Greenshields Agri Holdings plc - Share buy back

Greenshields Agri Holdings plc share buyback

• Proposed buyback: return up to £6,000,000

• Buyback price: 150 pence (£1.50) per Ordinary Share

• Maximum sale amount: 32% of total shareholding

• Closing date: 1pm, 3 November 2026 

Further to recent asset sales, the Board is proposing to extend its current share buyback strategy by utilising a direct off-market method (the“Off Market Purchase Program”) so as to allow it to buy back Ordinary Shares other than through the Asset Match platform. Please note that Off Market Purchases may be made in parallel with Auctions, which are and will continue to be conducted through Asset Match.

The authority to utilise the Off Market Purchase Program was obtained by the passing of the Resolutions at a general meeting of the Company. The price the Company will pay will continue to reflect a discount to NAV (as it does in Auctions) to take account of the fact that an element of the NAV comprises an as yet unrealised upward revaluation of assets held. The Directors believe the prospects for land prices remain positive and that ownership of land should continue to provide shareholders with an appreciating tangible asset and that this asset class remains particularly attractive in the current turbulent and uncertain times.

In addition, the Directors continue to believe that the outlook for the operating side of the Company remains positive. The Directors therefore believe that the Buyback is a sound investment for the Company and for the remaining shareholders.

Any Ordinary Shares bought back under the authority granted by the Resolutions will be cancelled by the Company as soon as it is reasonably practicable to do so.

The Directors will give Qualifying Shareholders the opportunity to tender Ordinary Shares for cash. The Buyback Offer represents the second Off Market Purchase that the Company intends to make as part of its Off Market Purchase Program.

The instructions below apply only to shareholders who hold their shares in certificated form (that is, shareholders who hold a physical share certificate).

If you are a certificated shareholder you can take part simply by downloading and completing the application form and returning via email. 

You can download your copy of the application form here: 

Applications must be received no later than 1pm on the 3 November 2026.  Once your application has been made, you will need to arrange for your share certificate to be posted to Share Registrars at the address below;

Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX

If you no longer hold your share certificate, you should tick the Share Certificate Indemnity box within the Application Form. By doing so, you confirm that the certificate has been lost, misplaced or is otherwise unavailable and agree to indemnify the Company against any losses arising in connection with the missing certificate.

For legal reasons, neither Asset Match nor Share Registrars Limited can provide financial, investment or taxation advice. Shareholders requiring advice should consult an appropriately qualified professional adviser.

If your Ordinary Shares are held in uncertificated form through CREST, you should not complete the Application Form.

To participate in the Buyback Offer, you must arrange for a TTE Instruction to be submitted through CREST in respect of the number of shares you wish to tender. If your shares are held via a broker, nominee or CREST Sponsored Member, you should contact them directly and instruct them to submit the TTE Instruction on your behalf.

The TTE Instruction must settle before the published closing deadline and, once submitted, will become irrevocable in accordance with the terms of the Buyback Offer. Shareholders are encouraged to contact their broker or CREST Sponsor as early as possible to allow sufficient time for processing.

CREST Details

Participant ID: 7RA36
Member Account ID: GRNAGR01
ISIN: IM00BLBQ9J50
Instruction Type: TTE Instruction to Escrow
Priority: 80

Further information regarding the CREST procedure is contained within the Shareholder Circular.