Certain information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR") as applied in the United Kingdom. Upon publication of this Announcement, this information is now considered to be in the public domain.
8 February 2024
Eco Buildings Group plc
(the "Company" or the "Group")
Fundraise of £827,000 ($1 million) with existing shareholders to accelerate modular housing production
Eco Buildings Group Limited (ECOB), a modular housing company, is pleased to announce that it has raised £827,000 via a subscription for 6,891,667 new ordinary shares ("Subscription Shares") by several supportive existing shareholders (the "Fundraise"). Dr Etrur Albani, a non-executive director and co-founder of Eco Buildings and Andrew Allner whose retirement as Chairman was announced on the 18 January 2024 are participating in the Fundraise.
The Subscription will be completed at a price of 12 pence per share (the "Issue Price"), being a 4.3% premium to the closing market price of 11.50 pence per share on 7 February 2024 (the business day prior to the date of this announcement).Warrants over new ordinary shares will be issued on the basis of one for every one Subscription Share. The warrants have a three year term, with an exercise price of 12p for the first 12 months, 19p for the following 12 months, and 26p for the final twelve months.
The Fundraise is conditional, inter alia, upon admission of the Subscription Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies and occurring by not later than 8.00 a.m. on 13 February 2024.
Use of Proceeds
The proceeds will be used to accelerate production of modular housing and help satisfy the existing €114M order book over 3 years. The Company anticipates that the first revenue is to be received in the current quarter (Q1 2024) and ongoing thereafter. In addition the Company will use funds to support growth in new geographic areas.
Director's Participation and Related Party Transactions
Dr Etrur Albani, a non-executive director and co-founder of Eco Buildings, is investing £100,000 by subscribing for 833,333 Subscription Shares at the Issue Price. Following Admission, Dr Etrur Albani will have an interest in 17,640,286 Ordinary Shares representing 22.92 per cent. of the Enlarged Share Capital.
Andrew Allner, whose retirement as Chairman was announced on 18 January 2024, is also participating and investing £35,000 by subscribing for 49,693 Subscription Shares at the Issue Price. Following Admission, Andrew Allner will have an interest in 341,360 Ordinary Shares representing 0.44 per cent. of the Enlarged Share Capital.
The participation of Etrur Albani and Andrew Allner in the Fundraise constitute related party transactions under Rule 13 of the AIM Rules. The Independent Directors (being Don Nicolson, Sir Mark Lyall Grant, Ahmet Shala, Sanjay Bowry and Fiona Hadfield) consider, having consulted with the Company's nominated adviser, Spark Advisory Partners Limited, that the terms of their participation in the Fundraise are fair and reasonable insofar as Shareholders are concerned.
Admission & Total Voting Rights
The new ordinary shares will rank pari passu with the existing ordinary shares in all respects.
Following the admission of the new ordinary shares, the total issued share capital of the Company will be 76,961,747 ordinary shares, each with voting rights. The Company does not hold any ordinary shares in treasury. The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company, under the Disclosure and Transparency Rules.
The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014.
For more information on Eco Buildings please visit www.eco-buildingsplc.com or contact:
| Eco Buildings Group plc Sanjay Bowry, Chief Executive Officer Fiona Hadfield, Finance Director | Tel: +44 (0)20 7380 0999
|
| Spark Advisory Partners Limited (Nominated Adviser) Matt Davis / James Keeshan | Tel: +44 (0)20 3368 3550 |
| Tavira Financial Limited (Broker) Oliver Stansfield/Jonathan Evans | Tel: +44 (0)20 3192 1739 |
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
| 1 | Details of the person discharging managerial responsibilities / person closely associated
| ||
| a) | Name | Dr Etrur Albani
| |
| 2 | Reason for the notification
| ||
| a) | Position/status | Non-Executive Director
| |
| b) | Initial notification/Amendment |
Initial | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | Eco Buildings PLC
| |
| b) | LEI | 213800GJKNNE3VRWDD37
| |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| ||
| a) | Description of the financial instrument, type of instrument | Ordinary Shares of 1p each | |
| | Identification code | GB00BRJTP124
| |
| b) | Nature of the transaction | Purchase of Ordinary Shares pursuant to the Fundraise
| |
| c) | Price(s) and volumes(s) | Price(s) | Volume(s)
|
| £0.12 | 833,333 | ||
| d) | Aggregated information | N/A (single transaction)
| |
| | Aggregated volume | N/A (single transaction)
| |
| | Price | N/A (single transaction)
| |
| e) | Date of the transaction | 8 February 2024
| |
| f) | Place of the transaction | Outside of a trading venue | |
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