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MIL-OSI: FlexShopper Updates Status of Rights Offering

Source: GlobeNewswire (MIL-OSI)

BOCA RATON, Fla., Jan. 30, 2025 (GLOBE NEWSWIRE) — FlexShopper, Inc. (Nasdaq: FPAY), a prominent national online lease-to-own retailer and payment solutions provider, today announced an update to its previously disclosed rights offering. FlexShopper shareholders who participated in the unit subscription that closed on January 10, 2025, are now eligible to participate in the Series A, B, and C rights. Details of which can be found in the body of this press release.

As a result of the initial unit subscription, FlexShopper raised approximately $12 million of proceeds, consisting of $9.4 million in gross proceeds from the subscription and the conversion of $2.5 million of the Company’s subordinated debt with NRNS Capital Holdings LLC. The $9.4 million in gross proceeds was used to pay down borrowings under FlexShopper’s credit agreement with Waterfall Asset Management, LLC. As a result of these actions, FlexShopper estimates that the initial unit subscription would have been approximately 15% accretive to pro-forma earnings per share for the 2024 third quarter.

“The outcome of the initial unit subscription demonstrates the accretive nature of our efforts to equitize our balance sheet,” said Russ Heiser, CEO of FlexShopper. “We are approaching the Series A, B, and C rights offerings from a position of strength and I am excited to provide investors with an update on our financial performance.”

Overview of Upcoming Rights

Rights:	Expiration Dates:	Exercise Pricing of Rights:
Series A	February 15, 2025	Exercise price equal to the higher of: 1) $1.70 or 2) 90.0% of the VWAP of our common stock over the last three trading days prior to the expiration date of the Series A Rights, but in any event not to exceed $2.55.
Series B	March 17, 2025	Exercise price equal to the higher of: 1) $1.70 or 2) 87.5% of the VWAP of our common stock over the last three trading days prior to the expiration date of the Series A Rights, but in any event not to exceed $3.40.
Series C	April 16, 2025	Exercise price equal to the higher of: 1) $1.70 or 2) 85.0% of the VWAP of our common stock over the last three trading days prior to the expiration date of the Series A Rights, but in any event not to exceed $4.25.

It is important to note that many broker-dealers ask for rights subscription submissions prior to the expiration dates of the respective rights. As a result, FlexShopper encourages rightsholders to submit their submissions by February 13, 2025, March 14, 2025, and April 14, 2025.

FlexShopper encourages holders of the Series A, B, and C Rights to contact their broker or financial advisor’s Corporate Actions Department to participate in these subsequent rights. Rights offering information can be found at https://www.sec.gov and https://investors.flexshopper.com, or by calling the rights offer information agent, MacKenzie Partners at 800-322-2885.

Moody Capital Solutions, Inc. (Moody Capital) is acting as dealer-manager for the rights offering and can be contacted at info@moodycapital.com.

The offering was made pursuant to the Corporation’s registration statement on Form S-1 (File No. 333-282857), which was declared effective by the U.S. Securities and Exchange Commission on November 29, 2024. The prospectus relating to and describing the terms of the rights offering has been filed with the SEC on December 2, 2024, and is available on the SEC’s website at www.sec.gov. This announcement shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

About FlexShopper, Inc.:
FlexShopper, Inc. (Nasdaq: FPAY) is a leading national financial technology company that provides payment options to consumers. FlexShopper provides a variety of flexible funding options for underserved consumers through its online direct to consumer marketplace at flexshopper.com and in partnership with partner merchants both online as well as at brick and mortar locations. FlexShopper’s solutions are designed to meet the needs of a wide range of consumer segments via lease-to-own and lending products.

Forward-Looking Statements
All statements in this release that are not based on historical fact are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “could,” “seek,” “intend,” “plan,” “goal,” “estimate,” “anticipate,” or other comparable terms. Examples of forward-looking statements include, among others, statements we make regarding expectations of lease originations, the expansion of our lease-to-own program; expectations concerning our partnerships with retail partners; investments in, and the success of, our underwriting technology and risk analytics platform; our ability to collect payments due from customers; expected future operating results and expectations concerning our business strategy. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, as a result of various factors including, among others, the following: our ability to obtain adequate financing to fund our business operations in the future; the failure to successfully manage and grow our FlexShopper.com e-commerce platform; our ability to maintain compliance with financial covenants under our credit agreement; our dependence on the success of our third-party retail partners and our continued relationships with them; our compliance with various federal, state and local laws and regulations, including those related to consumer protection; the failure to protect the integrity and security of customer and employee information; and the other risks and uncertainties described in the Risk Factors and in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of our Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q. The forward-looking statements made in this release speak only as of the date of this release, and FlexShopper assumes no obligation to update any such forward-looking statements to reflect actual results or changes in expectations, except as otherwise required by law.

Company Contact:
FlexShopper, Inc.
Investor Relations
ir@flexshopper.com

Investor and Media Contact
Andrew Berger
Managing Director
SM Berger & Company, Inc.
Tel (216) 464-6400
andrew@smberger.com

MIL-OSI: Standard Lithium, Equinor announce Smackover Lithium as new joint venture name

Source: GlobeNewswire (MIL-OSI)

LEWISVILLE, Ark., Jan. 30, 2025 (GLOBE NEWSWIRE) — Standard Lithium Ltd. (“Standard Lithium”) (TSXV:SLI) (NYSE:A:SLI), a leading near-commercial lithium developer, and Equinor, a global energy leader, today announced Smackover Lithium as the new name for their joint venture developing direct lithium extraction (“DLE”) projects in Southwest Arkansas and East Texas.

Smackover Lithium was announced yesterday at a community meeting in Lewisville, Arkansas, home of a planned field office and nearby the joint venture’s South West Arkansas (“SWA”) project. The SWA project, located in Lafayette and Columbia counties, is expected to be one of the world’s first commercial-scale DLE facilities.

“Smackover Lithium is a natural fit for the joint venture given the Smackover formation’s prolific resource and our joint venture’s commitment to adding to the incredible legacy of American energy production from this region,” said David Park, CEO of Standard Lithium.

In May 2024, Equinor formed a joint venture with Standard Lithium to advance DLE projects in the Smackover basin, focused on Southwest Arkansas and East Texas. Smackover Lithium is now the external brand for the joint venture and will continue building on Standard Lithium’s work with local communities to enhance economic development and grow educational and workforce opportunities.

“We are excited to be a part of Smackover Lithium, developing critical mineral projects in the Smackover basin and building the next generation of lithium development,” said Allie Kennedy Thurmond, Vice President of US Lithium at Equinor.

For more information on Smackover Lithium, please visit: www.smackoverlithium.com.

About Standard Lithium Ltd.

Standard Lithium is a leading near-commercial lithium development company focused on the sustainable development of a portfolio of large, high-grade lithium-brine properties in the United States. The Company prioritizes projects characterized by the highest quality resources, robust infrastructure, skilled labor, and streamlined permitting. Standard Lithium aims to achieve sustainable, commercial-scale lithium production via the application of a scalable and fully integrated DLE and purification process. The Company’s flagship projects are located in the Smackover Formation, a world-class lithium brine asset, focused in Arkansas and Texas. In partnership with global energy leader Equinor, Standard Lithium is advancing the SWA project, a greenfield project located in southern Arkansas, and actively exploring promising lithium brine prospects in East Texas. Additionally, the Company is advancing the Phase 1A project in partnership with LANXESS Corporation, a brownfield development project located in southern Arkansas. Standard Lithium also holds an interest in certain mineral leases in the Mojave Desert in San Bernardino County, California.

Standard Lithium trades on both the TSX Venture Exchange (the “TSXV”) and the NYSE American under the symbol “SLI”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com.

About Equinor

Equinor is an international energy company committed to long-term value creation in a low-carbon future. Equinor’s portfolio of projects encompasses oil and gas, renewables and low-carbon solutions, with an ambition of becoming a net-zero energy company by 2050. Headquartered in Norway, Equinor is the leading operator on the Norwegian continental shelf and is present in around 30 countries worldwide. Our partnership with Standard Lithium to mature DLE projects builds on our broad US energy portfolio of oil and gas, offshore wind, low carbon solutions and battery storage projects.

For more information on Equinor in the US, please visit: Equinor in the US – Equinor

Media Contacts:

Chris Lang
Standard Lithium Ltd.
investors@standardithium.com

Ola Morten Aanestad
Equinor
oaan@equinor.com

Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release. This news release may contain certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to intended development timelines, future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued existence and success of the joint venture, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. Such statements and information represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements or information. The Company does not intend, and does not assume any obligation to, update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information other than as required by applicable laws, rules and regulations.

MIL-OSI: First Merchants Corporation Announces Fourth Quarter 2024 Earnings Per Share

Source: GlobeNewswire (MIL-OSI)

MUNCIE, Ind., Jan. 30, 2025 (GLOBE NEWSWIRE) — First Merchants Corporation (NASDAQ – FRME)

Fourth Quarter 2024 Highlights:

Net income available to common stockholders was $63.9 million and diluted earnings per common share totaled $1.10, compared to $48.7 million and $0.84 in the third quarter of 2024, and $42.0 million and $0.71 in the fourth quarter of 2023. Excluding the impact of the branch sale and repositioning of the available for sale securities portfolio, adjusted net income available to common stockholders¹was $58.1 million or $1.00 per share for the fourth quarter of 2024.
Strong capital position with Common Equity Tier 1 Capital Ratio of 11.43% and Tangible Common Equity to Tangible Assets Ratio of 8.81%.
Net interest margin was 3.28% compared to 3.23% on a linked quarter basis and 3.16% in the fourth quarter of 2023.
Total loans grew $185.6 million, or 5.9% annualized, on a linked quarter basis, and $368.1 million, or 2.9% during the last twelve months.
Total deposits increased $156.5 million, or 4.4% annualized, on a linked quarter basis, and declined $32.4 million, or 0.2%, during the last twelve months after normalizing for deposits sold during the fourth quarter.
Nonperforming assets to total assets were 43 basis points compared to 35 basis points on a linked quarter basis.
Adjusted efficiency ratio totaled 53.60%¹for the quarter.
Completed the sale of five Illinois branches and certain loans and deposits to Old Second National Bank on December 6, 2024.

“The fourth quarter was a strong finish to the year and showed the momentum we have built with healthy increases in core earnings, NIM and ROA,” said Mark Hardwick, Chief Executive Officer of First Merchants Bank. “We restructured a portion of our securities portfolio and completed the Illinois branch sale to help prioritize our core markets. These actions and the completion of multiple technology initiatives in 2024 have positioned First Merchants to deliver strong results in 2025.”

Fourth Quarter Financial Results:

First Merchants Corporation (the “Corporation”) reported fourth quarter 2024 net income available to common stockholders of $63.9 million compared to $42.0 million during the same period in 2023. Diluted earnings per common share for the period totaled $1.10 compared to the fourth quarter of 2023 result of $0.71. Excluding non-core income and expenses incurred in each period, adjusted net income available to common stockholders¹ for the fourth quarter 2024 was $58.1 million, or $1.00 diluted earnings per common share compared to $53.4 million, or $0.90 in the same period in 2023.

During the quarter, the Corporation completed the sale of five Illinois branches along with loans of $7.4 million and deposits of $267.4 million, generating a gain of $20.0 million recorded in non-interest income. The sale of these branches represents the Corporation’s exit from suburban Chicago markets.

Total assets equaled $18.3 billion and loans totaled $12.9 billion as of quarter-end. During the past twelve months, total loans grew by $368.1 million, or 2.9%. On a linked quarter basis, loans grew $185.6 million, or 5.9% annualized, with growth primarily in commercial loans.

Investments totaling $3.5 billion decreased $350.7 million, or 9.2%, during the last twelve months and decreased $201.5 million on a linked quarter basis. The decline during the quarter was partially due to the sale of $109.6 million of available for sale securities with a weighted average tax-equivalent yield of 2.31%, which resulted in a loss of $11.6 million. The remaining decline for the quarter was due to security paydowns and maturities, as well as a decline in valuation of securities reflecting the movement of interest rates. Sales of available for sale securities in 2024 totaled $268.5 million and resulted in a loss of $20.8 million.

Total deposits were $14.5 billion as of quarter-end and decreased by $299.8 million, or 2.0%, over the past twelve months. The decline was primarily due to the sale of the Illinois branches during the fourth quarter which included $267.4 million of deposits. Excluding this impact, deposits declined by $32.4 million in 2024. On a linked quarter basis, deposits grew by $156.5 million, or 4.4% annualized. The loan to deposit ratio increased slightly to 88.5% at period end from 88.0% in the prior quarter.

The Corporation’s Allowance for Credit Losses – Loans (ACL) totaled $192.8 million as of quarter-end, or 1.50% of total loans, an increase of $4.9 million from prior quarter. Loan charge-offs, net of recoveries totaled $0.8 million and provision for loans of $5.7 million was recorded during the quarter. Reserves for unfunded commitments totaled $18.0 million declining during the quarter due to reserve release of $1.5 million. Net provision for the quarter totaled $4.2 million. Non-performing assets to total assets were 43 basis points for the fourth quarter of 2024, an increase of eight basis points compared to 35 basis points in the prior quarter.

Net interest income totaled $134.4 million for the quarter, an increase of $3.3 million, or 2.5%, compared to the prior quarter and an increase of $4.3 million, or 3.3%, compared to the fourth quarter of 2023. Fully taxable equivalent net interest margin was 3.28%, an increase of five basis points compared to the third quarter of 2024, and an increase of 12 basis points compared to the fourth quarter of 2023. The increase in net interest margin compared to the third quarter was due to lower funding costs and a more favorable earning asset and funding mix.

Noninterest income totaled $42.7 million for the quarter, an increase of $17.9 million compared to the third quarter of 2024 and an increase of $16.3 million compared to the fourth quarter of 2023. When excluding non-core income from each period, noninterest income totaled $34.4 million for the quarter, an increase of $0.4 million compared to third quarter of 2024, and an increase of $5.6 million compared to the fourth quarter of 2023. The increase in core noninterest income over the fourth quarter of 2023 was primarily due to an increase in gains on sales of loans and CRA investment income.

Noninterest expense totaled $96.3 million for the quarter, an increase of $1.7 million from the third quarter of 2024 and a decrease of $11.8 million from the fourth quarter of 2023. The increase in the linked quarter was from higher marketing costs and other one-time operating expenses. The decrease from the fourth quarter of 2023 was due to one-time charges incurred in the prior year which included an FDIC special assessment, early retirement and severance costs, and a lease termination.

The Corporation’s total risk-based capital ratio totaled 13.31%, common equity tier 1 capital ratio totaled 11.43%, and the tangible common equity ratio totaled 8.81%. These ratios continue to reflect the Corporation’s strong liquidity and capital positions.

¹ See “Non-GAAP Financial Information” for reconciliation

CONFERENCE CALL

First Merchants Corporation will conduct a fourth quarter earnings conference call and webcast at 11:30 a.m. (ET) on Thursday, January 30, 2025.

To access via phone, participants will need to register using the following link where they will be provided a phone number and access code: (https://register.vevent.com/register/BIc49ad0293a7844dca2e7171f51e600dd95f36e86b6)

To view the webcast and presentation slides, please go to (https://edge.media-server.com/mmc/p/9t5v76m2) during the time of the call. A replay of the webcast will be available until January 30, 2026.

Detailed financial results are reported on the attached pages.

About First Merchants Corporation

First Merchants Corporation is a financial holding company headquartered in Muncie, Indiana. The Corporation has one full-service bank charter, First Merchants Bank. The Bank also operates as First Merchants Private Wealth Advisors (as a division of First Merchants Bank).

First Merchants Corporation’s common stock is traded on the NASDAQ Global Select Market System under the symbol FRME. Quotations are carried in daily newspapers and can be found on the company’s Internet web page (http://www.firstmerchants.com).

FIRST MERCHANTS and the Shield Logo are federally registered trademarks of First Merchants Corporation.

Forward-Looking Statements

This release contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often, but not always, be identified by the use of words like “believe”, “continue”, “pattern”, “estimate”, “project”, “intend”, “anticipate”, “expect” and similar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”, “might”, “can”, “may”, or similar expressions. These statements include statements about First Merchants’ goals, intentions and expectations; statements regarding the First Merchants’ business plan and growth strategies; statements regarding the asset quality of First Merchants’ loan and investment portfolios; and estimates of First Merchants’ risks and future costs and benefits. These forward-looking statements are subject to significant risks, assumptions and uncertainties that may cause results to differ materially from those set forth in forward-looking statements, including, among other things: possible changes in monetary and fiscal policies, and laws and regulations; the effects of easing restrictions on participants in the financial services industry; the cost and other effects of legal and administrative cases; possible changes in the credit worthiness of customers and the possible impairment of collectability of loans; fluctuations in market rates of interest; competitive factors in the banking industry; changes in the banking legislation or regulatory requirements of federal and state agencies applicable to bank holding companies and banks like First Merchants’ affiliate bank; continued availability of earnings and excess capital sufficient for the lawful and prudent declaration of dividends; changes in market, economic, operational, liquidity (including the ability to grow and maintain core deposits and retain large, uninsured deposits), credit and interest rate risks associated with the First Merchants’ business; and other risks and factors identified in each of First Merchants’ filings with the Securities and Exchange Commission. First Merchants does not undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this press release. In addition, First Merchants’ past results of operations do not necessarily indicate its anticipated future results.

CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)	December 31,
		2024			2023
ASSETS
Cash and due from banks	$	87,616		$	112,649
Interest-bearing deposits		298,891			436,080
Investment securities, net of allowance for credit losses of $245,000 and $245,000		3,460,695			3,811,364
Loans held for sale		18,663			18,934
Loans		12,854,359			12,486,027
Less: Allowance for credit losses – loans		(192,757	)		(204,934	)
Net loans		12,661,602			12,281,093
Premises and equipment		129,743			133,896
Federal Home Loan Bank stock		41,690			41,769
Interest receivable		91,829			97,664
Goodwill and other intangibles		731,830			739,101
Cash surrender value of life insurance		304,906			306,301
Other real estate owned		4,948			4,831
Tax asset, deferred and receivable		92,387			99,883
Other assets		387,169			322,322
TOTAL ASSETS	$	18,311,969		$	18,405,887
LIABILITIES
Deposits:
Noninterest-bearing	$	2,325,579		$	2,500,062
Interest-bearing		12,196,047			12,321,391
Total Deposits		14,521,626			14,821,453
Borrowings:
Federal funds purchased		99,226			—
Securities sold under repurchase agreements		142,876			157,280
Federal Home Loan Bank advances		822,554			712,852
Subordinated debentures and other borrowings		93,529			158,644
Total Borrowings		1,158,185			1,028,776
Interest payable		16,102			18,912
Other liabilities		311,073			289,033
Total Liabilities		16,006,986			16,158,174
STOCKHOLDERS’ EQUITY
Preferred Stock, $1,000 par value, $1,000 liquidation value:
Authorized — 600 cumulative shares
Issued and outstanding – 125 cumulative shares		125			125
Preferred Stock, Series A, no par value, $2,500 liquidation preference:
Authorized — 10,000 non-cumulative perpetual shares
Issued and outstanding – 10,000 non-cumulative perpetual shares		25,000			25,000
Common Stock, $.125 stated value:
Authorized — 100,000,000 shares
Issued and outstanding – 57,974,535 and 59,424,122 shares		7,247			7,428
Additional paid-in capital		1,188,768			1,236,506
Retained earnings		1,272,528			1,154,624
Accumulated other comprehensive loss		(188,685	)		(175,970	)
Total Stockholders’ Equity		2,304,983			2,247,713
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	18,311,969		$	18,405,887

CONSOLIDATED STATEMENTS OF INCOME	Three Months Ended						Twelve Months Ended
(Dollars In Thousands, Except Per Share Amounts)	December 31,						December 31,
		2024			2023			2024			2023
INTEREST INCOME
Loans:
Taxable	$	197,536		$	197,523		$	803,652		$	747,837
Tax-exempt		9,020			8,197			34,262			31,954
Investment securities:
Taxable		9,024			8,644			36,086			35,207
Tax-exempt		12,754			13,821			53,487			58,117
Deposits with financial institutions		5,350			8,034			16,992			17,719
Federal Home Loan Bank stock		958			771			3,527			3,052
Total Interest Income		234,642			236,990			948,006			893,886
INTEREST EXPENSE
Deposits		89,835			96,655			386,127			306,092
Federal funds purchased		26			1			481			1,421
Securities sold under repurchase agreements		680			827			3,057			3,451
Federal Home Loan Bank advances		8,171			6,431			29,886			27,206
Subordinated debentures and other borrowings		1,560			3,013			7,341			10,316
Total Interest Expense		100,272			106,927			426,892			348,486
NET INTEREST INCOME		134,370			130,063			521,114			545,400
Provision for credit losses		4,200			1,500			35,700			3,500
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES		130,170			128,563			485,414			541,900
NONINTEREST INCOME
Service charges on deposit accounts		8,124			7,690			32,606			30,837
Fiduciary and wealth management fees		8,665			8,187			34,215			30,840
Card payment fees		4,957			4,437			19,317			18,862
Net gains and fees on sales of loans		5,681			4,111			20,840			15,659
Derivative hedge fees		1,594			1,049			3,082			3,385
Other customer fees		316			237			1,547			1,880
Earnings on cash surrender value of life insurance		2,188			3,202			8,464			8,347
Net realized losses on sales of available for sale securities		(11,592	)		(2,317	)		(20,757	)		(6,930	)
Gain on branch sale		19,983			—			19,983			—
Other income (loss)		2,826			(152	)		6,283			2,722
Total Noninterest Income		42,742			26,444			125,580			105,602
NONINTEREST EXPENSES
Salaries and employee benefits		55,437			60,967			221,167			228,745
Net occupancy		7,335			9,089			28,387			29,859
Equipment		7,028			6,108			26,802			24,113
Marketing		2,582			2,647			7,389			7,427
Outside data processing fees		6,029			5,875			27,140			25,165
Printing and office supplies		377			402			1,462			1,552
Intangible asset amortization		1,771			2,182			7,271			8,743
FDIC assessments		3,744			7,557			15,029			14,674
Other real estate owned and foreclosure expenses		227			1,743			2,076			3,318
Professional and other outside services		3,777			3,981			14,586			16,172
Other expenses		7,982			7,552			27,957			28,502
Total Noninterest Expenses		96,289			108,103			379,266			388,270
INCOME BEFORE INCOME TAX		76,623			46,904			231,728			259,232
Income tax expense		12,274			4,425			30,326			35,446
NET INCOME		64,349			42,479			201,402			223,786
Preferred stock dividends		469			469			1,875			1,875
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS	$	63,880		$	42,010		$	199,527		$	221,911
Per Share Data:
Basic Net Income Available to Common Stockholders	$	1.10		$	0.71		$	3.42		$	3.74
Diluted Net Income Available to Common Stockholders	$	1.10		$	0.71		$	3.41		$	3.73
Cash Dividends Paid to Common Stockholders	$	0.35		$	0.34		$	1.39		$	1.34
Average Diluted Common Shares Outstanding (in thousands)		58,247			59,556			58,533			59,489

FINANCIAL HIGHLIGHTS
(Dollars in thousands)	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
		2024			2023			2024			2023
NET CHARGE-OFFS	$	771		$	3,148		$	49,377		$	25,643

AVERAGE BALANCES:
Total Assets	$	18,478,303		$	18,397,200		$	18,400,495		$	18,186,507
Total Loans		12,757,676			12,396,451			12,634,324			12,297,974
Total Earning Assets		17,089,198			17,222,714			17,054,267			16,991,787
Total Deposits		14,788,294			15,000,580			14,816,564			14,721,498
Total Stockholders’ Equity		2,312,270			2,130,993			2,252,491			2,127,262

FINANCIAL RATIOS:
Return on Average Assets		1.39	%		0.92	%		1.09	%		1.23	%
Return on Average Stockholders’ Equity		11.05			7.89			8.86			10.43
Return on Tangible Common Stockholders’ Equity		16.75			12.75			13.71			16.76
Average Earning Assets to Average Assets		92.48			93.62			92.68			93.43
Allowance for Credit Losses – Loans as % of Total Loans		1.50			1.64			1.50			1.64
Net Charge-offs as % of Average Loans (Annualized)		0.02			0.10			0.39			0.21
Average Stockholders’ Equity to Average Assets		12.51			11.58			12.24			11.70
Tax Equivalent Yield on Average Earning Assets		5.63			5.64			5.69			5.40
Interest Expense/Average Earning Assets		2.35			2.48			2.50			2.05
Net Interest Margin (FTE) on Average Earning Assets		3.28			3.16			3.19			3.35
Efficiency Ratio		48.48			63.26			53.55			55.17
Tangible Common Book Value Per Share	$	26.78		$	25.06		$	26.78		$	25.06

NONPERFORMING ASSETS
(Dollars In Thousands)	December 31,			September 30,			June 30,			March 31,			December 31,
		2024			2024			2024			2024			2023
Nonaccrual Loans	$	73,773		$	59,088		$	61,906		$	62,478		$	53,580
Other Real Estate Owned and Repossessions		4,948			5,247			4,824			4,886			4,831
Nonperforming Assets (NPA)		78,721			64,335			66,730			67,364			58,411
90+ Days Delinquent		5,902			14,105			1,686			2,838			172
NPAs & 90 Day Delinquent	$	84,623		$	78,440		$	68,416		$	70,202		$	58,583

Allowance for Credit Losses – Loans	$	192,757		$	187,828		$	189,537		$	204,681		$	204,934
Quarterly Net Charge-offs		771			6,709			39,644			2,253			3,148
NPAs / Actual Assets %		0.43	%		0.35	%		0.36	%		0.37	%		0.32	%
NPAs & 90 Day / Actual Assets %		0.46	%		0.43	%		0.37	%		0.38	%		0.32	%
NPAs / Actual Loans and OREO %		0.61	%		0.51	%		0.53	%		0.54	%		0.47	%
Allowance for Credit Losses – Loans / Actual Loans (%)		1.50	%		1.48	%		1.50	%		1.64	%		1.64	%
Net Charge-offs as % of Average Loans (Annualized)		0.02	%		0.21	%		1.26	%		0.07	%		0.10	%

CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)	December 31,			September 30,			June 30,			March 31,			December 31,
		2024			2024			2024			2024			2023
ASSETS
Cash and due from banks	$	87,616		$	84,719		$	105,372		$	100,514		$	112,649
Interest-bearing deposits		298,891			359,126			168,528			410,497			436,080
Investment securities, net of allowance for credit losses		3,460,695			3,662,145			3,753,088			3,783,574			3,811,364
Loans held for sale		18,663			40,652			32,292			15,118			18,934
Loans		12,854,359			12,646,808			12,639,650			12,465,582			12,486,027
Less: Allowance for credit losses – loans		(192,757	)		(187,828	)		(189,537	)		(204,681	)		(204,934	)
Net loans		12,661,602			12,458,980			12,450,113			12,260,901			12,281,093
Premises and equipment		129,743			129,582			133,245			132,706			133,896
Federal Home Loan Bank stock		41,690			41,716			41,738			41,758			41,769
Interest receivable		91,829			92,055			97,546			92,550			97,664
Goodwill and other intangibles		731,830			733,601			735,373			737,144			739,101
Cash surrender value of life insurance		304,906			304,613			306,379			306,028			306,301
Other real estate owned		4,948			5,247			4,824			4,886			4,831
Tax asset, deferred and receivable		92,387			86,732			107,080			101,121			99,883
Other assets		387,169			348,384			367,845			331,006			322,322
TOTAL ASSETS	$	18,311,969		$	18,347,552		$	18,303,423		$	18,317,803		$	18,405,887
LIABILITIES
Deposits:
Noninterest-bearing	$	2,325,579		$	2,334,197		$	2,303,313		$	2,338,364		$	2,500,062
Interest-bearing		12,196,047			12,030,903			12,265,757			12,546,220			12,321,391
Total Deposits		14,521,626			14,365,100			14,569,070			14,884,584			14,821,453
Borrowings:
Federal funds purchased		99,226			30,000			147,229			—			—
Securities sold under repurchase agreements		142,876			124,894			100,451			130,264			157,280
Federal Home Loan Bank advances		822,554			832,629			832,703			612,778			712,852
Subordinated debentures and other borrowings		93,529			93,562			93,589			118,612			158,644
Total Borrowings		1,158,185			1,081,085			1,173,972			861,654			1,028,776
Deposits and other liabilities held for sale		—			288,476			—			—			—
Interest payable		16,102			18,089			18,554			19,262			18,912
Other liabilities		311,073			292,429			329,302			327,500			289,033
Total Liabilities		16,006,986			16,045,179			16,090,898			16,093,000			16,158,174
STOCKHOLDERS’ EQUITY
Preferred Stock, $1,000 par value, $1,000 liquidation value:
Authorized — 600 cumulative shares
Issued and outstanding – 125 cumulative shares		125			125			125			125			125
Preferred Stock, Series A, no par value, $2,500 liquidation preference:
Authorized — 10,000 non-cumulative perpetual shares
Issued and outstanding – 10,000 non-cumulative perpetual shares		25,000			25,000			25,000			25,000			25,000
Common Stock, $.125 stated value:
Authorized — 100,000,000 shares
Issued and outstanding		7,247			7,265			7,256			7,321			7,428
Additional paid-in capital		1,188,768			1,192,683			1,191,193			1,208,447			1,236,506
Retained earnings		1,272,528			1,229,125			1,200,930			1,181,939			1,154,624
Accumulated other comprehensive loss		(188,685	)		(151,825	)		(211,979	)		(198,029	)		(175,970	)
Total Stockholders’ Equity		2,304,983			2,302,373			2,212,525			2,224,803			2,247,713
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	18,311,969		$	18,347,552		$	18,303,423		$	18,317,803		$	18,405,887

CONSOLIDATED STATEMENTS OF INCOME
(Dollars In Thousands, Except Per Share Amounts)	December 31,			September 30,			June 30,			March 31,			December 31,
		2024			2024			2024			2024			2023
INTEREST INCOME
Loans:
Taxable	$	197,536		$	206,680		$	201,413		$	198,023		$	197,523
Tax-exempt		9,020			8,622			8,430			8,190			8,197
Investment securities:
Taxable		9,024			9,263			9,051			8,748			8,644
Tax-exempt		12,754			13,509			13,613			13,611			13,821
Deposits with financial institutions		5,350			2,154			2,995			6,493			8,034
Federal Home Loan Bank stock		958			855			879			835			771
Total Interest Income		234,642			241,083			236,381			235,900			236,990
INTEREST EXPENSE
Deposits		89,835			98,856			99,151			98,285			96,655
Federal funds purchased		26			329			126			—			1
Securities sold under repurchase agreements		680			700			645			1,032			827
Federal Home Loan Bank advances		8,171			8,544			6,398			6,773			6,431
Subordinated debentures and other borrowings		1,560			1,544			1,490			2,747			3,013
Total Interest Expense		100,272			109,973			107,810			108,837			106,927
NET INTEREST INCOME		134,370			131,110			128,571			127,063			130,063
Provision for credit losses		4,200			5,000			24,500			2,000			1,500
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES		130,170			126,110			104,071			125,063			128,563
NONINTEREST INCOME
Service charges on deposit accounts		8,124			8,361			8,214			7,907			7,690
Fiduciary and wealth management fees		8,665			8,525			8,825			8,200			8,187
Card payment fees		4,957			5,121			4,739			4,500			4,437
Net gains and fees on sales of loans		5,681			6,764			5,141			3,254			4,111
Derivative hedge fees		1,594			736			489			263			1,049
Other customer fees		316			344			460			427			237
Earnings on cash surrender value of life insurance		2,188			2,755			1,929			1,592			3,202
Net realized losses on sales of available for sale securities		(11,592	)		(9,114	)		(49	)		(2	)		(2,317	)
Gain on branch sale		19,983			—			—			—			—
Other income (loss)		2,826			1,374			1,586			497			(152	)
Total Noninterest Income		42,742			24,866			31,334			26,638			26,444
NONINTEREST EXPENSES
Salaries and employee benefits		55,437			55,223			52,214			58,293			60,967
Net occupancy		7,335			6,994			6,746			7,312			9,089
Equipment		7,028			6,949			6,599			6,226			6,108
Marketing		2,582			1,836			1,773			1,198			2,647
Outside data processing fees		6,029			7,150			7,072			6,889			5,875
Printing and office supplies		377			378			354			353			402
Intangible asset amortization		1,771			1,772			1,771			1,957			2,182
FDIC assessments		3,744			3,720			3,278			4,287			7,557
Other real estate owned and foreclosure expenses		227			942			373			534			1,743
Professional and other outside services		3,777			3,035			3,822			3,952			3,981
Other expenses		7,982			6,630			7,411			5,934			7,552
Total Noninterest Expenses		96,289			94,629			91,413			96,935			108,103
INCOME BEFORE INCOME TAX		76,623			56,347			43,992			54,766			46,904
Income tax expense		12,274			7,160			4,067			6,825			4,425
NET INCOME		64,349			49,187			39,925			47,941			42,479
Preferred stock dividends		469			468			469			469			469
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS	$	63,880		$	48,719		$	39,456		$	47,472		$	42,010
Per Share Data:
Basic Net Income Available to Common Stockholders	$	1.10		$	0.84		$	0.68		$	0.80		$	0.71
Diluted Net Income Available to Common Stockholders	$	1.10		$	0.84		$	0.68		$	0.80		$	0.71
Cash Dividends Paid to Common Stockholders	$	0.35		$	0.35		$	0.35		$	0.34		$	0.34
Average Diluted Common Shares Outstanding (in thousands)		58,247			58,289			58,328			59,273			59,556
FINANCIAL RATIOS:
Return on Average Assets		1.39	%		1.07	%		0.87	%		1.04	%		0.92	%
Return on Average Stockholders’ Equity		11.05			8.66			7.16			8.47			7.89
Return on Tangible Common Stockholders’ Equity		16.75			13.39			11.29			13.21			12.75
Average Earning Assets to Average Assets		92.48			92.54			92.81			92.91			93.62
Allowance for Credit Losses – Loans as % of Total Loans		1.50			1.48			1.50			1.64			1.64
Net Charge-offs as % of Average Loans (Annualized)		0.02			0.21			1.26			0.07			0.10
Average Stockholders’ Equity to Average Assets		12.51			12.26			12.02			12.17			11.58
Tax Equivalent Yield on Average Earning Assets		5.63			5.82			5.69			5.65			5.64
Interest Expense/Average Earning Assets		2.35			2.59			2.53			2.55			2.48
Net Interest Margin (FTE) on Average Earning Assets		3.28			3.23			3.16			3.10			3.16
Efficiency Ratio		48.48			53.76			53.84			59.21			63.26
Tangible Common Book Value Per Share	$	26.78		$	26.64		$	25.10		$	25.07		$	25.06

LOANS
(Dollars In Thousands)	December 31,			September 30,			June 30,			March 31,			December 31,
		2024			2024			2024			2024			2023
Commercial and industrial loans	$	4,114,292		$	4,041,217		$	3,949,817		$	3,722,365		$	3,670,948
Agricultural land, production and other loans to farmers		256,312			238,743			239,926			234,431			263,414
Real estate loans:
Construction		792,144			814,704			823,267			941,726			957,545
Commercial real estate, non-owner occupied		2,274,016			2,251,351			2,323,533			2,368,360			2,400,839
Commercial real estate, owner occupied		1,157,944			1,152,751			1,174,195			1,137,894			1,162,083
Residential		2,374,729			2,366,943			2,370,905			2,316,490			2,288,921
Home equity		659,811			641,188			631,104			618,258			617,571
Individuals’ loans for household and other personal expenditures		166,028			158,480			162,089			161,459			168,388
Public finance and other commercial loans		1,059,083			981,431			964,814			964,599			956,318
Loans		12,854,359			12,646,808			12,639,650			12,465,582			12,486,027
Allowance for credit losses – loans		(192,757	)		(187,828	)		(189,537	)		(204,681	)		(204,934	)
NET LOANS	$	12,661,602		$	12,458,980		$	12,450,113		$	12,260,901		$	12,281,093

DEPOSITS
(Dollars In Thousands)	December 31,		September 30,		June 30,		March 31,		December 31,
	2024		2024		2024		2024		2023
Demand deposits	$	7,980,061	$	7,678,510	$	7,757,679	$	7,771,976	$	7,965,862
Savings deposits		4,522,758		4,302,236		4,339,161		4,679,593		4,516,433
Certificates and other time deposits of $100,000 or more		1,043,068		1,277,833		1,415,131		1,451,443		1,408,985
Other certificates and time deposits		692,068		802,949		889,949		901,280		849,906
Brokered certificates of deposits¹		283,671		303,572		167,150		80,292		80,267
TOTAL DEPOSITS²	$	14,521,626	$	14,365,100	$	14,569,070	$	14,884,584	$	14,821,453

_{^{1 –} Total brokered deposits of $955.7 million, which includes brokered CD’s of $283.7 million at December 31, 2024.}
_{² – Total deposits at September 30, 2024 excluded $287.7 million of deposits reclassified to Deposits and other liabilities held for sale related to the Illinois branch sale. The sale of $267.4 million of deposits associated with the Illinois branch sale was subsequently completed on December 6, 2024.}

CONSOLIDATED AVERAGE BALANCE SHEET AND NET INTEREST MARGIN ANALYSIS
(Dollars in Thousands)
	For the Three Months Ended
	December 31, 2024						December 31, 2023
	Average Balance		Interest Income / Expense		Average Rate		Average Balance		Interest Income / Expense		Average Rate
ASSETS
Interest-bearing deposits	$	522,868	$	5,350	4.09	%	$	700,705	$	8,034	4.59	%
Federal Home Loan Bank stock		41,703		958	9.19			41,792		771	7.38
Investment Securities:⁽¹⁾
Taxable		1,677,554		9,024	2.15			1,801,533		8,644	1.92
Tax-exempt⁽²⁾		2,089,397		16,144	3.09			2,282,233		17,495	3.07
Total Investment Securities		3,766,951		25,168	2.67			4,083,766		26,139	2.56
Loans held for sale		36,219		550	6.07			16,355		246	6.02
Loans:⁽³⁾
Commercial		8,753,723		156,414	7.15			8,533,233		159,190	7.46
Real estate mortgage		2,177,351		24,401	4.48			2,118,060		21,829	4.12
HELOC and installment		841,537		16,171	7.69			820,728		16,258	7.92
Tax-exempt⁽²⁾		948,846		11,418	4.81			908,075		10,376	4.57
Total Loans		12,757,676		208,954	6.55			12,396,451		207,899	6.71
Total Earning Assets		17,089,198		240,430	5.63	%		17,222,714		242,843	5.64	%
Total Non-Earning Assets		1,389,105						1,174,486
TOTAL ASSETS	$	18,478,303					$	18,397,200
LIABILITIES
Interest-Bearing Deposits:
Interest-bearing deposits	$	5,564,228	$	37,049	2.66	%	$	5,504,725	$	40,996	2.98	%
Money market deposits		3,189,334		25,463	3.19			3,096,085		27,909	3.61
Savings deposits		1,362,705		3,102	0.91			1,587,758		3,913	0.99
Certificates and other time deposits		2,313,284		24,221	4.19			2,225,528		23,837	4.28
Total Interest-Bearing Deposits		12,429,551		89,835	2.89			12,414,096		96,655	3.11
Borrowings		1,049,677		10,437	3.98			1,013,856		10,272	4.05
Total Interest-Bearing Liabilities		13,479,228		100,272	2.98			13,427,952		106,927	3.19
Noninterest-bearing deposits		2,358,743						2,586,484
Other liabilities		328,062						251,771
Total Liabilities		16,166,033						16,266,207
STOCKHOLDERS’ EQUITY		2,312,270						2,130,993
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	18,478,303		100,272			$	18,397,200		106,927
Net Interest Income (FTE)			$	140,158					$	135,916
Net Interest Spread (FTE)⁽⁴⁾					2.65	%					2.45	%

Net Interest Margin (FTE):
Interest Income (FTE) / Average Earning Assets					5.63	%					5.64	%
Interest Expense / Average Earning Assets					2.35	%					2.48	%
Net Interest Margin (FTE)⁽⁵⁾					3.28	%					3.16	%

_{⁽¹⁾Average balance of securities is computed based on the average of the historical amortized cost balances without the effects of the fair value adjustments. Annualized amounts are computed using a 30/360 day basis.}
_{⁽²⁾Tax-exempt securities and loans are presented on a fully taxable equivalent basis, using a marginal tax rate of 21 percent for 2024 and 2023. These totals equal $5,788 and $5,853 for the three months ended December 31, 2024 and 2023, respectively.}
_{⁽³⁾Non accruing loans have been included in the average balances.}
_{⁽⁴⁾Net Interest Spread (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average interest-bearing liabilities.}
_{⁽⁵⁾Net Interest Margin (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average earning assets.}


CONSOLIDATED AVERAGE BALANCE SHEET AND NET INTEREST MARGIN ANALYSIS
(Dollars in Thousands)
	For the Twelve Months Ended
	December 31, 2024						December 31, 2023
	Average Balance		Interest Income / Expense		Average Rate		Average Balance		Interest Income / Expense		Average Rate
Assets:
Interest-bearing deposits	$	418,163	$	16,992	4.06	%	$	431,581	$	17,719	4.11	%
Federal Home Loan Bank stock		41,736		3,527	8.45			41,319		3,052	7.39
Investment Securities:⁽¹⁾
Taxable		1,759,578		36,086	2.05			1,854,438		35,207	1.90
Tax-exempt⁽²⁾		2,200,466		67,705	3.08			2,366,475		73,566	3.11
Total Investment Securities		3,960,044		103,791	2.62			4,220,913		108,773	2.58
Loans held for sale		29,650		1,792	6.04			21,766		1,292	5.94
Loans:⁽³⁾
Commercial		8,687,638		641,393	7.38			8,519,706		603,611	7.08
Real estate mortgage		2,158,743		94,890	4.40			2,035,488		82,183	4.04
HELOC and installment		830,079		65,577	7.90			830,006		60,751	7.32
Tax-exempt⁽²⁾		928,214		43,370	4.67			891,008		40,448	4.54
Total Loans		12,634,324		847,022	6.70			12,297,974		788,285	6.41
Total Earning Assets		17,054,267		971,332	5.69	%		16,991,787		917,829	5.40	%
Total Non-Earning Assets		1,346,228						1,194,720
Total Assets	$	18,400,495					$	18,186,507
Liabilities:
Interest-Bearing deposits:
Interest-bearing deposits	$	5,506,492	$	157,984	2.87	%	$	5,435,733	$	138,012	2.54	%
Money market deposits		3,061,461		106,026	3.46			2,884,271		83,777	2.90
Savings deposits		1,463,707		14,587	1.00			1,694,230		14,606	0.86
Certificates and other time deposits		2,413,900		107,530	4.45			1,923,268		69,697	3.62
Total Interest-Bearing Deposits		12,445,560		386,127	3.10			11,937,502		306,092	2.56
Borrowings		1,005,017		40,765	4.06			1,111,472		42,394	3.81
Total Interest-Bearing Liabilities		13,450,577		426,892	3.17			13,048,974		348,486	2.67
Noninterest-bearing deposits		2,371,004						2,783,996
Other liabilities		326,423						226,275
Total Liabilities		16,148,004						16,059,245
Stockholders’ Equity		2,252,491						2,127,262
Total Liabilities and Stockholders’ Equity	$	18,400,495		426,892			$	18,186,507		348,486
Net Interest Income (FTE)			$	544,440					$	569,343
Net Interest Spread (FTE)⁽⁴⁾					2.52	%					2.73	%

Net Interest Margin (FTE):
Interest Income (FTE) / Average Earning Assets					5.69	%					5.40	%
Interest Expense / Average Earning Assets					2.50	%					2.05	%
Net Interest Margin (FTE)⁽⁵⁾					3.19	%					3.35	%

_{⁽¹⁾Average balance of securities is computed based on the average of the historical amortized cost balances without the effects of the fair value adjustments. Annualized amounts are computed using a 30/360 day basis.}
_{⁽²⁾Tax-exempt securities and loans are presented on a fully taxable equivalent basis, using a marginal tax rate of 21 percent for 2024 and 2023. These totals equal $23,326 and $23,943 for the years ended December 31, 2024 and 2023, respectively.}
_{⁽³⁾Non accruing loans have been included in the average balances.}
_{⁽⁴⁾Net Interest Spread (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average interest-bearing liabilities.}
_{⁽⁵⁾Net Interest Margin (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average earning assets.}

ADJUSTED NET INCOME AND DILUTED EARNINGS PER COMMON SHARE – NON-GAAP
(Dollars In Thousands, Except Per Share Amounts)	Three Months Ended															Twelve Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,			December 31,			December 31,
		2024			2024			2024			2024			2023			2024			2023
Net Income Available to Common Stockholders – GAAP	$	63,880		$	48,719		$	39,456		$	47,472		$	42,010		$	199,527		$	221,911
Adjustments:
PPP loan income		—			—			—			—			(7	)		—			(49	)
Net realized losses on sales of available for sale securities		11,592			9,114			49			2			2,317			20,757			6,930
Gain on branch sale		(19,983	)		—			—			—			—			(19,983	)		—
Non-core expenses^1,2,3		762			—			—			3,481			12,682			4,243			12,682
Tax on adjustments		1,851			(2,220	)		(12	)		(848	)		(3,652	)		(1,229	)		(4,767	)
Adjusted Net Income Available to Common Stockholders – Non-GAAP	$	58,102		$	55,613		$	39,493		$	50,107		$	53,350		$	203,315		$	236,707

Average Diluted Common Shares Outstanding (in thousands)		58,247			58,289			58,328			59,273			59,556			58,533			59,489

Diluted Earnings Per Common Share – GAAP	$	1.10		$	0.84		$	0.68		$	0.80		$	0.71		$	3.41		$	3.73
Adjustments:
PPP loan income		—			—			—			—			—			—			—
Net realized losses on sales of available for sale securities		0.20			0.15			—			—			0.04			0.35			0.12
Gain on branch sale		(0.34	)		—			—			—			—			(0.34	)		—
Non-core expenses^1,2,3		0.01			—			—			0.06			0.21			0.07			0.21
Tax on adjustments		0.03			(0.04	)		—			(0.01	)		(0.06	)		(0.02	)		(0.08	)
Adjusted Diluted Earnings Per Common Share – Non-GAAP	$	1.00		$	0.95		$	0.68		$	0.85		$	0.90		$	3.47		$	3.98

_{¹ – Non-core expenses in 4Q24 included $0.8 million of costs directly related to the branch sale.}
_{² – Non-core expenses in 1Q24 included $2.4 million from duplicative online banking conversion costs and $1.1 million from the FDIC special assessment.}
_{³ – Non-core expenses in 4Q23 included $6.3 million from early retirement and severance costs, $4.3 million from the FDIC special assessment, and $2.1 million from a lease termination.}

NET INTEREST MARGIN (“NIM”), ADJUSTED
(Dollars in Thousands)
	Three Months Ended															Twelve Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,			December 31,			December 31,
		2024			2024			2024			2024			2023			2024			2023
Net Interest Income (GAAP)	$	134,370		$	131,110		$	128,571		$	127,063		$	130,063		$	521,114		$	545,400
Fully Taxable Equivalent (“FTE”) Adjustment		5,788			5,883			5,859			5,795			5,853			23,326			23,943
Net Interest Income (FTE) (non-GAAP)	$	140,158		$	136,993		$	134,430		$	132,858		$	135,916		$	544,440		$	569,343

Average Earning Assets (GAAP)	$	17,089,198		$	16,990,358		$	17,013,984		$	17,123,851		$	17,222,714		$	17,054,267		$	16,991,787
Net Interest Margin (GAAP)		3.15	%		3.09	%		3.02	%		2.97	%		3.02	%		3.06	%		3.21	%
Net Interest Margin (FTE) (non-GAAP)		3.28	%		3.23	%		3.16	%		3.10	%		3.16	%		3.19	%		3.35	%

RETURN ON TANGIBLE COMMON EQUITY – NON-GAAP
(Dollars In Thousands)	Three Months Ended															Twelve Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,			December 31,			December 31,
		2024			2024			2024			2024			2023			2024			2023
Total Average Stockholders’ Equity (GAAP)	$	2,312,270		$	2,251,547		$	2,203,361		$	2,242,139		$	2,130,993		$	2,252,491		$	2,127,262
Less: Average Preferred Stock		(25,125	)		(25,125	)		(25,125	)		(25,125	)		(25,125	)		(25,125	)		(25,125	)
Less: Average Intangible Assets, Net of Tax		(728,218	)		(729,581	)		(730,980	)		(732,432	)		(734,007	)		(730,295	)		(736,601	)
Average Tangible Common Equity, Net of Tax (Non-GAAP)	$	1,558,927		$	1,496,841		$	1,447,256		$	1,484,582		$	1,371,861		$	1,497,071		$	1,365,536

Net Income Available to Common Stockholders (GAAP)	$	63,880		$	48,719		$	39,456		$	47,472		$	42,010		$	199,527		$	221,911
Plus: Intangible Asset Amortization, Net of Tax		1,399			1,399			1,399			1,546			1,724			5,744			6,906
Tangible Net Income (Non-GAAP)	$	65,279		$	50,118		$	40,855		$	49,018		$	43,734		$	205,271		$	228,817

Return on Tangible Common Equity (Non-GAAP)		16.75	%		13.39	%		11.29	%		13.21	%		12.75	%		13.71	%		16.76	%

EFFICIENCY RATIO – NON-GAAP
(Dollars In Thousands)	Three Months Ended															Twelve Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,			December 31,			December 31,
		2024			2024			2024			2024			2023			2024			2023
Non Interest Expense (GAAP)	$	96,289		$	94,629		$	91,413		$	96,935		$	108,103		$	379,266		$	388,270
Less: Intangible Asset Amortization		(1,771	)		(1,772	)		(1,771	)		(1,957	)		(2,182	)		(7,271	)		(8,743	)
Less: OREO and Foreclosure Expenses		(227	)		(942	)		(373	)		(534	)		(1,743	)		(2,076	)		(3,318	)
Adjusted Non Interest Expense (Non-GAAP)	$	94,291		$	91,915		$	89,269		$	94,444		$	104,178		$	369,919		$	376,209

Net Interest Income (GAAP)	$	134,370		$	131,110		$	128,571		$	127,063		$	130,063		$	521,114		$	545,400
Plus: Fully Taxable Equivalent Adjustment		5,788			5,883			5,859			5,795			5,853			23,326			23,943
Net Interest Income on a Fully Taxable Equivalent Basis (Non-GAAP)	$	140,158		$	136,993		$	134,430		$	132,858		$	135,916		$	544,440		$	569,343

Non Interest Income (GAAP)	$	42,742		$	24,866		$	31,334		$	26,638		$	26,444		$	125,580		$	105,602
Less: Investment Securities (Gains) Losses		11,592			9,114			49			2			2,317			20,757			6,930
Adjusted Non Interest Income (Non-GAAP)	$	54,334		$	33,980		$	31,383		$	26,640		$	28,761		$	146,337		$	112,532
Adjusted Revenue (Non-GAAP)	$	194,492		$	170,973		$	165,813		$	159,498		$	164,677		$	690,777		$	681,875
Efficiency Ratio (Non-GAAP)		48.48	%		53.76	%		53.84	%		59.21	%		63.26	%		53.55	%		55.17	%

Adjusted Non Interest Expense (Non-GAAP)	$	94,291		$	91,915		$	89,269		$	94,444		$	104,178		$	369,919		$	376,209
Less: Acquisition-related Expenses		—			—			—			—			—			—			—
Less: Non-core Expenses^1,2,3		(762	)		—			—			(3,481	)		(12,682	)		(4,243	)		(12,682	)
Adjusted Non Interest Expense Excluding Non-core Expenses (Non-GAAP)	$	93,529		$	91,915		$	89,269		$	90,963		$	91,496		$	365,676		$	363,527

Adjusted Revenue (Non-GAAP)	$	194,492		$	170,973		$	165,813		$	159,498		$	164,677		$	690,777		$	681,875
Less: Gain on Branch Sale		(19,983	)		—			—			—			—			(19,983	)		—
Adjusted Revenue Excluding Gain on Branch Sale (Non-GAAP)	$	174,509		$	170,973		$	165,813		$	159,498		$	164,677		$	670,794		$	681,875
Adjusted Efficiency Ratio (Non-GAAP)		53.60	%		53.76	%		53.84	%		57.03	%		55.56	%		54.51	%		53.31	%

_{¹ – Non-core expenses in 4Q24 included $0.8 million of costs directly related to the branch sale.}
_{² – Non-core expenses in 1Q24 included $2.4 million from duplicative online banking conversion costs and $1.1 million from the FDIC special assessment.}
_{³ – Non-core expenses in 4Q23 included $6.3 million from early retirement and severance costs, $4.3 million from the FDIC special assessment, and $2.1 million from a lease termination.}

For more information, contact:
Nicole M. Weaver, Vice President and Director of Corporate Administration
765-521-7619
http://www.firstmerchants.com

SOURCE: First Merchants Corporation, Muncie, Indiana

MIL-OSI: Flex Pricing Releases First Ever User Level Dynamic Pricing Software

Source: GlobeNewswire (MIL-OSI)

CHEYENNE, Wyo., Jan. 30, 2025 (GLOBE NEWSWIRE) — Flex Pricing is announcing the release of the world’s first user level dynamic pricing software for e-commerce. The software enables merchants to set pricing rules based on user attributes including shoppers estimated income, type of device they’re browsing on and their geographic location. Unique prices display to each shopper, in real-time, without any perception that the prices rendered are unique to them.

FlexPricing Logo

This technology has previously only been developed and used internally, by large multinational companies. Flex Pricing will not bring this advanced technology to small and medium sized merchants in the e-commerce industry.

Flex Pricing has released it’s software as a Woo Commerce plugin, supporting merchants that sell goods on WordPress sites through Woo Commerce. Additionally Flex Pricing plans the release of a Shopify compatible application by March 1^st. With the release of the Shopify app, Flex Pricing’s patent pending software will become available to nearly 90% of all U.S. based ecommerce businesses.

Merchants using the Flex Pricing application can expect benefits in both conversion rate and margin, which is a unique benefit of a user level dynamic pricing system. Shoppers with greater price sensitivities, determined by a variety of user attributes can be rendered a lower, more competitive price to increase the likelihood of a conversion. Whereas shoppers who are less price sensitive, often determined by attributes indicative of high affluence can be rendered a higher price to increase margins.

Learn more about Flex Pricing at FlexPricing.com and follow us on Twitter https://twitter.com/FlexPricing or YouTube https://www.youtube.com/@FlexPricing

Media Contact:

Brendon Fields
Flex Pricing LLC
press@flexpricing.com
914-384-7611

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/c5211a66-0600-4fcb-b8ec-7fa4b086a476

https://www.youtube.com/watch?v=n4CeAb14epk

MIL-OSI Video: Minister Angie Motshekga outlines the current situation in DRC.

Source: Republic of South Africa (video statements-2)

https://www.youtube.com/watch?v=ZosnVZdxqBg

MIL-OSI Video: Minister Ronald Lamola gives an update on the upcoming SADC Summit.

Source: Republic of South Africa (video statements-2)

https://www.youtube.com/watch?v=Mh5R3JMDdo8

MIL-OSI Video: Minister Aaron Motsoaledi on the withdrawal of funding from the US.

Source: Republic of South Africa (video statements-2)

https://www.youtube.com/watch?v=jO7wTJn0BPI

MIL-OSI Video: Minister Khumbudzo Ntshavheni briefs media on the outcomes of Cabinet Lekgotla.

Source: Republic of South Africa (video statements-2)

MIL-OSI United Kingdom: New submarine facility in Bristol opened by Defence Minister

Source: United Kingdom – Executive Government & Departments

New Submarine Availability Support Hub will support 100 new jobs, boost engineering capabilities and deliver on the Government’s Plan for Change.

Defence Minister Maria Eagle opening the facility

New Submarine Availability Support Hub will support 100 new jobs, boost engineering capabilities and deliver on the Government’s Plan for Change.
The state-of-the-art facility will bring Government and industry closer together – enabling faster decision- making and innovative problem solving.
Follows the launch of the Government’s new Defence Industrial Strategy, which will ensure the defence sector is an engine for growth.

Britain’s nuclear submarine patrols will be strengthened by a new hub that brings Government and industry closer together, creating 100 new jobs and supporting apprenticeships across the UK.

The Submarine Availability Support Hub (SASH) will improve submarine delivery, boost UK engineering capabilities, and help maintain the continuous at-sea nuclear deterrent.

The opening of the state-of-the-art facility will help deliver the government’s Plan for Change by strengthening security and supporting the mission to kickstart economic growth.

The facility will enable the Defence Nuclear Enterprise – the partnership of organisations that operate, maintain, renew and sustain the UK’s nuclear deterrent – to work together more seamlessly with Babcock and other contractors to drive better submarine availability and delivery.

This will be achieved through utilising cutting-edge digital and learning tools and drawing together technical and engineering expertise in a collaborative space.

The investment demonstrates the government’s commitment to the national security and follows the launch of the consultation for the Defence Industrial Strategy – which will place deterrence at the heart of a new approach and ensures the defence sector is an engine for growth in every region and nation of the UK.

Defence Minister Maria Eagle today opened the SASH in Bristol, which adds to the 42,000 jobs, and supply chain of 3,000 businesses already supporting our national endeavour to maintain the continuous at-sea nuclear deterrent.

Minister for Defence Procurement and Industry, Maria Eagle MP, said:

It was a privilege to open the new Babcock Submarine Availability Support Hub in Bristol, and to have the opportunity to speak with civilian colleagues and Navy personnel alike.

The investment in this new facility is another demonstration of the government’s commitment to making defence an engine for growth.

This brand new facility will benefit the UK’s nuclear deterrent, which safeguards our security, and bolsters our country’s prosperity.

Submarine Delivery Agency, CEO Sir Chris Gardner KBE said:

The opening of the Submarine Availability Support Hub in Bristol provides a collaborative space that will support submarine availability for the Royal Navy in defence of our nation. This innovative facility is a clear demonstration of the government’s commitment to the UK’s nuclear enterprise.

It offers a dedicated space for the Submarine Delivery Agency and Babcock to undertake vital joint work which will support waterfront operations, as well as presenting an opportunity to develop future talent by providing placement roles for engineering students.

In addition, the activity taking place within the SASH enables waterfront operations at Clyde and Devonport by improving the content, planning and preparation for maintenance periods as part of an integrated Naval Nuclear business to support submarine availability.

Published 30 January 2025

MIL OSI United Kingdom –

MIL-OSI United Kingdom: UKHSA launches new metagenomic surveillance for health security

Source: United Kingdom – Executive Government & Departments

The UK launches mSCAPE, a world-first metagenomics initiative by UKHSA to enhance health security through rapid pathogen detection and surveillance.

The UK has taken a leap forward in its efforts to use pathogen genomics to improve health security. Today the UK Health Security Agency (UKHSA) launches a world-first metagenomics initiative to aid in the rapid detection of infectious diseases that could threaten the UK. The metagenomics Surveillance Collaboration and Analysis Programme (mSCAPE), which has been in development over the last year, is piloting the use of metagenomic data for public health surveillance and pathogen analysis.   

The programme is a collaborative initiative, led by UKHSA and involving a consortium of NHS and academic partners including the University of Birmingham, University of Edinburgh, and the NHS Clinical Respiratory Metagenomics Network led by Guy’s and St Thomas’ NHS Foundation Trust.   

UKHSA will take anonymous pathogen data from multiple labs that are using metagenomics for diagnosis, including those in the NHS, and analyse it at a national level to monitor trends, epidemiology and pathogen emergence at speed. This will allow for assessment of the ability to significantly improve identification of new outbreaks as well as enabling the source of an outbreak to be better understood, predictions to be made about the effectiveness of potential treatments, and any concerning mutations can be identified. 

Effective use of metagenomic data will add a new, crucial insight to current health protection surveillance systems in the UK. mSCAPE aims to develop the capability to use this data as part of UKHSA’s ongoing surveillance of new and emerging infections, pathogens of pandemic potential, and to monitor the evolution of pathogens that cause disease.   

Metagenomic methodology allows for untargeted sequencing of patient samples for the presence of pathogenic viruses and bacteria, which is a significant step forward in detection and diagnosis abilities. Traditional genomic methodologies have required scientists to target sample sequencing towards pathogens that are already known to the scientific and medical community. Pathogen-agnostic metagenomic methods do not require scientists to know for sure what pathogens are present in a sample before the sequencing is conducted.

This is a major advantage in the detection of known but unexpected pathogens for which specific tests are not readily available and for pathogens not normally found in humans. It is also beneficial in the event of the emergence of a previously unknown novel pathogen.  Metagenomic sequencing is becoming established as a clinical diagnostic test, and its use is currently being expanded in the NHS.

Professor Susan Hopkins, UKHSA Chief Medical Advisor, said: 

Genomics has been a crucial aspect of the response to the COVID-19 pandemic from the very start, and the UK’s enormous technical expertise in this area has allowed us to play a leading role in the identification and analysis of COVID-19 variants as they emerge.  

The new mSCAPE programme will allow us to use the UK’s leading genomics capability to conduct community surveillance using pathogen-agnostic sequencing data for the first time anywhere in the world, and our new initiative to share our pathogen genomic data demonstrates our commitment to our data being used to improve health globally. 

This is a hugely exciting development which will increase our ability to respond at speed to new and emerging pathogens and will help to ensure that we are as prepared as possible to act quickly and effectively to protect the public from future threats.

Professor Dame Sue Hill, Chief Scientific Officer for NHS England and Senior Responsible Officer for NHS Genomics, said:

Genomics is revolutionising the way we predict, prevent, diagnose and treat illness – whether it’s diagnosing rare conditions in children more quickly, helping personalise cancer treatments to make them more effective, or identifying people at greater risk from kidney disease.

The mSCAPE programme is another great example of how the UK is leading the world in this field, and we are pleased to be able to support it through our Networks of Excellence in Severe Respiratory Infections.

Published 30 January 2025

MIL OSI United Kingdom –

MIL-OSI Russia: Financial news: 01/30/2025, 10:23 (Moscow time) the values of the upper limit of the price corridor and the range of market risk assessment for the RU000A100VG7 (SUEK-F1P3R) security were changed.

Translartion. Region: Russians Fedetion –

Source: Moscow Exchange – Moscow Exchange –

01/30/2025

10:23

In accordance with the Methodology for determining the risk parameters of the stock market and deposit market of Moscow Exchange PJSC by NCO NCC (JSC) on 30.01.2025, 10-23 (Moscow time), the values of the upper limit of the price corridor (up to 101.15) and the range of market risk assessment (up to 1043.11 rubles, equivalent to a rate of 6.25%) of the RU000A100VG7 (SUEK-F1P3R) security were changed.

Please note: This information is raw content directly from the source of the information. It is exactly what the source states and does not reflect the position of MIL-OSI or its clients.

Please Note; This Information is Raw Content Directly from the Information Source. It is access to What the Source Is Stating and Does Not Reflect

HTTPS: //VVV. MEEX.K.M.M.

MIL-OSI Russia: Financial News: Exports in Q4 Declined on Lower Oil Prices

Translartion. Region: Russians Fedetion –

Source: Central Bank of Russia –

In the fourth quarter of 2024, the value of exports decreased due to lower world oil prices and a decrease in oil production in Russia based on OPEC agreements. At the same time, the value of imports increased compared to the same period in 2023 amid expanding domestic demand.

As a result of the reduction in exports and the increase in imports, the positive balance of the current account decreased in the fourth quarter.

Read more in the quarterly issue of the information and analytical commentary “Balance of Payments of the Russian Federation”.

Preview photo: Egor Aleev / TASS

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Please Note; This Information is Raw Content Directly from the Information Source. It is access to What the Source Is Stating and Does Not Reflect

HTTPS: //VVV.KBR.ru/Press/Event/? ID = 23325

MIL-OSI Russia: Financial News: December saw an expected cooling in corporate and consumer lending

Translartion. Region: Russians Fedetion –

Source: Central Bank of Russia –

The corporate loan portfolio decreased by 0.2% in December due to the repayment of a number of large foreign currency loans. Overall, for 2024, growth was 17.9%, which is comparable to 2023. More than half of the growth came from segments that are less sensitive to rate increases – lending for investment programs that have already begun and housing construction.

The effect of macroprudential restrictions and the increase in rates led to a reduction in unsecured consumer lending by 1.9%. However, given the high rates of lending dynamics observed in the spring and summer, by the end of 2024 the portfolio grew by 11.2%.

Mortgages increased by a modest 0.4% over the month, with more than 80% of new loans coming from mortgages with state support. The annual growth slowed to 13.4%, which is significantly lower than the 2023 level, when the market was overheated due to massive state support. At the same time, the volume of loans issued in 2024 was comparable to 2020 and 2022.

The population’s funds in banks grew by a significant 7.2%, which is due to the traditional advance payment of January social payments (including pensions and child benefits) and the payment of annual bonuses. At the end of the year, the growth was 26.1%, including due to an increase in the population’s income and high interest rates on deposits.

In December, banks’ net profit fell sharply to 187 billion rubles due to losses from currency revaluation and increased operating expenses. In 2024, the sector earned 3.8 trillion rubles (excluding receipts from subsidiary banks). The total financial result, taking into account the negative revaluation of securities reflected directly in capital, was lower and amounted to 3.4 trillion rubles.

Read more in the information and analytical material “On the development of the banking sector of the Russian Federation in December 2024”.

Preview photo: liliya Vantsura / Shutterstock / Fotodom

Please note: This information is raw content directly from the source of the information. It is exactly what the source states and does not reflect the position of MIL-OSI or its clients.

Please Note; This Information is Raw Content Directly from the Information Source. It is access to What the Source Is Stating and Does Not Reflect

HTTPS: //vv. KBR.ru/Press/Event/? ID = 23324

MIL-OSI Russia: Financial news: 01/30/2025, 11:46 (Moscow time) the values of the lower boundary of the price corridor and the range of market risk assessment for the security RU000A100YQ0 (Rosnft2P9) were changed.

Translartion. Region: Russians Fedetion –

Source: Moscow Exchange – Moscow Exchange –

01/30/2025

11:46

In accordance with the Methodology for determining the risk parameters of the stock market and deposit market of Moscow Exchange PJSC by NCO NCC (JSC) on 30.01.2025, 11-46 (Moscow time), the values of the lower limit of the price corridor (up to 79.86) and the range of market risk assessment (up to 763.3 rubles, equivalent to a rate of 11.25%) of the RU000A100YQ0 (Rosnft2P9) security were changed.

Please note: This information is raw content directly from the source of the information. It is exactly what the source states and does not reflect the position of MIL-OSI or its clients.

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HTTPS: //VVV. MEEX.K.M.M.

MIL-OSI Russia: Financial news: 01/30/2025, 12-18 (Moscow time) the values of the upper limit of the price corridor and the range of market risk assessment for security RU000A1012B3 (FPK 1P-07) were changed.

Translartion. Region: Russians Fedetion –

Source: Moscow Exchange – Moscow Exchange –

01/30/2025

12:18

In accordance with the Methodology for determining the risk parameters of the stock market and deposit market of Moscow Exchange PJSC by NCO NCC (JSC) on 30.01.2025, 12-18 (Moscow time), the values of the upper limit of the price corridor (up to 94.31) and the range of market risk assessment (up to 985.58 rubles, equivalent to a rate of 7.5%) of the security RU000A1012B3 (FPK 1P-07) were changed.

Please note: This information is raw content directly from the source of the information. It is exactly what the source states and does not reflect the position of MIL-OSI or its clients.

Please Note; This Information is Raw Content Directly from the Information Source. It is access to What the Source Is Stating and Does Not Reflect

HTTPS: //VVV. MEEX.K.M.M.

MIL-OSI Russia: Financial news: Deposit auction of the Investment Agency of the Tyumen Region will take place on 30.01.2025

Translartion. Region: Russians Fedetion –

Source: Moscow Exchange – Moscow Exchange –

Parameters;

The date of the deposit auction is 30.01.2025. Placement currency is RUB. The maximum amount of funds placed (in the placement currency) is 37,847,000.00. Placement period, days is 109. Date of depositing funds is 30.01.2025. Date of return of funds is 19.05.2025. Minimum placement interest rate, % per annum is 22.00. Terms of the conclusion, urgent or special (Urgent). The minimum amount of funds placed for one application (in the placement currency) is 37,847,000.00. The maximum number of applications from one Participant, pcs. 1. Auction form, open or closed (Open). Basis of the Agreement is the General Agreement. Schedule (Moscow time). Applications in preliminary mode from 13:15 to 13:30. Applications in competition mode from 13:30 to 13:40. Setting a cut-off percentage or declaring the auction invalid before 14:10.

Additional conditions Placement of funds without the possibility of early withdrawal of the deposit, monthly payment of interest on the deposit.

Please note: This information is raw content directly from the source of the information. It is exactly what the source states and does not reflect the position of MIL-OSI or its clients.

Please Note; This Information is Raw Content Directly from the Information Source. It is access to What the Source Is Stating and Does Not Reflect

HTTPS: //VVV. MOEX.K.M.M.

MIL-OSI Russia: Financial News: Decommissioning of gateway interfaces

Translartion. Region: Russians Fedetion –

Source: Moscow Exchange – Moscow Exchange –

Due to the two-year support cycle for the gateway broker and information interfaces for ASTS Bridge, support for IFCBroker and IFCInfo interfaces version 48 and older is planned to be discontinued from January 2026.

The ability to connect to industrial systems with the specified versions will also be closed in January 2026.

The current version is 52. Version 53 is planned to be released on March 24, 2025. Details published separately.

Contact information for media 7 (495) 363-3232Pr@moex.kom

Please note: This information is raw content directly from the source of the information. It is exactly what the source states and does not reflect the position of MIL-OSI or its clients.

Please Note; This Information is Raw Content Directly from the Information Source. It is access to What the Source Is Stating and Does Not Reflect

HTTPS: //VVV. MEEX.K.M.M.

MIL-OSI Russia: Financial news: 01/30/2025, 14-00 (Moscow time) the values of the upper limit of the price corridor and the range of market risk assessment for the security RU000A0JX1C5 (KAMAZ BO14) were changed.

Translartion. Region: Russians Fedetion –

Source: Moscow Exchange – Moscow Exchange –

01/30/2025

14:00

In accordance with the Methodology for determining the risk parameters of the stock market and deposit market of Moscow Exchange PJSC by NCO NCC (JSC), on January 30, 2025, 14-00 (Moscow time), the values of the upper limit of the price corridor (up to 71.9) and the range of market risk assessment (up to 806.62 rubles, equivalent to a rate of 27.5%) of the RU000A0JX1C5 (KAMAZ BO14) security were changed.

Please note: This information is raw content directly from the source of the information. It is exactly what the source states and does not reflect the position of MIL-OSI or its clients.

Please Note; This Information is Raw Content Directly from the Information Source. It is access to What the Source Is Stating and Does Not Reflect

HTTPS: //VVV. MEEX.K.M.M.

MIL-OSI United Nations: World Food Programme warns that efforts to ramp up food aid to famine-impacted Sudan being impeded

Source: World Food Programme

WFP/Abubakar Garelnabei WFP trucks refuelling before departing Port Sudan for Khartoum in December 2024

Photo credit

As WFP teams work around the clock to reach key locations for first time, fighting and arbitrary obstructions by local authorities hinder consistent flow of vital aid.

ROME/NAIROBI/PORT SUDAN – The United Nations World Food Programme (WFP) is working tirelessly to expand food and nutrition assistance to millions more people across Sudan – aiming to triple the number of people it supports to 7 million. WFP’s top priority is to deliver life-saving assistance to locations facing famine or teetering on its brink.

Today, intensified fighting and the arbitrary obstruction of humanitarian convoys are hindering the fast and consistent movement of desperately needed aid.

Since launching a large-scale surge of food aid in late 2024, WFP has pushed into hard-to-reach areas, including Zamzam Camp in North Darfur, south Khartoum, and Gebaish in West Kordofan. In January, WFP even reached Wad Madani in Gezira State after the city became safe enough to get trucks of food and nutrition supplies through. Over 2.5 million people per month received much-needed food and nutrition assistance in the last quarter of 2024, including many for the first time, since the conflict began.

“We have made significant breakthroughs in getting aid deliveries to hard-to-reach areas in the last three months, but these cannot be one-off events,” said Alex Marianelli, acting Country Director for Sudan. “We urgently need to get a constant flow of aid to families in the hardest hit locations, which have also been the most difficult to reach.”

A convoy headed to areas already in famine, or at-risk of famine, in Darfur, took three times longer to reach its destination due to interferences. After crossing the Adre border in mid-December, local officials from the Rapid Support Forces (RSF) held-back some 40 humanitarian trucks for nearly three weeks, requiring new clearances and inspections. As a result, the WFP-led convoy had to be redirected to another famine-risk area in the Darfur region. On arrival, the RSF held the trucks again and made additional demands. Finally, the convoy finally reached its destination earlier this week, a full six weeks after its departure, for a journey that would normally take a maximum of two weeks.

Meanwhile, a national liquidity crisis has led to widespread cash shortages. WFP cash and in-kind food distributions for over 4 million people have been delayed for over one month due to a lack of sufficient bank notes to help pay porters to load trucks. Recent efforts by Sudan’s Central Bank and Ministry of Finance to ease the crisis, and increase cash availability, has meant that WFP’s operations can gradually resume.

WFP calls on all parties on the ground in Sudan to remove all unnecessary barriers and obstacles that are preventing a full-scale humanitarian response to Sudan’s growing hunger crisis. The neutrality and independence of aid workers and humanitarian work must be respected. The safe passage of humanitarian assistance to hard-to-reach, famine-struck areas must be guaranteed.

Sudan continues to face a catastrophic humanitarian situation with approximately 24.6 million people – nearly half of Sudan’s population – facing acute food insecurity (IPC Phase 3+). Twenty-seven locations across Sudan are either in famine or at risk of famine, while more than one-third of children in the hardest hit regions are acutely malnourished, well above the threshold for a famine declaration.

# # #

The United Nations World Food Programme is the world’s largest humanitarian organization saving lives in emergencies and using food assistance to build a pathway to peace, stability and prosperity for people recovering from conflict, disasters and the impact of climate change.

Follow us on Twitter @wfp_media @wfp_sudan

MIL OSI United Nations News –

MIL-OSI Europe: AFRICA/DR CONGO – “Foreigners leave Bukavu: fears of advance of the M23 rebel movement on the capital of South Kivu province”

Source: Agenzia Fides – MIL OSI

Thursday, 30 January 2025 war

Kinshasa (Agenzia Fides) – “In Bukavu, foreigners are fleeing,” missionaries from the capital of the Congolese province of South Kivu tell Fides. “The various embassies in Kinshasa have ordered their compatriots to leave the city because they fear that the M23 rebels could conquer it after taking control of Goma and the province of North Kivu,” the observers say. “Important departments of international organizations of the United Nations and various international non-governmental organizations are based in Bukavu. Now the foreign staff of these organizations are being evacuated via Rwanda.” “Currently, the rebel troops are already in Nyabibwe, in the Kalehe area of South Kivu,” the observers say. “It is a mountainous peak and if you go down to the south you are 25 km from the shores of Lake Kivu; from there you can easily reach Bukavu.” “The movements of the M23 units are facilitated by the means made available to them by the Rwandan army, which transported new off-road vehicles to Goma by barge, which were handed over to the rebels,” the observers added. Nyabibwe is home to a mine that extracts coltan and cassiterite, two of the strategic minerals that are the subject of the ongoing war involving local and regional actors backed by world powers and multinational mining companies.Meanwhile, the situation in Goma, which was captured by Rwandan troops and the M23 rebels they support, is stabilizing. The M23 rebels have organized the first patrols in the city to reassure the population and fight pockets of resistance from the Congolese army and the pro-government “Wazalendo” militiamen.”The rebels are trying to portray themselves as ‘liberators’ against what they call ‘the repressive regime in Kinshasa’: they are therefore trying to ensure a minimum of order and services for the population of the city they have conquered,” the observers report. As Corneille Nangaa, the leader of the Congo River Alliance, explained, the guerrillas’ goal is to march on the capital Kinshasa (about 1,600 km as the crow flies from Goma, but the road distance is more than 2,500 km) to overthrow President Félix Tshisekedi. “It seems like we have gone back about thirty years, when the guerrillas began their triumphal march at the end of 1996, which began in the east of the country and overthrew Mobutu in Kinshasa in the spring of 1997. But at that time the guerrillas, supported by Rwanda and Uganda, were also supported by other foreign powers. Now we must see what international interests are at work today,” commented the observers. To counter the rebels’ advance, President Tshisekedi has meanwhile ordered general mobilization and called on former soldiers and young people to join the army. (L.M.) (Agenzia Fides, 30/1/2025)
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MIL OSI Europe News –

MIL-OSI Security: Appeal to trace two teenagers from Morocco missing in London

Source: United Kingdom London Metropolitan Police

Police are appealing for the public’s help to find two teenage girls from Morocco who have been reported missing.

Douae, 14, and Houda, 15, were last seen leaving the hostel they were staying at in Tavistock Place, WC1 at around 20:30hrs on Tuesday, 28 January.

Both girls had arrived in London on Saturday, 25 January for a week-long stay as part of a student exchange programme run by an independent company. They were due to return to Morocco on 1 February.

The programme the girls are on is not attached to a specific school and is run by a private company.

Detective Chief Inspector Sarb Kaur from the Central North Command Unit said: “We are appealing for any information about Douae and Houda’s whereabouts. They have travelled from Morocco and are in a city and country that is not familiar to them, so the longer they remain missing then the greater our concern for their welfare is.

“A team of detectives is working tirelessly to locate them and we are liaising with the Moroccan embassy and the company who organised the visit to ensure their families in Morocco are kept updated with any developments.”

Anyone with information that could assist police is asked to call 101 or ‘X’ @MetCC and quote ref 01/7101825/25. For an immediate sighting of Douae and Houda please call 999 immediately.

MIL Security OSI –

MIL-OSI Economics: RBI imposes monetary penalty on The Vadali Nagarik Sahakari Bank Ltd., Dist. Sabarkantha, Gujarat

Source: Reserve Bank of India

The Reserve Bank of India (RBI) has, by an order dated January 28, 2025, imposed a monetary penalty of ₹2.00 lakh (Rupees Two Lakh only) on The Vadali Nagarik Sahakari Bank Ltd., Dist. Sabarkantha, Gujarat (the bank) for non-compliance with certain directions issued by RBI on ‘Loans and Advances to directors, relatives and firms/concerns in which they are Interested’; ‘Placement of deposits with other banks by Primary (Urban) Co-operative Banks’ and ‘Know Your Customer (KYC)’. This penalty has been imposed in exercise of powers conferred in RBI under section 47A(1)(c) read with sections 46(4)(i) and 56 of the Banking Regulation Act, 1949.

The statutory inspection of the bank was conducted by RBI with reference to its financial position as on March 31, 2023. Based on supervisory findings of non-compliance with RBI directions and related correspondence in that regard, a notice was issued to the bank advising it to show cause as to why penalty should not be imposed on it for its failure to comply with the said directions. After considering the bank’s reply to the notice and oral submissions made during the personal hearing, RBI found, inter alia, that the following charges against the bank were sustained, warranting imposition of monetary penalty:

The bank had:

sanctioned a loan wherein relative of its director stood as guarantor;
failed to adhere to the prudential inter-bank (gross) and counterparty exposure limits; and
failed to carry out periodic review of risk categorisation of certain accounts at least once in six months.

This action is based on deficiencies in regulatory compliance and is not intended to pronounce upon the validity of any transaction or agreement entered into by the bank with its customers. Further, imposition of this monetary penalty is without prejudice to any other action that may be initiated by RBI against the bank.

(Puneet Pancholy)
Chief General Manager

Press Release: 2024-2025/2043

MIL-OSI Economics: RBI imposes monetary penalty on The Kosamba Mercantile Co-operative Bank Ltd., Dist. Surat, Gujarat

Source: Reserve Bank of India

The Reserve Bank of India (RBI) has, by an order dated January 28, 2025, imposed a monetary penalty of ₹2.00 lakh (Rupees Two Lakh only) on The Kosamba Mercantile Co-operative Bank Ltd., Dist. Surat, Gujarat (the bank) for non-compliance with certain directions issued by RBI on ‘Placement of Deposits with Other Banks by Primary (Urban) Co-operative Banks’ and ‘Know Your Customer (KYC)’. This penalty has been imposed in exercise of powers conferred in RBI under Section 47A(1)(c) read with Sections 46(4)(i) and 56 of the Banking Regulation Act, 1949.

The statutory inspection of the bank was conducted by RBI with reference to its financial position as on March 31, 2023. Based on supervisory findings of non-compliance with RBI directions and related correspondence in that regard, a notice was issued to the bank advising it to show cause as to why penalty should not be imposed on it for its failure to comply with the said directions. After considering the bank’s reply to the notice and oral submissions made during the personal hearing, RBI found, inter alia, that the following charges against the bank were sustained, warranting imposition of monetary penalty:

The bank had failed to:

adhere to the prudential inter-bank (gross) and counterparty exposure limits;
upload the KYC records of customers onto Central KYC Records Registry (CKYCR) within the prescribed time; and
carry out periodic review of risk categorisation of accounts at least once in six months.

This action is based on deficiencies in regulatory compliance and is not intended to pronounce upon the validity of any transaction or agreement entered into by the bank with its customers. Further, imposition of this monetary penalty is without prejudice to any other action that may be initiated by RBI against the bank.

(Puneet Pancholy)
Chief General Manager

Press Release: 2024-2025/2044

MIL-OSI Economics: RBI imposes monetary penalty on Shree Savli Nagrik Sahakari Bank Ltd., Dist. Vadodara, Gujarat

Source: Reserve Bank of India

The Reserve Bank of India (RBI) has, by an order dated January 27, 2025, imposed a monetary penalty of ₹2.10 lakh (Rupees Two Lakh Ten Thousand only) on Shree Savli Nagrik Sahakari Bank Ltd., Dist. Vadodara, Gujarat (the bank) for contravention of provisions of Section 26A read with Section 56 of the Banking Regulation Act, 1949 (BR Act) and for non-compliance with certain directions issued by RBI on ‘Investment by Primary (Urban) Co-operative Banks’, ‘Know Your Customer (KYC)’ and ‘Membership of Credit Information Companies (CICs) by Co-operative Banks’. This penalty has been imposed in exercise of powers conferred on RBI under the provisions of Section 47A(1)(c) read with Sections 46(4)(i) and 56 of the BR Act and Section 25 of the Credit Information Companies (Regulation) Act, 2005.

The statutory inspection of the bank was conducted by RBI with reference to its financial position as on March 31, 2023. Based on supervisory findings of contravention of statutory provisions/non-compliance with RBI directions and related correspondence in that regard, a notice was issued to the bank advising it to show cause as to why penalty should not be imposed on it for its failure to comply with the said provisions and directions. After considering the bank’s reply to the notice, oral submissions made during the personal hearing and examination of additional submissions made by it, RBI found, inter alia, that the following charges against the bank were sustained, warranting imposition of monetary penalty:

The bank had:

failed to transfer eligible unclaimed amounts to the Depositor Education and Awareness Fund within the prescribed time;
breached the ceiling of total investments held under Held to Maturity (HTM) category;
failed to upload the KYC records of customers onto Central KYC Records Registry (CKYCR) within the prescribed time; and
failed to submit credit information of its borrowers to three CICs.

This action is based on deficiencies in regulatory compliance and is not intended to pronounce upon the validity of any transaction or agreement entered into by the bank with its customers. Further, imposition of this monetary penalty is without prejudice to any other action that may be initiated by RBI against the bank.

(Puneet Pancholy)
Chief General Manager

Press Release: 2024-2025/2045

MIL-OSI Economics: Thales Alenia Space signs contract with ESA to develop the Argonaut Lunar Lander for cargo delivery

Source: Thales Group

Headline: Thales Alenia Space signs contract with ESA to develop the Argonaut Lunar Lander for cargo delivery

The lander will fly to the Moon and land on its surface assuring the European autonomous access to the Moon

Thales Alenia Space plays a pioneering role to enable the European autonomous access to the Moon
The Argonaut lunar lander is designed to offer versatility in the frame of the Artemis program to deliver cargo, rovers and more, or as stand-alone scientific missions.
Thales Alenia Space’s consolidated legacy, advanced technology and long-standing expertise in space exploration puts the company at the cutting-edge of space and human exploration.

Cannes, January 30^th, 2025 – Thales Alenia Space, joint venture between Thales (67%) and Leonardo (33%), has signed a contract with the European Space Agency (ESA), worth € 862 Million, related to the design, the development and the delivery of the Lunar Descent Element (LDE) for ESA’s Argonaut Mission, including responsibility for mission design and integration.

Planned to be launched from the 2030s, Argonaut will deliver cargo, infrastructure and scientific instruments to the Moon’s surface.

The first mission is envisioned to deal with delivery of dedicated navigation and telecommunication payloads as well as energy generation and storage system, as European enterprises to explore the Lunar southern area.

About Argonaut

The Argonaut spacecraft consists of three main elements: the lunar descent element (LDE) for flying to the Moon and landing on the target, the cargo platform one, which is the interface between the lander and its payload, and finally, the element that the mission designers want to send to the Moon.

Adaptability is a key element of Argonaut’s design, which is why the cargo platform is designed to accept any mission profile: cargo for astronauts near the landing site, a rover, technology demonstration packages, production facilities using lunar resources, a lunar telescope or even a power station. The project will strengthen Thales Alenia Space’s skills in several technological areas essential to space exploration beyond the Moon.

The future space ecosystem requires new solutions dedicated to the transport and return of cargo from low Earth orbit and lunar orbit, as well as crew transport to low Earth orbit. Thales Alenia Space is ready to put in place what is needed to prepare for humanity’s future life and presence in Space, laying the foundations for the post-ISS era and meeting new economic needs for research and science.

Argonaut consortium: who does what?

Thales Alenia Space is the prime contractor for the development of the Lunar Descent Element. The overall mission responsibility, ie the use of the LDE and integration with payload, will be the subject of a separate procurement in the future. The Lunar Descent Element is an independent architecture block of the international lunar exploration activities, namely a versatile system to support a variety of missions.

As prime contractor and system integrator of the Lunar Descent Element, Thales Alenia Space in Italy will lead the industrial consortium that will be responsible for the system, the entry descent and landing aspects, as well as the general and specific architectures of the thermomechanical, avionics and software chains. Thales Alenia Space in France and in the UK will respectively focus on data handling systems and propulsion. OHB System AG as additional core team member of the Thales Alenia Space consortium will be responsible for guidance, navigation and control (GNC), electrical power systems (EPS) and telecommunications (TT&C) aspects.

“Argonaut lunar lander means a lot to our company” said Hervé Derrey, Thales Alenia Space CEO. “Thanks to this astonishing space vehicle, tons of cargo will be delivered to the Moon’s surface, including rovers, scientific missions and many more. This new element of the Artemis program will serve at facilitating long-duration manned lunar exploration missions and will be crucial to increase European autonomy in lunar exploration. The Moon will also serve as a stepping stone for crewed missions into deep space, with Mars being the next stage of the journey. I wanted to express my gratitude to ESA for awarding this new contract to our company. Today’s major achievement strengthens more than ever Thales Alenia Space’s leading positions in the fields of space transportation systems, orbital infrastructures and space exploration”.

“We are truly honored that ESA has renewed its trust in our company by awarding Thales Alenia Space this major contract to develop the European lunar lander that will enable Europe to access autonomously to the Moon’s surface”, said Giampiero Di Paolo, Deputy CEO and Senior Vice President, Observation, Exploration and Navigation at Thales Alenia Space. “Today, with its longstanding expertise in space exploration infrastructure and vehicles, our company, in line with ESA’s and ASI’s visions, has decided to enhance its competitiveness by investing in the development of technological solutions to help Europe achieve its goals. Supplying a significant proportion of the International Space Station’s pressurized volume, playing a major role on board Artemis, manufacturing the backbone of Orion’s European service module and leading flagship transportation programs such as IXV or Space Rider, Thales Alenia Space is more than ever at the forefront of exploration and space transportation systems”.

About Thales Alenia Space

Drawing on over 40 years of experience and a unique combination of skills, expertise and cultures, Thales Alenia Space delivers cost-effective solutions for telecommunications, navigation, Earth observation, environmental management, exploration, science and orbital infrastructures. Governments and private industry alike count on Thales Alenia Space to design satellite-based systems that provide anytime, anywhere connections and positioning, monitor our planet, enhance management of its resources and explore our Solar System and beyond. Thales Alenia Space sees space as a new horizon, helping to build a better, more sustainable life on Earth. A joint venture between Thales (67%) and Leonardo (33%), Thales Alenia Space also teams up with Telespazio to form the parent companies’ Space Alliance, which offers a complete range of services. Thales Alenia Space posted consolidated revenues of approximately €2.2 billion in 2023 and has around 8,600 employees in 8 countries, with 16 sites in Europe.

MIL-OSI Global: From YMCA to MAGA: why Trump plays Village People at his rallies

Source: The Conversation – UK – By William Rees, University of Exeter

It was a bizarre sight watching a huge gay 1970s disco hit being performed at Donald Trump’s 2025 pre-inauguration rally. Many prominent artists from Beyoncé to Bruce Springsteen prohibit Trump from using their music. So why do Village People – a band synonymous with the 1970s gay liberation movement – allow their music to be associated with a political movement that has fixed and repressive ideas about sexual identity and morality?

Village People’s recent incarnation has had a complicated relationship with the “make America great again” movement (Maga). In 2020, their song YMCA began featuring at Maga anti-lockdown rallies and soon became a prominent song in Trump’s re-election campaign.

At the time, the band asked Trump not to use its music and later supported Kamala Harris for the presidency in 2024. Since then Village People have dramatically changed tack.

To be clear, of the group that performed at Trump’s pre-inauguration rally, only one of the original Village People remains. The band, put together by the gay producers Jacques Morali and Henri Belolo in 1978, was named after New York’s Greenwich Village gay scene.

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In the 1970s, the group was mostly gay-fronted except the first recruit, lead singer and co-songwriter Victor Willis (sometimes the policeman, sometimes the admiral figure). Willis took control of the name and the hits in 2017 after an out-of-court settlement with co-owner Henri Belolo.

Willis is now the only member of the original line up still performing under the official band name. Perhaps to ensure mainstream popularity, he has tried to move Village People away from its gay associations – the biography on the band’s website makes no mention of the act’s significance to queer audiences. He recently wrote on Facebook that he will sue every news organisation that suggests “YMCA is somehow a gay anthem”.

Victor Willis, the last remaining original member of Village People in a 1978 video for Just A Gigolo.

But it’s difficult to untangle Village People from queer history as it was the trendsetting gay community of underground disco culture that made them famous. Record companies selected the songs and artists to promote based on how DJs reported their popularity in the hottest clubs. Many of these clubs were gay dominated, and disco itself was tied up with the growing confidence of the gay liberation movement in America and the era of sexual liberalisation that followed the 1960s.

Jacques Morali put together Village People knowing the band could offer influential gay clubbers something they had always been denied: cultural representation, and with it, acknowledgement of their existence.

It worked. One self-proclaimed “disco doll” writing to LGBTQ+ newspaper The Advocate in 1978 recalled first hearing Village People: “The music was very hot … and the words were about us, about our scene. I couldn’t believe it.”

Village People’s innuendos and knowing references to gay culture often went over the heads of many straight listeners. Songs like Macho Man and the group’s hypermasculine image epitomised the “clone” movement in 1970s gay culture.

Queer men, long derided for being effeminate, would bulk up at the gym and dress in leathers like bikers, effectively becoming more of an embodiment of masculinity than straight men. Go West was a reference to San Francisco’s more liberal environment for gay men. The YMCA was a place to “hang out with all the boys”.

But skyrocketing into the mainstream made Village People an awkward fit for gay disco culture. This vibrant community wanted their own scene that was not part of the mainstream. They felt betrayed by a band publicly denying their gayness as they juggled the hardcore homosexual audience that had made them famous alongside a family-friendly audience.

The backlash was fierce. A 1978 letter to gay lib magazine The Body Politic declared: “The commercial exploiters are disguising it to gain the commercially lucrative straight audience”, describing Village People as “traitors of the worst kind”.

But even if they became momentarily unpopular in the hottest gay clubs, for many LGBTQ+ people, Village People’s hits have endured as anthems played at queer nights and Pride events. In their sound, appearance and sheer 1970-ness, they are undeniably camp icons.

Which of course leads many to question why people attending Trump’s rallies – hardly famous for their inclusivity – would embrace their music. One explanation is that Maga audiences simply do not care about past gay associations as the music is simple, catchy and positive.

Another is that just like the 1970s, the queer messaging of Village People’s music still goes over the heads of straight Maga audiences. Perhaps despite its past gay associations, they are consciously trying to culturally repurpose disco for their own movement. Or they’re trying to be ironic.

Most likely, though, the music might have a particular meaning to LGBTQ+ audiences, it has other meanings depending on the context in which it is played. To many, Village People are the epitome of a novelty, apolitical pop group. Their hits are associated with weddings, children’s parties and good-time disco. The prosaic truth may be that Trump fans just enjoy a really catchy tune.

But for Trump’s team, the use of these songs is politically calculated toward their core supporters who have changed the lyrics of YMCA to “MAGA”. And don’t forget Village People were joined at the pre-inauguration rally by WWE wrestling’s Hulk Hogan. Both are nostalgic late 20th-century acts that revel in blatant performances of muscled masculinity.

They seem to be the embodiment of that imagined past of American virility that Trump vaguely refers to when he promises to make the nation “great again”. It’s not difficult to work out what Trump’s message is, especially when he dances along to Macho Man at rallies.

Both these acts are carnivalesque, like Trump himself. They indicate an era of politics as spectacle, but beneath the surface messages, we must carefully pay attention to what is actually being said and done.

William Rees does not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and has disclosed no relevant affiliations beyond their academic appointment.

– ref. From YMCA to MAGA: why Trump plays Village People at his rallies – https://theconversation.com/from-ymca-to-maga-why-trump-plays-village-people-at-his-rallies-248457

MIL OSI – Global Reports –

MIL-OSI: Form 8.5 (EPT/RI) – Dowlais Group Plc

Source: GlobeNewswire (MIL-OSI)

FORM 8.5 (EPT/RI)

PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY
Rule 8.5 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Name of exempt principal trader:	Investec Bank plc
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Dowlais Group Plc
(c) Name of the party to the offer with which exempt principal trader is connected:	Investec is Broker to Dowlais Group Plc
(d) Date dealing undertaken:	29^th January 2025
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer? If it is a cash offer or possible cash offer, state “N/A”	N/A

2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

Class of relevant security	Purchases/ sales	Total number of securities	Highest price per unit paid/received	Lowest price per unit paid/received
Ordinary shares	Purchases	6,380,313	76.55	71.4481
Ordinary shares	Sales	6,630,313	76.65	71.4481

(b) Cash-settled derivative transactions

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit
N/A	N/A	N/A	N/A	N/A

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security	Product description e.g. call option	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit
N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

(ii) Exercise

Class of relevant security	Product description e.g. call option	Exercising/ exercised against	Number of securities	Exercise price per unit
N/A	N/A	N/A	N/A	N/A

(d) Other dealings (including subscribing for new securities)

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)
N/A	N/A	N/A	N/A

3. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer:
Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state “none”

None

Date of disclosure:	30^thJanuary 2025
Contact name:	Abhishek Gawde
Telephone number:	+91 9923757332

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

MIL-OSI: Form 8.3 – [LEARNING TECHNOLOGIES GROUP PLC – 29 01 2025] – (CGWL)

Source: GlobeNewswire (MIL-OSI)

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Full name of discloser:	CANACCORD GENUITY WEALTH LIMITED (for Discretionary clients)
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	LEARNING TECHNOLOGIES GROUP PLC
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:	N/A
(e) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure	29 JANUARY 2025
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A”	N/A

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security:	0.375p ORDINARY
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	9,668,896	1.2201
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:	9,668,896	1.2201

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b) Rights to subscribe for new securities (including directors’ and other employee options)

Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:

3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

Class of relevant security	Purchase/sale	Number of securities	Price per unit
0.375p ORDINARY	SALE	6,500	86.5895p

(b) Cash-settled derivative transactions

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit
NONE

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security	Product description e.g. call option	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit
NONE

(ii) Exercise

Class of relevant security

Product description
e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)
NONE

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:
Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

NONE

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state “none”

NONE

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached?

NO

Date of disclosure:	30 JANUARY 2025
Contact name:	MARK ELLIOTT
Telephone number:	01253 376539

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

MIL-OSI: NANO Nuclear Energy to Work with Thermal Engineering International to Fabricate Primary and Secondary Heat Exchangers for its Portable ODIN Microreactor

Source: GlobeNewswire (MIL-OSI)

New York, N.Y., Jan. 30, 2025 (GLOBE NEWSWIRE) — NANO Nuclear Energy Inc. (NASDAQ: NNE) (“NANO Nuclear” or “the Company”), a leading advanced nuclear energy and technology company focused on developing clean energy solutions, today announced that it has contracted with Thermal Engineering International (TEi), a Babcock Power Inc.^® company, to advance the design and fabrication of several heat exchangers for use in NANO Nuclear’s proprietary, portable ODIN nuclear microreactor in development.

TEi is a leading supplier of heat transfer technology to the electric power generation industry, designing and fabricating surface condensers, feedwater heaters, power plant heat exchangers and moisture separator reheaters for the world’s power generation industry continuously for over 100 years.

“We are proud to support innovative SMR developers like NANO Nuclear with their heat exchange needs,” said Ken Murakoshi, President and CEO of Thermal Engineering International Inc. “TEi is excited to contribute to the successful deployment of NANO Nuclear’s ODIN transportable reactor and help advance clean, portable energy solutions for the future.”

Under the terms of the contract, TEi will develop detailed designs for key heat exchanger technology integral to the ODIN microreactor. This includes the eventual fabrication of both primary and secondary heat exchangers. TEi will lead a broad, cross-functional initiative, drawing on its expertise to design practical heat transfer systems in collaboration with NANO Nuclear’s world-class technical team, from procurement to the eventual fabrication of the exchangers.

“We are very pleased to take the next step in the development of the ODIN microreactor in tandem with TEi, who we believe have valuable expertise in this sector,” said James Walker, Chief Executive Officer and Head of Reactor Development of NANO Nuclear Energy. “The design and fabrication of heat exchangers will mark a critical milestone in ODIN’s development roadmap, and TEi is well-equipped to oversee this essential phase. By designing and fabricating these heat transfer technologies, we can advance our testing and demonstration efforts that will support our prototype construction, while equipping our world-class technical teams with data that can be broadly applied to our other reactors in development.”

Figure 1 – NANO Nuclear Energy Inc. to Work with Thermal Engineering International to Design and Fabricate Key Enabling Heat Transfer Technology for Use in its ODIN Microreactor.

“Collaborating with an industry-leading manufacturer on the design of our heat exchangers marks a major stride in advancing the plans for our portable ODIN microreactor,” said Prof. Eugene Shwageraus, Lead of Nuclear Reactor Engineering of NANO Nuclear Energy. “By having such a reputable industry partner for both primary and secondary exchanger designs, we can optimize performance while maintaining the highest safety standards and ensure that the reactor functions at the highest achievable efficiency. We believe this collaboration will help minimize developments risks going forward and ensure we meet performance benchmarks before advancing to full demonstration.”

The heat transfer systems are essential components within NANO Nuclear’s innovative portable ODIN microreactor and their integration marks a significant milestone in advancing NANO Nuclear’s proprietary microreactor toward demonstration, regulatory licensing and eventual market introduction. This agreement builds on the work done by NANO Nuclear’s world-class technical team and follows last year’s external technical audit of the ODIN reactor by the Idaho National Laboratory, during which crucial design solutions and the system components were examined, reassuring the design development strategy.

“Incorporating the heat exchangers into a compact system like ODIN marks a significant milestone in advancing our proprietary microreactor design” said Prof. Ian Farnan, Lead for Nuclear Fuel Cycle, Radiation and Materials at NANO Nuclear Energy. “TEi’s expertise is well known in designing these critical heat transfer solutions. Accelerating this aspect of the compact reactor design is vital for meeting our milestones and ensuring that the microreactor meets our operational requirements.”

About NANO Nuclear Energy, Inc.

NANO Nuclear Energy Inc. (NASDAQ: NNE) is an advanced technology-driven nuclear energy company seeking to become a commercially focused, diversified, and vertically integrated company across five business lines: (i) cutting edge portable and other microreactor technologies, (ii) nuclear fuel fabrication, (iii) nuclear fuel transportation, (iv) nuclear applications for space and (v) nuclear industry consulting services. NANO Nuclear believes it is the first portable nuclear microreactor company to be listed publicly in the U.S.

Led by a world-class nuclear engineering team, NANO Nuclear’s reactor products in development include “ZEUS”, a solid core battery reactor, and “ODIN”, a low-pressure coolant reactor, each representing advanced developments in clean energy solutions that are portable, on-demand capable, advanced nuclear microreactors. NANO Nuclear is also developing patented stationary KRONOS MMR^™ Energy System and space focused, portable LOKI MMR^™.

Advanced Fuel Transportation Inc. (AFT), a NANO Nuclear subsidiary, is led by former executives from the largest transportation company in the world aiming to build a North American transportation company that will provide commercial quantities of HALEU fuel to small modular reactors, microreactor companies, national laboratories, military, and DOE programs. Through NANO Nuclear, AFT is the exclusive licensee of a patented high-capacity HALEU fuel transportation basket developed by three major U.S. national nuclear laboratories and funded by the Department of Energy. Assuming development and commercialization, AFT is expected to form part of the only vertically integrated nuclear fuel business of its kind in North America.

HALEU Energy Fuel Inc. (HEF), a NANO Nuclear subsidiary, is focusing on the future development of a domestic source for a High-Assay, Low-Enriched Uranium (HALEU) fuel fabrication pipeline for NANO Nuclear’s own microreactors as well as the broader advanced nuclear reactor industry.

NANO Nuclear Space Inc. (NNS), a NANO Nuclear subsidiary, is exploring the potential commercial applications of NANO Nuclear’s developing micronuclear reactor technology in space. NNS is focusing on applications such as the LOKI MMR^™ system and other power systems for extraterrestrial projects and human sustaining environments, and potentially propulsion technology for long haul space missions. NNS’ initial focus will be on cis-lunar applications, referring to uses in the space region extending from Earth to the area surrounding the Moon’s surface.

For more corporate information please visit: https://NanoNuclearEnergy.com/

For further NANO Nuclear information, please contact:
Email: IR@NANONuclearEnergy.com
Business Tel: (212) 634-9206

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Cautionary Note Regarding Forward Looking Statements

This news release and statements of NANO Nuclear’s management in connection with this news release contain or may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements mean statements related to future events, which may impact our expected future business and financial performance, and often contain words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “potential”, “will”, “should”, “could”, “would” or “may” and other words of similar meaning. These and other forward-looking statements are based on information available to us as of the date of this news release and represent management’s current views and assumptions. In this press release, forward-looking statements relate to, among other things, the anticipated benefits to NANO Nuclear of its relationship with Tei as described herein (including the potential for progressing the development, demonstration, regulatory licensing and commercial deployment of the ODIN microreactor). Forward-looking statements are not guarantees of future performance, events or results and involve significant known and unknown risks, uncertainties and other factors, which may be beyond our control. For NANO Nuclear, particular risks and uncertainties that could cause our actual future results to differ materially from those expressed in our forward-looking statements include but are not limited to the following: (i) risks related to our U.S. Department of Energy (“DOE”) or related state nuclear fuel licensing submissions, (ii) risks related the development of new or advanced technology and the acquisition of complimentary technology or businesses, including difficulties with design and testing, cost overruns, regulatory delays, integration issues and the development of competitive technology, (iii) our ability to obtain contracts and funding to be able to continue operations, (iv) risks related to uncertainty regarding our ability to technologically develop and commercially deploy a competitive advanced nuclear reactor or other technology in the timelines we anticipate, if ever, (v) risks related to the impact of U.S. and non-U.S. government regulation, policies and licensing requirements, including by the DOE and the U.S. Nuclear Regulatory Commission, including those associated with the recently enacted ADVANCE Act, and (vi) similar risks and uncertainties associated with the operating an early stage business a highly regulated and rapidly evolving industry. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this news release. These factors may not constitute all factors that could cause actual results to differ from those discussed in any forward-looking statement, and NANO Nuclear therefore encourages investors to review other factors that may affect future results in its filings with the SEC, which are available for review at www.sec.gov and at https://ir.nanonuclearenergy.com/financial-information/sec-filings. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results. We do not undertake to update our forward-looking statements to reflect events or circumstances that may arise after the date of this news release, except as required by law.

Attachment

NANO Nuclear Energy Inc.