London, 16 January 2026 – HBX Group International plc ("HBX Group", “the Group" or “the Company”), today announces its intention to return cash to shareholders through a share buy-back programme and the commencement of payment of regular dividends. These two significant commitments to return capital to shareholders underscore the Group’s commitment to maintaining an efficient capital structure and demonstrates the Group’s confidence in the long-term value of its business.
HBX Group intends to return up to €100 million through a share buy-back programme to purchase equity interests in the Company’s ordinary shares (ISIN: GB00BNXJB679) (the “Shares”), subject to shareholder approval at the Annual General Meeting (“AGM”) to be held on 12 February 2026. The buy-back will be executed by Bank of America during FY26 and FY27.
In addition, the Group intends to commence regular dividends, starting with an interim dividend for FY 2026, based on a targeted 20% annual pay-out ratio of Group Adjusted Earnings (as per Alternative Performance Measures in the Group’s Full Year Financial Accounts), subject to the availability of distributable profits and reserves.
Both of these cash return commitments are in line with the Group’s disciplined capital allocation strategy, as communicated in the Group’s FY25 results: to invest in growth, maintain appropriate leverage, targeting adjusted net debt to adjusted EBITDA between 1 to 2 times, and return excess cash to shareholders,
Nicolas Huss, Chief Executive Officer, commented:
“Our strong financial profile and operating free cash flow conversion give us the flexibility to invest in growth while returning significant cash to our shareholders. This planned return reflects our confidence in the Group’s strategy and future prospects, and our conviction in the underlying strength of our business.”
Details of the buy-back programme
HBX Group intends to commence a buy-back programme of up to €100m (the “Buy-back Programme”) subject to authorisation being granted by shareholders at the AGM to be held on 12 February 2026.
In connection with the intended Buy-back Programme, the Company has entered into an irrevocable agreement with Merrill Lynch International (“Bank of America”), for the purchase by Bank of America of the Shares. The agreement is conditional on the grant of authorisation by shareholders at the 2026 AGM, and Bank of America may not purchase any Shares under the agreement prior to such authorisation. Subject to this authorisation, the agreement gives Bank of America an irrevocable mandate to purchase Shares. Bank of America will make its trading decisions independently, and without the influence, of HBX Group. Purchases will be carried out through the Automated Quotation System (SIBE or Mercado Continuo) of the Spanish Stock Exchanges or any other trading venue Bank of America deems appropriate.
The Buy-back Programme will be carried out in accordance with the authorisation granted by shareholders at the 2026 AGM and will follow the relevant requirements (i) set out in Regulation (EU) No 596/2014 on market abuse (and the relevant delegated regulations including Commission Delegated Regulation (EU) 2016/1052 (the “Regulation”)) (“EU MAR”) and (ii) Regulation (EU) 596/2014 (and the relevant delegated regulations including the Regulation) as it forms part of the law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended) (“UK MAR”).
The Shares repurchased will be cancelled or allocated to satisfy the Company’s obligations under its existing employee share schemes.
The maximum investment in the Buy-back Programme will be €100m and, in no case, may the maximum number of Shares to be acquired under it exceed 17,000,000 Shares, representing approximately 7% of the Company's issued share capital.
The maximum execution period will be approximately 20 months from 13 February 2026 to 30 September 2027, with a minimum period of approximately 12 months from 13 February 2026 to 15 February 2027.
HBX Group reserves the right to terminate the Buy-back Programme if, prior to its expiration date, it has acquired Shares under the Buy-back Programme for a purchase price that reaches the maximum investment or has acquired the maximum number of Shares permitted. Additionally, HBX Group reserves the right to terminate the Buy-back Programme at any time if, prior to its expiration date, any other reason arises that makes it advisable to do so and it does not possess any inside information for the purposes of EU MAR or UK MAR at the relevant time.
The Shares shall be purchased at market price in accordance with the price and volume conditions set out in Article 3 of the Regulation. In particular, with regard to the price, Shares shall not be purchased at a price higher than the price of the last independent transaction or the highest independent offer at that time on the trading venue where the purchase is made. With regard to trading volume, no more than 25% of the average daily volume of Shares will be purchased on any trading day on the trading venue where the purchase is made, which will apply to the entire Buy-back Programme. In this regard, and following Article 5(1) of EU MAR and Article 5(1) of UK MAR, the average daily volume shall be based on the average daily volume traded during the twenty trading days prior to the date of purchase.
The approval, modification or extension, where appropriate, interruption and termination of the Buyback Programme, as well as the share purchase transactions carried out under it, will be duly communicated to the CNMV in accordance with the provisions of EU MAR and UK MAR.
London, 16 January 2026