RCS - Active Energy Group - Proposed Acquisition of Ghummud Asset

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RNS Number : 9478V  Active Energy Group PLC  10 March 2026

This is a Reach (i.e. non-regulatory) announcement and the information
contained is not considered to be material or to have a significant impact on
management's expectations of the Company's performance

 

10 March 2026

Active Energy Group plc

("Active Energy", the "Company" or the "Group")

 

Proposed Acquisition of Ghummud Grid Connection Asset - Heads of Terms Signed

 

Active Energy (AIM: AEG - OTID: AEUSF) announces that it has signed binding
Heads of Terms ("HoTs") in relation to the proposed acquisition of the Ghummud
Site in Abu Dhabi ("Ghummud" or the "Asset"), subject to the completion of
customary due diligence.

 

The Asset comprises a 3.5 megavolt-ampere ("MVA") live grid connection with an
active transformer and associated electrical infrastructure, providing
approximately 2.975 megawatts ("MW") of available load.

 

The Asset is non-operational and does not comprise revenue-generating
activities. It consists solely of the energised grid connection and related
electrical infrastructure and land.

 

Following completion, the Company intends to overlay its modular digital
infrastructure layer onto the site and provide access to ultra-low-cost power
under structured off-take agreements. The Company's strategy is to act as the
provider of:

·      energised grid connections;

·      modular digital infrastructure deployment;

·      access to ultra-low-cost power; and

·      structured off-take agreements for contracted clients.

 

The proposed acquisition represents a bolt-on infrastructure transaction
aligned with Active Energy's digital energy strategy.

 

Subject to further technical investigation and confirmation of available load
capacity on the surrounding grid network, there may be an opportunity to
upgrade the grid connection and increase available capacity.

 

Consideration

Total consideration for the proposed acquisition is £2m structured as
follows:

 

Equity - £1.0m

To be satisfied by the issue of new ordinary shares in Active Energy at 0.11
pence per new ordinary share ("New Shares") (or such higher price as may be
agreed), subject to the required shareholder authorities to allot new Shares.

 

The issue price represents a premium to both the Company's 30-day volume
weighted average price ("VWAP") of approximately 0.095 pence per ordinary
share and the most recent closing market price of 0.08 pence per Share, being
9 March 2026.

 

The New Shares issued as part of the equity consideration will be subject to a
12-month lock-in. The Board believes this structure closely aligns the vendor
with Active Energy's long-term growth strategy and demonstrates confidence in
the Company's ability to scale its energy and digital infrastructure platform.

 

The Company retains discretion to adjust the equity component or utilise a
capped convertible instrument if required.

 

Deferred Cash - £1.0m

·      £0.5m payable 6 months post-completion; and

·      £0.5 payable 12 months post-completion.

 

Net operating profit generated during the first 12 months post-completion will
be applied against the final deferred £0.5m consideration until satisfied.
This structure allows the asset to contribute directly to funding its own
acquisition during the first year of operation, preserving the Company's cash
resources and limiting potential dilution to existing shareholders.

 

Based on the total consideration of £2m for 3.5 MVA of capacity, the
acquisition equates to approximately £0.57m per MW. The Board believes this
represents a highly attractive entry point compared to equivalent grid
connection and substation deployment costs in the UK, which typically range
between £1m and £1.5m per MW, depending on location, grid constraints and
development complexity.

 

At mid-range UK deployment benchmarks, the proposed acquisition represents
approximately a 50% cost saving versus new-build infrastructure, while also
delivering immediate energised capacity, a deferred payment structure, and the
use of Company equity issued at a premium to the current market price. The
Board believes this transaction structure demonstrates strong capital
discipline while enabling the Company to scale its energy infrastructure
platform efficiently.

 

Potential Revenue

Once fully built out, operational and utilising the available 2.975 MW
capacity, the Board believes the Ghummud site has the potential to generate
approximately US$1,850,000 million per annum in gross revenue.

 

Subject to final allocation of capacity between contracted counterparties,
including arrangements under the Company's existing Letter of Intent and other
off-take clients, the Company expects the site could generate approximately
US$850,000 per annum in free cash flow at steady state. This equates to a
3-year payback period.

These figures represent internal estimates only and are based on current power
pricing assumptions, anticipated utilisation rates and expected operating
costs. There can be no guarantee that these revenue or cash flow levels will
be achieved.

 

Conditions and Status

The HoTs are binding (save for confidentiality and governing law), and remain
subject to the completion of customary due diligence and the execution of
definitive agreements.

 

Further announcements will be made as and when appropriate.

 

Paul Elliott, CEO of AEG, commented:

"This is precisely the type of infrastructure asset we are targeting - live
grid connections that allow us to deploy our modular digital infrastructure
rapidly and efficiently. We are not acquiring legacy operations; we are
securing scalable, energised capacity.

 

The structure of this transaction is equally important. By utilising the
company's equity at a premium to the current market price, strategically and
deferring cash consideration, we are funding growth in a disciplined manner
that protects our balance sheet and limits unnecessary dilution, while
positioning the Company to scale its digital energy platform."

Enquiries:

 

 Active Energy Group Plc                  Paul Elliott (CEO)                                      info@aegplc.com

                                          Pankaj Rajani (Non-Executive Chairman)

 Zeus                                     Antonio Bossi / Darshan Patel                           Tel: +44 (0) 203 829 5000

 Nomad and Broker                         (Investment Banking)

                                          Nick Searle                                             Tel: +44 (0) 203 829 5633

                                          (Sales)

 Website                                  LinkedIn                                                 'X'

 www.aegplc.com (http://www.aegplc.com/)  www.linkedin.com/in/active-energy-group-plc/            (@aegplc) / X (https://x.com/aegplc)
                                          (http://www.linkedin.com/in/active-energy-group-plc/)

 

 

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