RNS Number : 5369O Marex Financial 30 July 2026  

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This is not a prospectus nor an offer of securities for sale. This announcement is intended for release only in the United Kingdom and is not to be distributed into any other jurisdiction, including any jurisdiction where it would be unlawful.

30 July 2026

Jersey Mike's Subs Inc.

Announcement of closing of the UK Retail Offer and pricing of the IPO

Marex is pleased to announce the results of the public offer of shares of Class A common stock (the "Shares") in Jersey Mike's Subs Inc. ("Jersey Mike's" or the "Company") to UK retail investors ("UK Retail Offer") in connection with the Company's initial public offering ("IPO") of 43,478,261 Shares, at a public offering price of $23.00 per Share.

Marex is acting as POP operator, an entity authorised by the Financial Conduct Authority to run an electronic system through which shares are offered to the public in the UK (the "POP Operator") via the Winterflood Retail Access Platform (the "WRAP Platform") in respect of the UK Retail Offer. The UK Retail Offer was extended to eligible UK retail investors via a group of participating retail intermediaries (the "Participating Intermediaries").

Details of the UK Retail Offer are set out below, together with additional key information in respect of the IPO:

Issuer

Jersey Mike's Subs Inc.

Symbol

JMKE

Number of Shares offered in the IPO by the Company

13,782,609 shares of Class A common stock

Number of Shares offered in the IPO by existing stockholders of the Company (the "Selling Stockholders") (excluding underwriters' overallotment option)

29,695,652 shares of Class A common stock

Underwriters' overallotment option to purchase Shares from the Selling Stockholders

6,521,739 shares of Class A common stock

IPO price / UK Retail Offer price (USD)

$23.00 per Share

UK Retail Offer price (GBP)

£17.24 per Share (rounded to 2dp)

Trade Date

30 July 2026

Settlement Date

31 July 2026 for Shares purchased in USD

31 July 2026 for Depositary Interests purchased in GBP

Highlights

·       Investors in the UK Retail Offer who applied for up to 185 Shares have been allocated in full, rounded down to the nearest whole Share. Those who applied for more than this amount have been scaled back, with a maximum of 2,000 Shares being allocated to any such investor.

·       This means that approximately 75 per cent. of investors in the UK Retail Offer have received a full allocation.

Admission and Dealings

·       The Shares are expected to begin trading on the New York Stock Exchange on 30 July 2026, under the ticker symbol "JMKE".

Enquiries

Important Notices

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

The Winterflood Retail Access Platform is a proprietary technology platform owned and operated by Marex Financial (registered address at 155 Bishopsgate, London EC2M 3TQ). Marex Financial ("Marex") is authorised and regulated in the United Kingdom by the Financial Conduct Authority (FRN 442767).

THE DISTRIBUTION OF THIS ANNOUNCEMENT MAY BE RESTRICTED BY APPLICABLE LAW AND REGULATION IN CERTAIN JURISDICTIONS. NEITHER THE ANNOUNCEMENT OR ANY OTHER RELATED MATERIAL MAY BE DISTRIBUTED IN ANY OTHER JURISDICTION EXCEPT UNDER CIRCUMSTANCES THAT WILL RESULT IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS.

No prospectus for the purposes of The Public Offers and Admissions to Trading Regulations 2024 (the "POATRs") or the UK Financial Conduct Authority ("FCA") Handbook Admission to Trading on a Regulated Market Sourcebook (the "PRM Sourcebook") has been approved by the FCA or published in connection with the UK Retail Offer. The documents made available in connection with the UK Retail Offer may not contain the same information as would be included in a prospectus for the purposes of the POATRs or the PRM Sourcebook.

The securities of the Company will not be admitted to listing to the Official List of the FCA or admitted to trading on a regulated market or primary MTF (as such terms are defined in the POATRs) in the United Kingdom.

No offer or invitation to purchase securities is being made by the Company in the United Kingdom and, to the fullest extent permitted by law, each of the Company and its directors, employees, agents and affiliates disclaim any liability or responsibility to actual or potential investors who invest in securities of the Company pursuant to the offer by Marex made through its public offer platform.

For the avoidance of doubt, the content of any website referred to in this announcement is not incorporated into, and does not form part of, this announcement.

Investors should undertake their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, financial, tax or legal advice.

Investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the Shares if they are in any doubt.  Investing carries risk and share prices can go up or down, so you could lose some or all of the money you invest.

The Shares will not be listed on a UK exchange and there are differences in the regulatory framework in the US. In addition, the GBP price of overseas investments, and the income from them, is subject to foreign exchange fluctuations.

This announcement contains information about the past and statements about the potential future. Past performance and forecasts are not a reliable indicator of future results. Such forward looking statements and terminology includes terminology including, but not limited to, "anticipate," "assume," "believe," "contemplate," "continue," "could," "estimate," "expect," "foreseeable," "intend," "may," "plan," "potentially," "predict," "project," "seek," "should," "target," "will," or "would," and similar expressions that are predictions of or indicate future events or trends that do not relate to historical matters.

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