logo-loader
RNS
Pinewood Technologies Group PLC

Ridgeview Partners - Update on Letter of Intent

RNS Number : 8085P
Ridgeview Partners LLC
07 August 2026
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.10 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE.

For immediate release

7 August 2026

Disclosure under Rule 2.10(c) of the Takeover Code in respect of the

Possible offer

for

Pinewood Technologies Group plc ("Pinewood.AI")

by

U.K. Piston Bidco Limited ("Ridgeview Bidco")

(a newly formed company indirectly owned by entities administered by Ridgeview Partners LLC)

Update on letter of intent given by Working Capital Advisors (UK) Limited ("Working Capital")

On 24 July 2026, the Boards of Pinewood.AI and Ridgeview Bidco announced that Ridgeview Bidco has made a non-binding offer for the entire issued and to be issued share capital of Pinewood.AI (the "Possible Offer").

Capitalised terms used in this announcement, unless otherwise defined, shall have the meanings given to them in the Possible Offer announcement on 24 July 2026 (the "Announcement").

As set out in the Announcement, Working Capital gave a letter of intent to Ridgeview Bidco in support of the Possible Offer in respect of 8,279,905 Pinewood.AI Shares (representing approximately 7.19 per cent. of the existing issued ordinary share capital of Pinewood.AI) as at 23 July 2026, being the Business Day prior to the date of the Announcement (the "Working Capital Letter of Intent").

On 4 August 2026, Ridgeview Bidco was informed by Working Capital that it had disposed of 1,250,000 Pinewood.AI Shares which were subject to the Working Capital Letter of Intent. Accordingly, Working Capital informed Ridgeview Bidco that the total number of Pinewood.AI Shares which remain subject to the Working Capital Letter of Intent is 7,029,905 Pinewood.AI Shares (representing approximately 6.11 per cent. of the existing issued ordinary share capital of Pinewood.AI as at the close of business on 6 August 2026, being the Business Day prior to the date of this announcement).

Taking this into account, the Letters of Intent received by Ridgeview Bidco now represent, in aggregate, 54,809,890 Pinewood.AI Shares (representing approximately 47.62 per cent. of the existing issued ordinary share capital of Pinewood.AI as at the close of business on 6 August 2026, being the Business Day prior to the date of this announcement).

This announcement is made in accordance with Rule 2.10(c) of the Code.

For further information please contact:

 

Ridgeview Bidco and Ridgeview

Dana Gorman (H-Advisors, PR Adviser to Ridgeview)

 

+1-212-371-5999

RBC (Financial Adviser to Ridgeview Bidco and Ridgeview)

Mark Preston

Ken Martin

Andrew Diggles

Samuel Jackson

 

+44 20 7653 4000

Disclaimers

RBC Europe Limited ("RBC"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively as financial adviser to Ridgeview Bidco and Ridgeview and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Ridgeview Bidco and Ridgeview for providing the protections afforded to clients of RBC nor for providing advice in relation to the matters referred to in this announcement. Neither RBC nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, tort, in delict, under statute or otherwise) to any person who is not a client of RBC in connection with this announcement or any matter referred to herein.

Further information

This announcement is for information purposes and is not intended to and does not constitute, or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise, nor shall there be any purchase, sale, issuance, exchange or transfer of securities of Pinewood.AI in any jurisdiction in contravention of applicable law. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of Pinewood.AI who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Pinewood.AI who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the website of Pinewood.AI at www.Pinewood.AI and of Ridgeview Bidco and Ridgeview at https://www.Ridgeview-partners.com/ promptly and by no later than 12 noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
OUPFLFLLTTIDIIR
NO INVESTMENT ADVICE

Proactive Investors is a publisher of financial news and information. No content in this record, or published on the Proactive Investors website (the "Site"), constitutes a recommendation that any particular security, portfolio of securities, transaction, or investment strategy is suitable or advisable for any specific person. No content is tailored to any specific person's needs, objectives, or financial situation.

Proactive Investors is not a registered investment adviser or broker-dealer and does not provide personalized investment advice. Nothing in this record constitutes investment advice or a recommendation to buy, hold, or sell any security. None of the information providers or their affiliates will advise you personally concerning the nature, potential, advisability, value, or suitability of any particular security, portfolio, transaction, or investment strategy. Any decision to buy, sell, or hold a security should be made only after consulting an appropriately qualified, licensed financial adviser and reading all relevant offering documentation.

This record, and any record we publish by or on behalf of our clients, should not be construed as an offer or solicitation to buy or sell any product or security. Our content is independent financial journalism, produced in a neutral, objective style with full source attribution.

In accordance with the Federal Trade Commission's guidelines on material connections, Proactive Investors discloses the following: we may receive cash or, in some cases, equity compensation from companies whose news is distributed through our platform. This compensation is for news distribution and media services, not for editorial content or coverage decisions. Where Proactive Investors has a commercial relationship with a company covered in this record, that relationship is disclosed within the article. Any such relationship does not determine, influence, or shape the editorial content produced. Where we receive equity compensation, such securities are held independently by a third-party broker and sold at the broker's discretion.

The Site may contain opinions from time to time regarding securities mentioned in other products, including company-related products, and those opinions may differ from those obtained through another Proactive Investors product. Opinions and commentary reflect the views of the named author at the time of writing and are subject to change without notice.

Price and other data is supplied by sources believed to be reliable. Any calculations are made using such data. Neither the data nor the calculations are guaranteed by those sources, by Proactive Investors, by the information providers, or by any other person or entity, and may not be complete or accurate.

From time to time, reference may be made in our marketing materials to previously published articles or opinions. Such references may be selective, may reference only a portion of an article, and are likely not to be current. As markets change continuously, previously published information and data may not be current and should not be relied upon.

FOR OUR FULL DISCLAIMER CLICK HERE

5 min read