Scheme of Arrangement Becomes Effective

Pinewood Technologies shareholders receive £4.48 per share as the acquisition completes.

What the company is saying

Pinewood Technologies Group PLC announces the completion of its acquisition by U.K. Piston Bidco Limited, making Pinewood.AI a wholly-owned subsidiary of Bidco as of 9 October 2026. The company highlights that the High Court of Justice in England and Wales sanctioned the scheme on 7 October 2026, and the scheme became effective after court order registration. Shareholders on the register at 6 p.m. on 8 October 2026 are entitled to £4.48 in cash per share unless they elected for the Rollover Alternative, in which case they receive one Rollover Unit per share, subject to a minimum percentage. Settlement of both cash and Rollover Units will occur by 23 October 2026. The company confirms that trading in Pinewood.AI shares was suspended at 7.30 a.m. on 9 October 2026, with delisting expected by 7.30 a.m. on 12 October 2026. The announcement is procedural, focusing on transaction mechanics and regulatory compliance, with a neutral tone and no forward-looking operational claims.

What the data suggests

The scheme of arrangement is now effective, with Pinewood.AI shareholders entitled to £4.48 in cash per share unless they opted for the Rollover Alternative. The entitlement is based on the shareholder register as of 6 p.m. on 8 October 2026. Settlement of cash and Rollover Units will be completed by 23 October 2026. Trading in Pinewood.AI shares was suspended at 7.30 a.m. on 9 October 2026, and delisting from the London Stock Exchange and FCA Official List is expected by 7.30 a.m. on 12 October 2026. The Rollover Securities will not be registered under the US Securities Act and will not be listed on any exchange. The announcement provides all relevant transaction dates and mechanics but does not disclose operational or financial performance data. All claims regarding the completion of the acquisition, entitlement, and settlement are supported by specific dates and regulatory steps.

Analysis

The announcement is a factual, procedural update on the completion of Pinewood Technologies Group PLC's acquisition by U.K. Piston Bidco Limited. All key claims are supported by specific dates and regulatory milestones, such as court sanction, share suspension, and settlement timelines. The only forward-looking statements relate to the expected completion of settlement and delisting, both of which are imminent (within two weeks of the announcement date). There is no promotional or exaggerated language; the tone is strictly neutral and administrative. While the transaction is capital-intensive (cash consideration and Rollover Units), the benefits (ownership transfer and shareholder payout) are immediate and clearly defined. No claims are made about future operational or financial performance, and there is no narrative inflation.

Risk flags

• ●Settlement risk remains until cash consideration and Rollover Units are actually delivered to shareholders, though the timeline is short and procedural steps are clearly defined.
• ●Shareholders who elected the Rollover Alternative face illiquidity risk, as the Rollover Securities are not registered under the US Securities Act and will not be listed on any exchange, limiting resale options.
• ●Delisting from the London Stock Exchange and cancellation of share certificates mean Pinewood.AI shares will become illiquid, and any administrative errors in settlement or registration could delay or complicate shareholder payouts.
• ●US shareholders may face tax and legal complexities, as the receipt of consideration is likely taxable and enforcement of rights may be difficult due to the non-US jurisdiction of the involved entities.

Bottom line

The acquisition of Pinewood Technologies Group PLC by U.K. Piston Bidco Limited is now complete, with shareholders entitled to £4.48 per share in cash unless they chose the Rollover Alternative. All procedural steps—court sanction, share suspension, and applications for delisting—have been executed or are scheduled for completion within days. The transaction is now administrative, with settlement and delisting expected by 23 October and 12 October 2026, respectively. Shareholders who opted for Rollover Units should be aware of illiquidity and regulatory limitations. No operational or financial performance data are disclosed, so the announcement is only actionable for those tracking the mechanics of the acquisition and payout. The most important takeaway is that Pinewood.AI is now private, and public trading in its shares will end imminently.

Announcement summary

(LSE:PINE) Pinewood Technologies Group PLC announced that the scheme of arrangement for its recommended acquisition by U.K. Piston Bidco Limited, a newly formed company indirectly owned by entities administered by Ridgeview Partners LLC, has become effective as of 9 October 2026. The High Court of Justice in England and Wales sanctioned the scheme on 7 October 2026, and following delivery of the Court Order to the Registrar of Companies, Pinewood.AI is now a wholly-owned subsidiary of Bidco. Under the terms of the scheme, Pinewood.AI shareholders on the register at 6 p.m. on 8 October 2026 are entitled to receive £4.48 in cash for each Scheme Share held, except for those who elected for the Rollover Alternative. Shareholders who validly elected for the Rollover Alternative will receive one Rollover Unit per Pinewood.AI Share, subject to the Minimum Rollover Percentage as described in the scheme document. Shareholders who did not elect for the Rollover Alternative will automatically receive the cash consideration for their entire holdings. Settlement of the cash consideration and issuance of Rollover Units will be completed as set out in the scheme document, no later than 23 October 2026. Dealings in Pinewood.AI Shares were suspended at 7.30 a.m. on 9 October 2026. Applications have been made to the London Stock Exchange to cancel trading in Pinewood.AI Shares on the Main Market and to the FCA to cancel the listing on the Official List, both expected to take effect by no later than 7.30 a.m. on 12 October 2026. At that time, entitlements to Pinewood.AI Shares held within CREST will be cancelled and share certificates will cease to be valid. As a result of this announcement, Pinewood.AI is no longer in an 'Offer Period' as defined in the Takeover Code, and the related dealing disclosure requirements no longer apply. Bill Berman is Chief Executive Officer and Oliver Mann is Chief Financial Officer of Pinewood.AI. RBC Europe Limited acted as exclusive financial adviser to Ridgeview and Bidco, while Jefferies International Limited acted as financial adviser and corporate broker to Pinewood.AI. The scheme document was published by Pinewood.AI on 28 August 2026. The Rollover Securities issued under the Rollover Alternative have not been and will not be registered under the US Securities Act of 1933 and will not be listed on any stock exchange. The Rollover Securities are expected to be issued in reliance upon the exemption from registration requirements provided by Section 3(a)(10) of the Securities Act.

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