member.
To appoint a proxy you may use the Form of Proxy enclosed with this notice. To be valid, the Form of Proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy of the same, must be completed and returned in accordance with the instructions printed thereon to Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY or lodged electronically by visiting https://www.investorcentre.co.uk/eproxy and following the instructions to be received as soon as possible and in any event by not later than 12 noon on 16 February 2026. You can only appoint a proxy using the procedures set out in these notes and the notes to the Form of Proxy.
Any person receiving a copy of this notice as a person nominated by a member to enjoy information rights under section 146 of the Act (a "Nominated Person") should note that the provisions in note 3 above concerning the appointment of a proxy or proxies to attend the General Meeting in place of a member, do not apply to a Nominated Person as only shareholders have the right to appoint a proxy. However, a Nominated Person may have a right under an agreement between the Nominated Person and the member by whom he or she was nominated to be appointed, or to have someone else appointed, as a proxy for the General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may have a right under such an agreement to give instructions to the member as to the exercise of voting rights at the General Meeting.
Nominated Persons should also remember that their main point of contact in terms of their investment in the Company remains the member who nominated the Nominated Person to enjoy information rights (or perhaps the custodian or broker who administers the investment on their behalf). Nominated Persons should continue to contact that member, custodian or broker (and not the Company) regarding any changes or queries relating to the Nominated Person's personal details and interest in the Company (including any administrative matter). The only exception to this is where the Company expressly requests a response from a Nominated Person.
In the case of joint holders, the vote of the senior holder who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.
Shareholders who hold their Ordinary Shares electronically may submit their votes through CREST, by submitting the appropriate and authenticated CREST message so as to be received by the Company's registrar not later than 48 hours before the start of the meeting. Instructions on how to vote through CREST can be found by accessing the following website: https://www.euroclear.com/CREST. Shareholders are advised that CREST is the only method by which completed proxies can be submitted electronically.
If you are a CREST system user (including a CREST personal member) you can appoint one or more proxies or give an instruction to a proxy by having an appropriate CREST message transmitted. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received
by Computershare Investor Services PLC (ID number 3RA50) not later than 48 hours before the time appointed for holding the General Meeting excluding non-business days.
For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which Computershare Investor Services PLC is able to retrieve the message. CREST personal members or other CREST sponsored members should contact their CREST sponsor for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and system timings please refer to the CREST Manual. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.
Any corporation which is a member may appoint one or more corporate representative(s) who may exercise on its behalf all of its powers as a member provided that, if it is appointing more than one corporate representative, it does not do so in relation to the same shares. It is, therefore, no longer necessary to nominate a designated corporate representative. Representatives should bring to the General Meeting evidence of their appointment, including any authority under which it is signed.
Completing the Form of Proxy or appointing a proxy by another means will not prevent you from attending and voting in person.
If the chairman of the meeting, as a result of any proxy appointments, is given discretion as to how the votes of those proxies are cast and the voting rights in respect of those discretionary proxies, when added to the interests in the Company's securities already held by the chairman of the meeting, result in the chairman of the meeting holding such number of voting rights that he has a notifiable obligation under the Disclosure Guidance and Transparency Rules, the chairman of the meeting will make the necessary notifications to the Company and the Financial Conduct Authority. As a result, any member holding 3 per cent or more of the voting rights in the Company who grants the chairman of the meeting a discretionary proxy in respect of some or all of those voting rights and so would otherwise have a notification obligation under the Disclosure Guidance and Transparency Rules, need not make a separate notification to the Company and the Financial Conduct Authority.
A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
Voting on all resolutions will be conducted by way of a poll rather than on a show of hands. This is a more transparent method of voting as Shareholder votes are to be counted according to the number of Ordinary Shares held.
As soon as practicable following the meeting, the results of the voting will be announced via a regulatory information service and also placed on the Company's website.
Any question relevant to the business of the General Meeting may be asked at the General Meeting by anyone permitted to speak at the General Meeting. A holder of shares may alternatively submit a question in advance by a letter addressed to the Company's registered office. Under section 319A of the Act, the Company must answer any question a shareholder asks relating to the business being dealt with at the General Meeting, unless, (i) answering the question would interfere unduly with the preparation for the General Meeting or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the General Meeting that the question be answered.
Further information regarding the General Meeting which the Company is required by section 311A of the Act to publish on a website in advance of the General Meeting can be accessed at https://www.developnorth.co.uk.
As at 15 January 2026 (the latest practicable date before publication of this notice), the Company's issued share capital consists of 26,924,063 Ordinary Shares with 1,945,862 Ordinary Shares held in treasury. Each Ordinary Share carries the right to one vote at a
general meeting of the Company and, therefore, the total number of voting rights in the Company as at 15 January 2026 is 24,978,201.
You may not use any electronic address provided either in this notice or any related documents (including the Form of Proxy) to communicate with the Company for any purpose other than those expressly stated.
Attachments
- Original document
- Permalink
Disclaimer
Develop North plc published this content on January 16, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on January 16, 2026 at 11:38 UTC.
