Update on Scheme Implementation Agreement

NZX Statement 10 February 2026

Update on the Scheme Implementation Agreement
On 2 October 2025, Bremworth Limited ("Bremworth") (NZX Code: BRW) announced it had entered
into a scheme implementation agreement ("SIA") with Floorscape Limited ("Floorscape"), and
Mohawk, Inc. (as guarantor), under which Floorscape agreed to acquire all of Bremworth's shares
through a Scheme of Arrangement ("Scheme").
The SIA remains conditional upon the satisfaction of certain conditions, including shareholder
approval, High Court approval, NZ Commerce Commission (“NZCC”) clearance and an IRD ruling on
the tax implications of the capital return.
The NZCC published a Statement of Issues on 23 December 2025 which outlines relevant issues the
NZCC requires additional time to consider. The publication by the NZCC of a Statement of Issues is
a regular part of the merger clearance process – it is not a final decision and does not mean that the
NZCC intends to clear or decline a merger. Bremworth is in the process of responding to the
Statement of Issues.
The current decision date indicated by the NZCC is 13 March. However, in accordance with its usual
process, this date may be extended if the NZCC advises that it needs to continue assessing the
competitive effects of the proposed Scheme. If extended, Bremworth expects the NZCC to issue a
final decision in mid to late May.
At the time of signing of the SIA, Bremworth indicated that the likely range of the capital return to
shareholders as part of the scheme was in the range of $0.30 to $0.40 per share. The capital return
is in addition to the $0.75 per share consideration payable by Floorscape under the scheme.
Since that time, the trading conditions that Bremworth has faced have been more difficult than
anticipated. This has impacted Bremworth's earnings, and resulted in a deterioration of Bremworth's
cash position.
As a result, Bremworth now expects to distribute between $14 million and $21 million via the capital
return. This would represent a payment to shareholders of between $0.20 and $0.30 per share (in
addition to the $0.75 cents per share payable by Floorscape). Accordingly, the estimated total
consideration for the Scheme has been reduced to a range of $0.95 to $1.05 per share. Bremworth
emphasises that this estimate is based on assumptions of market conditions, business performance
and the timing of implementation. It therefore remains subject to change.
Bremworth will provide further insight into its operating and financial performance when it releases
results for the six months ending 31 December 2025 by end February 2026.
Bremworth’s Board remains fully supportive of the Scheme and continues to be of the view that this is
the best option for shareholders to realise value for their investment in Bremworth. As outlined to
shareholders at Bremworth's annual general meeting, if the Scheme does not proceed it is likely that
the deterioration in Bremworth's cash position would continue.
Bremworth shareholders do not need to take any action at this stage.

-ENDS-
For media enquiries, please contact:
Mark Devlin Rob Hewett
Impact PR (for Bremworth Ltd) Bremworth Ltd
M: +64 21 509 060 M: +64 21 341 744