REG - Earnz PLC - Result of Placing and PDMR Dealing

EarnzAnnouncement

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RNS Number : 3104W  Earnz PLC  12 March 2026

THE 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 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION
OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

For immediate release

12 March 2026

EARNZ plc

("EARNZ", the "Company" or the "Group")

 

Result of Placing and PDMR Dealing

 

Capitalised terms used but not otherwise defined in this announcement shall
have the meanings ascribed to such terms in Appendix I of the Placing
Announcement (as defined below), unless the context requires otherwise.

EARNZ plc ("EARNZ" or the "Company") (AIM: EARNZ), an energy services company
whose objective is to capitalise on the drive for global decarbonisation, is
pleased to announce that further to the Company's announcement released at
4.41p.m. on 11 March 2026 ("Placing Announcement"), the Bookbuild has closed
and the Company has conditionally raised gross proceeds of £3.5 million,
through the successful placing of 70,000,000 Placing Shares at 5 pence per
Ordinary Share.

EARNZ proposes to use the net proceeds of the Placing to:

•     satisfy the initial cash consideration payable for ZCG; and

•     provide additional working capital for the Enlarged Group.

EARNZ intends to launch a Retail Offer shortly and intends to use the net
proceeds of that Retail Offer to provide additional working capital for the
Enlarged Group.

Peter Smith, Chief Executive Officer of EARNZ plc, commented: "We are very
pleased to have successfully raised £3,500,000, especially given the current
turbulent market conditions. This achievement is a strong endorsement from our
investors, reflecting their confidence in our buy and build strategy to
deliver innovative and impactful solutions for local authorities and housing
associations across the UK."

Director and PDMR Participation

Certain directors of the Company participated in the Fundraising, details of
which are outlined below:

 Name            Position                  Amount (£) subscribed for   Number of New Ordinary Shares subscribed for   Shareholding following Admission  Percentage of enlarged share capital (%)(1)
 Bob Holt        Chairman                  54,000                      1,080,000                                      13,480,000                        5.76
 Peter Smith     CEO                       1,000                       20,000                                         1,033,888                         0.44
 Elizabeth Lake  CFO                       220,000                     4,400,000                                      8,219,443                         3.35
 Sandra Skeete   Non-Executive Director    1,000                       20,000                                         47,221                            0.02
 John Charlton   Company Secretary (PDMR)  5,000                       100,000                                        1,439,083                         0.62

(1) The enlarged shareholding is calculated as participation % / (Existing
Shares + Placing Shares +

Initial Consideration Shares)

Adult members of the family of Bob Holt, Chairman of the Company, have
subscribed for 1,060,000 Placing Shares at the Placing Price.

Elizabeth Lake's participation and resulting shareholding includes members of
her family (as this term is defined in the AIM Rules).

John Charlton, Company Secretary, has subscribed for 100,000 Placing Shares at
the Placing Price.

Related Party Transactions

The aggregate participation of the Directors and a former Director of the
Company, being Bob Holt (and his associated parties), Peter Smith, Elizabeth
Lake (and members of her family), Sandra Skeete and John Charlton of 6,680,000
Placing Shares is a related party transaction pursuant to AIM Rule 13. The
Director independent of the transaction, Linda Main, considers, having
consulted with the Company's nominated adviser, Zeus Capital, that the terms
of the directors' participation in the Placing are fair and reasonable insofar
as the Shareholders are concerned.

Gresham House and Pentwater Capital have each agreed to subscribe for
28,500,000 Placing Shares. As at 10 March 2026, being the latest practicable
date prior to the date of this document, so far as the Company is aware,
Gresham House holds 35,436,474 Existing Shares representing 26.46 per cent. of
the Company's issued share capital and Pentwater Capital holds 18,452,145
Existing Shares representing 13.78 per cent. of the Company's issued share
capital. As such, Gresham House and Pentwater Capital are substantial
shareholders of the Company and their participation in the Placing is also a
related party transaction pursuant to AIM Rule 13. The Directors consider,
having consulted with the Company's nominated adviser, Zeus Capital, that the
terms of Gresham House and Pentwater Capital's participation in the Placing
are fair and reasonable insofar as the Shareholders are concerned.

Admission

Application will be made to the London Stock Exchange for admission of
70,000,000 Placing Shares and 30,000,000 Initial Consideration Shares to
trading on AIM. It is expected that Admission will become effective and
dealings in the Placing Shares and Initial Consideration Shares will commence
on AIM at 8.00 a.m. on or around 31 March 2026 (or such later date as may
be agreed between the Company and Zeus, but no later than 30 April 2026)
("Admission").

A further announcement will be made following the Retail Offer detailing the
number of shares to be admitted under the Retail Offer.

 

Engage with the Earnz PLC management team directly by asking questions,
watching video
summaries and seeing what other shareholders have to say.
Navigate to our interactive investor
hub here:
https://investors.earnzplc.com/link/PnJ98P
(https://investors.earnzplc.com/link/PnJ98P)

 

For further information, please contact:
https://investors.earnzplc.com/link/PnJ98P
(https://investors.earnzplc.com/link/PnJ98P)

 

 Investor questions on this announcement           https://investors.earnzplc.com/link/PnJ98P

                                                 (https://investors.earnzplc.com/link/PnJ98P)
 We encourage all investors to share questions

 on this announcement via our investor hub
 Earnz Plc                                         Via our investor hub

 Peter Smith/ Elizabeth Lake
 Nominated Adviser and Broker

 Zeus                                              +44 (0) 203 829 5000

 Investment Banking

 Antonio Bossi / Andrew de Andrade / Oscar Stack

 Corporate Broking

 Dominic King / Alex Bartram
 Camarco - Financial  PR                           +44 (0) 7961 315138

 Ginny Pulbrook/Rachel Scott                       EARNZ@camarco.co.uk (mailto:EARNZ@camarco.co.uk)

 

Subscribe to our news alert service: http://investors.earnzplc.com/auth/signup
(http://investors.earnzplc.com/auth/signup)

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         1) Bob Holt

                                                                   2) Peter Smith

                                                                   3) Elizabeth Lake

                                                                   4) Sandra Skeete

                                                                   5) John Charlton
 2    Reason for the notification
 a)   Position/status                                              1)   Chairman

                                                                   2)   CEO

                                                                   3)   CFO

                                                                   4)   Non-Executive Director

                                                                   5) Company Secretary

 b)   Initial notification /Amendment                              Initial notification

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

    platform, auctioneer or auction monitor

 a)   Name                                                         Earnz plc
 b)   LEI                                                          213800YWMHGTNXCWZC33
 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 £0.04 each

      Identification code                                          ISIN: GB00BRC2TB67
 b)   Nature of the transaction                                    Issue of Placing Shares
 c)   Price(s) and volume(s)                                       Price   No. of shares
                                                                   1) 5p   1) 1,080,000

                                                                   2) 5p   2) 20,000
                                                                   3) 5p   3) 4,400,000
                                                                   4) 5p   4) 20,000

                                                                   5) 5p   5) 100,000
 d)   Aggregated information

N/A - Single transaction
      - Aggregated volume

      - Price
 e)   Date of the transaction                                      12 March 2026
 f)   Place of the transaction                                     London Stock Exchange, AIM

d)

Aggregated information

- Aggregated volume

- Price

 

 N/A - Single transaction

e)

Date of the transaction

12 March 2026

f)

Place of the transaction

London Stock Exchange, AIM

 

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