REG - Active Energy Group - Loan and Debt Conversion with Zen Ventures

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RNS Number : 1586Z  Active Energy Group PLC  02 April 2026

This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information Service,
this inside information is now considered to be in the public domain.

02 April 2026

Active Energy Group plc

 

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

 

Loan and Debt Conversion with Zen Ventures

 

Active Energy Group plc (AIM: AEG | OTC: AEUSF), the renewable energy and
digital infrastructure company, announces that Zen Ventures Ltd ("Zen
Ventures"), a company controlled by Paul Elliott, Chief Executive Officer and
a Director of the Company, has provided a further secured loan of £103,700 to
the Company ("Further Loan").

 

The Further Loan will be used to augment working capital and support cashflow
of the Company.

 

Related Party Transaction

 

As Zen Ventures is a company controlled by Paul Elliott, the CEO and Director
of the Company, the Further Loan constitutes a related party transaction for
the purpose of Rule 13 of the AIM Rules of Companies. The Directors of the
Company, excluding Paul Elliott, consider having consulted with Zeus Capital
Limited, the Company's nominated adviser, that the terms of the Further Loan
by Zen Ventures are fair and reasonable in so far as Shareholders are
concerned.

 

Historic
Loans

 

The Company has undertaken a review of historical funding arrangements and has
identified that, between 29 January 2025 and 1 April 2025, Zen Ventures
advanced a series of secured loans to the Company following the appointment of
Paul Elliott to the Board on 27 January 2025. As Zen Ventures is controlled by
a director of the Company, these loans constituted Related Party Transactions
under Rule 13 of the AIM Rules for Companies and should have been announced at
the time they were entered into.

 

These loans were utilised to support the completion of the Company's audit for
the year ended 31 December 2023 and its unaudited interim results for the six
months ended 30 June 2024, enabling the restoration of trading in the
Company's securities on AIM.

 

The loans advanced during this period comprised the following four drawdowns,
totalling £97,000 ("Historic Loans"):

 

 Transaction Date  Loan Amount
 29 January 2025   £35,000
 07 March 2025     £20,000
 10 March 2025     £2,000
 01 April 2025     £40,000
 Total             £97,000

 

Related Party Transaction

 

As Zen Ventures is a company controlled by Paul Elliott, the CEO and Director
of the Company, the Historic Loans constituted related party transactions for
the purpose of Rule 13 of the AIM Rules of Companies. The Directors of the
Company, excluding Paul Elliott, consider having consulted with Zeus Capital
Limited, the Company's nominated adviser, that the terms of the Historic Loans
by Zen Ventures, at the time they were entered into, were fair and reasonable
in so far as Shareholders are concerned.

The Company further confirms that loans advanced by Zen Ventures prior to Paul
Elliott joining the Board, totalling £77,500, did not constitute related
party transactions under Rule 13 of the AIM Rules for Companies. Therefore,
the outstanding loan balance, including the Historic Loans and the Further
Loan, between Zen Ventures and the Company is £278,200.

 

Terms of the Loans

 

The loans, as described above, are secured, non‑interest‑bearing, and
repayable on demand. No arrangement fees or other charges were incurred in
connection with the loans.

 

Conversion of debt into equity

 

The Company also announces that it has agreed with Zen Ventures to convert an
aggregate principal amount of £278,200 of outstanding loans (the "Debt") into
new ordinary shares of £0.00035 each in the Company ("Ordinary Shares") (the
"Conversion").

 

Under the terms of the Conversion, the Debt will be satisfied through the
issue of 397,428,571 new Ordinary Shares (the "Conversion Shares") at a price
of 0.07 pence per share, being the closing mid‑market price on 1 April 2026.

 

Following the issue of the Conversion Shares, the outstanding balance owed to
Zen Ventures will reduce from £478,200 to £200,000 (which are the
convertible loan notes as described below).

 

The Conversion strengthens the Company's balance sheet by reducing its
outstanding liabilities and aligns Zen Ventures' interests with those of the
Company's shareholders. The Conversion also provides the Company with
additional financial flexibility to support its ongoing operational and
strategic objectives.

 

Following the Conversion, Paul Elliott has an interest in 409,816,456 Ordinary
Shares, representing approximately 9.49% per cent. of the Company's issued
share capital.

 

Related Party Transaction

 

As Zen Ventures is a company controlled by Paul Elliott, the CEO and Director
of the Company, the Conversion constitutes a related party transaction for the
purpose of Rule 13 of the AIM Rules of Companies. The Directors of the
Company, excluding Paul Elliott, consider having consulted with Zeus Capital
Limited, the Company's nominated adviser, that the terms of the Conversion by
Zen Ventures are fair and reasonable in so far as Shareholders are concerned.

 

Convertible Loan Note

 

As previously announced on 1 November 2024, and restated in the Company's
interim results for the six months ended 30 June 2025 (published on 30
September 2025), the Zen Ventures Ltd £200,000 convertible loan note remains
in place and is unaffected by the above.

 

Admission and Total Voting Rights

 

Application will be made for the Conversion Shares to be admitted to trading
on AIM ("Admission"). Admission is expected to occur, and dealings to
commence, at 08:00 a.m. on 10 April 2026.

 

Following Admission, the Company's issued share capital will comprise
4,316,391,875 Ordinary Shares, each carrying one voting right. The Company
holds no Ordinary Shares in treasury. Therefore, the total number of voting
rights in the Company from Admission will be 4,316,391,875, which may be used
by shareholders as the denominator for calculations under the FCA's Disclosure
Guidance and Transparency Rules.

 

Pankaj Rajani, Non-Executive Chairman, commented: "Zen Ventures' continued
financial support is appreciated and provides the Company with additional
stability as we progress through the next phase of our development. Paul's
support reflects his commitment to the business, both operationally and
financially. The Board remains focused on strengthening the Company's position
and ensuring it has the resources required to deliver its strategic
objectives."

 

Enquiries:

 

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

                                          Pankaj Rajani (Non-Executive Chairman)

 Zeus                                     Antonio Bossi / Darshan Patel / Chris Wardley           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/)

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Zen Ventures Ltd
 2    Reason for the notification
 a)   Position/status                                              A company controlled by Paul Elliott, director of the Company
 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Active Energy Group plc
 b)   LEI                                                          213800P9PW3HJ5YJRK43
 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 £0.00035

      Identification code

                                                                   ISIN: GB00BPG7NS80
 b)   Nature of the transaction                                    Conversion of Debt to Equity
 c)   Price(s) and volume(s)                                       Price       No. of shares
                                                                   0.07 pence  397,428,571
 d)   Aggregated information

      - Aggregated volume

      - Price                                                      397,428,571

                                                                   0.07 pence per ordinary share
 e)   Date of the transaction                                      01 April 2026
 f)   Place of the transaction                                     Off market.

d)

Aggregated information

- Aggregated volume

- Price

 

 

397,428,571

 

0.07 pence per ordinary share

e)

Date of the transaction

01 April 2026

f)

Place of the transaction

Off market.

 

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