Acquisition of Precious Link (UK) Limited

18 December 2023                                                                                                               

Everest Global plc

(“Everest” or the “Company”)

Acquisition of Precious Link (UK) Limited, a UK wine retailer

Following the announcement on 4 July 2023, whereby the Company entered into an agreement to provide a loan of £200,000 to Precious Link (UK) Limited (“Precious Link”), Everest is today pleased to announce that it has entered into a share purchase agreement (“SPA”) with PI Distribution Investment Ltd, to acquire the entire issued share capital of Precious Link.

Under the terms of the SPA, PI Distribution Investment Limited, a company incorporated and registered in the British Virgin Islands, has agreed to sell its wholly owned subsidiary, Precious Link, to Everest for a consideration of 12,500,000 new ordinary shares of £0.02 each in the issued share capital of Everest (“Ordinary Shares”) at a value of 4 pence per Ordinary Share (being a premium of 23.08 per cent. compared to the closing middle market price of 3.25 pence per Ordinary Share on 15 December 2023),  valuing the transaction at £500,000.

Precious Link, a wine retailer incorporated and registered in England and Wales, consists of 2 retail liquor outlets in the Southeast of England. For the year ended 30 September 2022, Precious Link made a loss before tax of £35,057 on turnover of £692,985. For the same period net liabilities amounted to £533,631.

The £200,000 loan between Precious Link and the Company will remain in force and the director of Precious Link will assign his loan of circa £0.5m, due to him from Precious Link, to the Company, as a condition of the SPA.

As set out in the Company’s prospectus dated 31 October 2023, the Company recently extended its acquisition strategy to cover the wider food and beverage industry with a focus on the beverage distribution and production sector in the UK and the rest of Europe. The Directors of the Company believe that the acquisition of Precious Link will provide an entry into the beverage industry and allow it to access industry know-how and expertise. The Company believes Precious Link operates in a complementary sector and the acquisition will pave the way in expanding its activities into the wider food and beverage sector.

Completion of the acquisition remains subject to a number of conditions (“Completion”). Once such conditions are satisfied or waived by the Company (in its sole discretion), the 12,500,000 new Ordinary Shares will be issued to PI Distribution Investment Ltd., following which the Company intends to apply to the Financial Conduct Authority (“FCA”) for such new Ordinary Shares to be admitted to the Official List of the FCA (by way of a standard listing under Chapter 14 of the listing rules published by the FCA under section 73A of the FSMA as amended from time to time) and to the London Stock Exchange Group plc (“London Stock Exchange”) for such Ordinary Shares to be admitted to trading on the London Stock Exchange’s main market for listed securities.

The Company will make a further announcement confirming Completion and the issue of the 12,500,000 new Ordinary Shares in due course.

Following Completion and the issue of the 12,500,0000 new Ordinary Shares the total number of Ordinary Shares in issue with voting rights in the Company will be 77,388,855 (“Total Voting Rights”). No shares are held in treasury. The Total Voting Rights figure may then be used by shareholders as the denominator for the calculation by which they may determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018).

The Directors of the Company take responsibility for the contents of this announcement.

For further information please contact the following:

Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.