Elgin-based listed house builder Springfield Properties plc said on Friday it has posted a circular to shareholders seeking approval for a proposed share buyback programme.

The firm said: “At the annual general meeting of the company held on 29 October 2025, shareholders authorised the company to make market purchases of up to 11,904,240 Ordinary Shares.

“That authority remains in force and has not been exercised since the 2025 AGM. It is anticipated that the company will seek to renew the authority at the annual general meeting of the company to be held in 2026.

“Springfield’s board of directors is now proposing that the company utilise the Buyback Authority. Specifically, the board is proposing that the company may undertake a programme or programmes of on-market purchases of up to 5,957,372 Ordinary Shares, with flexibility to extend the purchases up to the full Buyback Authority limit of 11,904,240 Ordinary Shares.

“In the event that shareholders renew the existing Buyback Authority at the annual general meeting of the company to be held in 2026, the Buyback Programme will nonetheless be limited to the 11,904,240 Ordinary Shares referred to above, save that purchases up to that limit may be made under the existing Buyback Authority or under any such renewed authority.

“As described further below, the exercise by the company of all or any part of the Buyback Authority may, under the provisions of Rule 37 of The City Code on Takeovers and Mergers, trigger an obligation on the part of certain existing shareholders who are considered to be “acting in concert” (the Concert Party) to make a mandatory offer to all Shareholders under Rule 9 of the Code.

“Similarly, the exercise by Innes Smith (the Company’s CEO and a member of the Concert Party) of existing share options held by him may trigger such a mandatory offer under Rule 9 of the Code.

“Accordingly, the Company has obtained the consent of the Panel on Takeovers and Mergers to the waiver of any obligation which may otherwise arise on the Concert Party, both individually and collectively, to make an offer to the shareholders of the Company pursuant to Rule 9 of the Code as a result of the purchase of Ordinary Shares by the company pursuant to the Buyback Programme or the exercise of options by Innes Smith, such consent of the Panel being conditional upon Independent Shareholders approving the waivers.

“Accordingly, the company is convening a general meeting of shareholders to seek the approval of Independent Shareholders (i.e. those shareholders who do not form part of the Concert Party) of the Rule 9 Waiver Resolutions, which are to be proposed at the general meeting.

“A further announcement will be issued in due course, as appropriate, confirming the formal launch of the Buyback Programme and the terms on which it will be conducted.”