NIOX Niox Group Plc

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, SINGAPORE , SWITZERLAND OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION (EACH BEING A "RESTRICTED JURISDICTION").

NIOX Group plc

(the "Company" or the "Group")

Result of Tender Offer,

Related Party Transaction & Total Voting Rights

Oxford, UK - 17 October 2024: NIOX Group plc (AIM: NIOX), a company engaged in the design, development and commercialisation of medical devices for asthma diagnosis and management, is pleased to announce the result of the Tender Offer, details of which were set out in the Circular published by the Company on 24 September 2024.

The maximum aggregate number of Ordinary Shares that could be purchased pursuant to the Tender Offer was 26,250,000 Ordinary Shares, representing 6.1891 per cent. of the Company's issued share capital. The Tender Price was 80 pence per Ordinary Share.

In total, 312,288,862 Ordinary Shares were validly tendered, equal to 73.6 per cent. of the shares in issue as at 24 September 2024.

Accordingly, a total of 26,250,000 Ordinary Shares will therefore be purchased under the Tender Offer. The total value which will be returned to shareholders of the Company ("Shareholders") pursuant to the Tender Offer will be approximately £21 million.

In accordance with the terms and conditions of the Tender Offer as was contained in the Circular, all Individual Excess Tenders will be scaled-back pro rata to the total number of such Ordinary Shares tendered in excess of the Basic Entitlement and up to the Total Excess Tenders.

Payment of the consideration due to Shareholders, whose tenders under the Tender Offer have been accepted, is expected to be paid by 22 October in respect of shares held in CREST and by 31 October by cheque in respect of shares held in certificated form along with balance certificates in respect of non-tendered shares.

The Company announces that it has been notified that the Directors have tendered their Basic Entitlements and a separate PDMR dealing announcement will be made in due course.

Related Party Transaction

The Company understands that Harwood Capital, AstraZeneca and Richard Griffiths, Substantial Shareholders in the Company, have each tendered at least their Basic Entitlements in the Tender Offer.

The participation in the Tender Offer by Substantial Shareholders, Harwood Capital, AstraZeneca and Richard Griffiths, at not less than their respective Basic Entitlements, are deemed to constitute related party transactions under AIM Rule 13.

The independent Directors (being Ian Johnson, Michael Roller, Jonathan Emms, Garry Watts, Sharon Curran and Robert Naylor), having consulted with the Company's nominated adviser Singer Capital Markets, confirms that it considers that the terms of the transaction are fair and reasonable insofar as Shareholders are concerned.

Total Voting Rights

As detailed in the Circular, the first 10 million Ordinary Shares that were tendered will be held in treasury with the remaining 16,250,000 Ordinary Shares being cancelled. Following the conclusion of the Tender, the Company will have 407,877,241 Ordinary Shares in issue, with 397,877,241 Ordinary Shares with voting rights (excluding 10 million shares held in Treasury).  This figure of 397,877,241 may be used by the Company's shareholders as the denominator in the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure, Guidance and Transparency Rules.

Capitalised terms in this announcement (unless otherwise defined) have the same meanings as set out in the Circular.

Enquiries:

For more information, please visit www.niox.com, or contact:

Singer Capital Markets Securities Limited ("Singer Capital Markets"), which is authorised and regulated by the Financial Conduct Authority, is acting exclusively for the Company and no-one else as financial adviser and broker in connection with the Tender Offer and Singer Capital Markets, its affiliates and its and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any person other than the Company for providing the protections afforded to their clients, or for providing advice in relation to the Tender Offer or any other matters or arrangements referred to or contained in this Announcement.