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

For immediate release

1 June 2026

R.E.A. Holdings plc (the "company")

Take up of the sale facility agreed by the company in conjunction with the extension of the redemption date for the 7.5 per cent dollar notes issued by the company (the "dollar notes") from 30 June 2026 to 31 December 2028

Introduction

In September 2025, the company announced that the holders of the dollar notes (the "noteholders") had approved the extension of the redemption date of the dollar notes by two and a half years, from 30 June 2026 to 31 December 2028. 

In conjunction with the extension of the redemption date, in recognition of the fact that the market in the dollar notes can be limited and accepting that not all noteholders would necessarily be willing to have the monies represented by their holdings of dollar notes tied up beyond 30 June 2026, any qualifying noteholder (being a noteholder on the register of noteholders at 6.00 p.m. on 3 September 2025 (being the business day prior to the date of the general meeting of noteholders convened for the purposes of obtaining the necessary sanction of noteholders to the extension of the redemption date for the dollar notes)) who wished to realise all or, subject to the provisions as regards the transfer of dollar notes included at Condition 3 attaching to the dollar notes, any part of its holding of dollar notes on the then current redemption date of 30 June 2026 was invited to contact R.E.A. Services Limited ("REA Services") by no later than 5.00 pm on 29 May 2026. The company agreed that REA Services would then either purchase the relevant dollar notes itself or arrange the purchase thereof by a third party, in either case at par for settlement on 30 June 2026.

The company now announces that valid elections to take up such sale facility have been received by REA Services from qualifying noteholders in respect of an aggregate of $7,264,218 nominal of dollar notes.  The time period for elections to take up the sale facility expired on Friday, 29 May 2026.

A further announcement will be made at the end of June 2026 regarding the purchase by REA Services and/or by third parties of dollar notes in respect of which such valid elections have been made. 

At the time of such further announcement, the company will also announce the amount of the roll over fee to be paid by it to those qualifying noteholders who have not elected to take advantage of the sale facility. The amount of such fee can only be calculated following the publication by the Federal Reserve Bank of New York on 23 June 2026 of the 180 day Average Secured Overnight Financing Rate as, as previously announced, the roll over fee is an amount equal to:

(1%  +  2A)  x  B

where:

A is the percentage amount (if any) by which the 180 day Average Secured Overnight Financing Rate published by the Federal Reserve Bank of New York on 23 June 2026 exceeds 4.5 per cent (and nil if such rate does not exceed 4.5 per cent); and

B is the nominal amount of dollar notes held by the qualifying noteholder at 6.00 pm on 3 September 2025.

The roll-over fee will be paid in cash on 30 June 2026.  Accounts will be credited on such date. The roll-over fee will be paid in dollars unless the relevant qualifying noteholder has already elected, in accordance with the terms and conditions attaching to the dollar notes, to receive interest in respect of the dollar notes in sterling, in which event the roll over fee will be paid to that noteholder in sterling, with each dollar otherwise payable by the company being translated into sterling at the rate actually achieved by the company for the sale of dollars for sterling at or around 11.00 a.m. on 23 June 2026.  The company will not be responsible to any noteholder for any loss or alleged loss arising from any such sale of dollars for sterling.

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