REG - Eco Buildings Group - Interim Results
30/09/2024 07:00
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RNS Number : 1004G Eco Buildings Group PLC 30 September 2024
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.
AIM: ECOB
30 September 2024
Eco Buildings Group PLC
("Eco Buildings" or the "Company")
Interim Results for the six months ended 30 June 2024
Eco Buildings Group PLC (AIM: ECOB), announces its unaudited interim results
for the six months ended 30 June 2024.
Operational Highlights
· Since producing our first wall in December 2023, the purchased
machinery was subject to a significant process of innovation and upgrades to
allow it to operate in a fully automated mode. This has led to 33% decrease
in production time as well as reduction in operating costs going forward.
· As previously announced, commercial production began at the
factory in June 2024 following the completion of this work. We have
already begun to supply material for our first order, and have received a
purchase order for the first rolling program of panels from AED Shpk for
25,000 sqm to be drawn down in accordance with a schedule of works. The
sale of these panels will allow the company to generate revenue as we roll out
the more complex complete dwellings.
· The group received official certification for Latin American
Markets. The Group's walls have been approved for use under national
building regulations in Chile, following a full range of stress tests carried
out by the University of Chile in Santiago including revalidation of the fire
safety certification.
Financial Highlights
· On 8 February 2024 Eco Buildings Group Plc announced that it had
raised £827,000 via a subscription for new ordinary shares by several
supportive existing shareholders. The Subscription was effected at a price of
12 pence per share.
· Revenue for the six months to 30 June 2024 increased to €0.2
million (H1 2023: €0.03 million) including the first revenues recognised
from the sale of GFRG panelling.
· Losses for the half year were €1.0 million (H1 2023: €0.9
million), due to costs incurred as the Eco Business has been developed.
Operational Update
Operating Update for the period to 30 June 2024
Operational Milestones
The company achieved fully automated production at its new factory in Durres,
Albania, which has significantly enhanced production efficiency, reducing time
by 33%. This new line can produce 177,000 sqm of glass fibre reinforced gypsum
(GFRG) walls annually, enough to build 768 homes per year.
Following rigorous testing by the Catholic University of Chile, Eco Buildings'
wall panels were approved for the Chilean construction market. This
breakthrough opens up significant growth opportunities in Latin America, with
the potential for further expansion across the region.
The upgraded factory and production processes have allowed Eco Buildings to
improve product quality, reduce costs, and increase intellectual property (IP)
potential, positioning them for further expansion into new markets,
particularly in Chile.
Sales development
Eco Buildings Group has experienced l growth in 2024 in terms of sales and
market expansion. The company has capitalized on its innovations in modular
housing, leveraging its upgraded production capabilities to drive sales across
various markets.
Eco Buildings has already begun to supply material for our first order, and
have received a purchase order for the first rolling program of panels from
AED Shpk for 25,000 sqm to be drawn down in accordance with a schedule of
works. The sale of these panels will allow the company to generate revenue
as we roll out the more complex complete dwellings.
In a major milestone, the company successfully produced and sold its first
full modular building from its newly automated production facility. This sale
not only showcases Eco Buildings' enhanced production capabilities but also
establishes a solid proof of concept for future large-scale projects. The
fully automated facility enables the company to produce modular buildings at a
lower cost and faster rate, which has bolstered its competitive edge in the
rapidly growing modular construction market.
The company received a preliminary order for 5,000 sqm of walling from R&T
Sh.p.K., which will be used as a permanent perimeter wall for a residential
tourist development in Albania. This deal is expected to lead to further
negotiations for the supply of modular buildings for the same development,
marking a potential new long-term client relationship.
The Chilean market represents a major new frontier for Eco Buildings'
products. Following the successful testing and certification of its wall
panels by the Catholic University of Chile, the company is poised to enter the
Chilean construction market, which is known for its stringent building
regulations. This certification opens up opportunities for expansion across
Latin America, where Eco Buildings' modular wall panels will now be considered
compliant in several countries. The company expects significant future sales
growth in this region as a result of its adaptability to local construction
standards.
Based on its current orders and completed projects, Eco Buildings has
forecasted over €1 million in revenue by the end of 2024, primarily driven
by ongoing deliveries of modular wall panels and small building orders. The
recent £450,000 capital raise is expected to further enhance the company's
ability to meet large-scale orders, with current contracts ensuring that Eco
Buildings can focus on fulfilling its 25,000 sqm purchase order and expanding
its footprint in both Albania and Latin America.
Looking ahead, Eco Buildings aims to continue scaling its sales by:
· Tapping into the growing global demand for modular housing
solutions, particularly in rapidly urbanizing regions like Latin America and
Eastern Europe.
· Expanding its client base across residential, commercial, and
government sectors, with a strong focus on sustainability, cost efficiency,
and the speed of modular construction.
· Leveraging technology to maintain high product standards while
reducing costs, ensuring that their wall panels and modular buildings remain
competitive in price-sensitive markets.
In conclusion, 2024 so far has been a breakthrough year for Eco Buildings
Group's sales, with significant contracts, new market entries, and diverse
product offerings driving both current and future revenue growth. The
company's sales strategy is aligned with global trends in modular
construction, allowing it to capitalize on emerging opportunities across
multiple regions.
Leadership Transition
After over 12 years of service, Andrew Allner retired as Chairman of Eco
Buildings Group PLC, having led the company through its transformative phases,
including the relocation of its factory from Dubai to Durres and the
successful production of their first modular wall.
Don Nicolson was appointed as the new non-executive Chairman. Mr Nicolson, a
senior business leader with 40 years of experience, brings a wealth of
expertise from previous roles at BP and Levantina Natural Stone Company. Dr.
Etrur Albani took on a full-time role as Executive Vice Chairman, focusing on
client relationships and strategic growth.
Financial Developments
Eco Buildings raised £450,000 through a subscription of new shares effected
at a price of 10 pence per share, as announced on 21 August 2024, to fund wall
panel deliveries and fulfil contracts in Albania. The company's revenue
projections were boosted, expecting over €114 million from existing
contracts over the next three years.
Overall, 2024 has been a pivotal year for Eco Buildings Group, with leadership
changes, automation advancements, successful product approvals, and promising
financial growth projections across new markets.
For further information, contact:
Eco Buildings Group plc
Sanjay Bowry, Chief Executive Officer
Tel: +44 (0)20 7380 0999
Fiona Hadfield, Finance Director
Tel: +44 (0)20 7380 0999
Spark Advisory Partners Limited (Nominated Adviser) Tel: +44 (0) 203 368 3550
Matt Davis / James Keeshan
Tavira Securities Limited (Broker) Tel: +44 (0) 203 192 1739
Oliver Stansfield / Jonathan Evans
Notes
The Company has acquired proven and innovative prefabricated technology which
has been in development and commercial use since 2006. Eco Buildings' range of
prefabricated, green housing products based on glass fibre reinforced gypsum
panels ("GFRG") provides a construction solution for both affordable and
high-end housing.
Eco Buildings has already secured two sales contracts with major construction
companies, one in Albania, the other in Kosovo, which are expected to generate
gross sales revenue of up to €38 million in total per annum over the first
three years (approximately €114 million in total) following Admission.
The market share for factory-based building technology is expected to grow
significantly over the coming years as private developers and the public
sector seek to address the substantial and growing deficit in housing stock
and issues of construction cost, speed and quality and housing affordability.
ECO BUILDINGS GROUP PLC
Condensed unaudited consolidated income statement and statement of
comprehensive income
Six months ended 30 June Six months ended 30 June For the year ended
2024 2023 2023
Note Unaudited Unaudited Audited
€'000s €'000s €'000s
Revenue 206 32 140
Cost of Sales (74) (4) (118)
Gross Profit 132 28 22
Administrative and other operating expenses (914) (132) (1,470)
Operating loss (782) (104) (1,447)
Net finance costs 4 (305) (53) (343)
Charge on conversion of Pre IPO loan instrument - (749) (749)
Loss before taxation (1,087) (907) (2,540)
Taxation - - -
Loss for the period (1,087) (907) (2,540)
Other comprehensive income - - -
Total comprehensive loss for the period attributable to owners of the parent (1,087) (907) (2,540)
company
Loss per share
Basic loss per share 7 €0.014 €0.016 €0.04
Diluted loss per share 7 €0.014 €0.016 €0.04
ECO BUILDINGS GROUP PLC
Condensed unaudited consolidated statement of financial position
Notes As at 30 June 2024 As at 31 December 2023 As at 30 June 2023
Unaudited Audited Unaudited
€'000s €'000s €'000s
Assets
Non-current assets
Intangible assets 9,977 10,002 4,246
Property, plant and equipment 7 5,680 5,412 5,639
Total non-current assets 15,657 15,414 9,885
Current assets
Trade and other receivables 682 613 2,543
Inventories 2,058 2,085 2,392
Cash and cash equivalents 34 677 638
Total current assets 2,774 3,375 5,573
Total assets 18,431 18,789 15,458
Current liabilities
Trade and other payables 1,801 2,281 2,447
Borrowings 8 60 58 -
Total current liabilities 1,861 2,339 2,447
Non-current liabilities
Deferred tax liability 85 85 85
Lease Commitments 260 290 351
Borrowings 8 5,187 4,935 5,430
Total non-current liabilities 5,532 5,309 5,866
Total liabilities 7,393 7,648 8,313
Net assets 11,038 11,141 7,145
Equity
Share capital 9 5,855 5,774 5,772
Share premium 9 9,965 9,106 4,446
Retained loss (3,962) (2,875) (1,241)
Share based payment reserve 51 7
Other reserves (871) (871) (1,832)
Total equity attributable to owners of the parent company 11,038 11,141 7,145
ECO BUILDINGS GROUP PLC
Condensed consolidated statement of cash flows
Six months ended Six months ended Year
30 June 2024 30 June 2023 ended 31 December 2023
Unaudited Unaudited €'000s
€'000s €'000s
Notes
Cash flows from operating activities
Loss before taxation (1,087) (907) (2,540)
Adjustment for:
Net finance costs 4 305 53 343
Charge on conversion of Pre IPO loan instrument 749 749
Operating loss for the period (782) (104) (1,448)
Adjustment for:
Amortisation 25 8 28
Depreciation 7 95 128 180
Equity Settled transactions 44 - 7
Provision for inventory - 201
Changes in working capital:
Increase in receivables (69) (1,109) 88
Decrease in inventories 26 166 41
Increase in trade and other payables (479) 685 273
Net cash used in operating activities (1,140) (226) (630)
Cash flow from investing activities
Expenditure on property, plant and equipment 7 (363) (220) (465)
Expenditure on rights of use assets (40) (41) (79)
Net cash outflow from investing activities (403) (261) (543)
Cash flows from financing activities
Proceeds from issue of shares 9 939 1,153 2,587
Repayment of debt (28) - (478)
Drawdown of debt 35 - -
Interest paid (46) (37) (269)
Net cash inflow from financing activities 900 1,116 1,841
Net (decrease)/increase in cash and cash equivalents (643) 528 668
Foreign exchange difference arising on translation - (1)
Cash and cash equivalents at beginning of 677 10 10
Period
Cash and cash equivalents at end of period 34 638 677
ECO BUILDINGS GROUP PLC
Condensed consolidated statement of changes in equity
Share capital Share premium Share based payment reserve Other reserve Profit and loss reserve Total
€'000s ( )
€'000s €'000s €'000s €'000s
€'000s
As at 1 January 2023 1 - - - (335) (334)
Total comprehensive loss for the period - - - (907) (907)
Transactions with owners
Share based transactions - - - - - -
RTO transaction 5,773 4,446 - (1,832) - 8,387
As at 30 June 2023 5,774 4,446 - (1,832) (1,242) 7,146
Total comprehensive loss for the period - - - - (1,633) (1,633)
Transactions with owners
Share based transactions - - 7 - - 7
RTO transaction - 4,660 - 961 - 5,621
As at 31 December 2023 5,774 9,106 7 (871) (2,875) 11,141
Total comprehensive loss for the period (1,087) (1,087)
Transactions with owners
Share based transactions 44 44
Share capital issues 81 858 940
As at 30 June 2024 5,855 9,965 51 (871) (3,962) 11,038
Notes to the condensed consolidated financial statements for the period ended
30 June 2024
(1) General information
The principal activity of Eco Buildings Group plc and its subsidiary and
associate companies (collectively "Fox Marble Group" or "Group") is the
exploitation of quarry reserves in the Republic of Kosovo and the Republic of
North Macedonia.
Eco Buildings Group plc is the Group's ultimate Parent Company ("the parent
company"). It is incorporated in England and Wales and domiciled in England.
The address of its registered office is 160 Camden High Street, London, NW1
0NE. Eco Buildings Group plc shares are admitted to trading on the London
Stock Exchange's AIM market.
(2) Basis of preparation
The results presented in this report are unaudited and they have been prepared
in accordance with the principles of International Financial Reporting
Standards ("IFRS") as adopted by the European Union that are applicable to the
financial statements for the year ending 31 December 2023.
The accounting policies applied in these results are consistent with those
applied in the Group's Annual Report and Accounts for the year ended 31
December 2023 and those expected to be applicable to the financial statements
for the year ending 31 December 2024.
This half yearly report does not constitute statutory accounts within the
meaning of Section 434 of the Companies Act 2006. Statutory accounts for Eco
Buildings Group plc for the year ended 31 December 2023 were approved by the
Board on 28 June 2024 and have been filed with the Registrar of Companies. The
report of the auditors on those accounts was unqualified and did not contain a
statement under Section 498 (2) or (3) of the Companies Act 2006. These
condensed interim financial statements for the six months ended 30 June 2024
have been prepared in accordance IAS 34, 'Interim financial reporting', as
adopted by the European Union. The condensed interim financial statements
should be read in conjunction with the annual financial statements for the
year ended 31 December 2023, which have been prepared in accordance with IFRS
as adopted by the European Union. The Annual Report and Accounts 2023 for
the Group are available at www.eco-buildingsplc.net
(3) Going concern
The Directors have reviewed detailed projected cash flow forecasts and believe
it is appropriate to prepare this report on a going concern basis. In making
this assessment, they have considered the following factors:
a) the current working capital position and operational requirements;
b) the proposed business plan for the combined entity including the
development of sales in Albania from the newly commissioned factory in
Albania;
c) rates of production at the newly operational plant in Durres, and
the any risks that may impact the levels of production;
d) current order book including purchase orders received in June 2024
and the companies ability to satisfy these from existing production;
e) the timing and expected start of revenues under the contracts for
construction secured by Eco Buildings with Andrra Invest LLC and Egeu Stone
LLC.
f) the timing of expected sales receipts and completion of other
existing orders, as well as collection of outstanding debtors;
g) the sensitivities of forecast sales figures over the next two
years;
h) the timing and magnitude of planned capital expenditure including
expansion of production facilities at the GFRG factory in Albania; and
i) the level of indebtedness of the company and timing of when such
liabilities may fall due, and accordingly the working capital position over
the next 18 months.
The forecasts assume that the Company will execute the business plan for the
combined entity, as described in the strategic report. It further assumes
that production at the production sites will continue to operate in good
order. The forecast assumes existing contracts held by the Company will be
fulfilled on a timely basis. The Company also anticipates significant
revenue growth through the realization of existing sales contracts and offtake
agreements, as well as from newly generated sales.
There are several scenarios which management have considered that could impact
the financial performance of the Company. These include:
a) The business plan for the combined entity, including planned
capital and strategic expansions could be delayed or result in further losses
for the group;
b) Levels of production at the factory could be lower than expected;
Costs of construction of the units could be higher than expected;
c) Levels of production at the quarries can be impacted by unforeseen
delays due to inclement weather or equipment failure; lower than expected
quality of material being produced, and the continuing effects of the
pandemic;
d) Costs of production and construction could be higher than planned,
or there could be unforeseen additional costs;
e) Fulfilment of the Company's order book could be delayed, or the
payment of amounts due under such contracts could be delayed; and
f) The resumption of block sales to the international block market may
be slower than expected.
If the cash receipts from sales are lower than anticipated the Company has
identified that it has available to it several other contingent actions, that
it can take to mitigate the impact of potential downside scenarios. These
include seeking additional financing, leveraging existing sale agreements,
reviewing planned capital expenditure, reducing overheads and renegotiation of
the terms on its existing debt obligations.
In conclusion having regard to the existing and future working capital
position and projected sales, the Directors are of the opinion that the
application of the going concern basis is appropriate.
(4) Charge on conversion of Pre-RTO Loan notes
Six months ended Six months ended Year ended
30 June 30 June 31 December 2023
2024 2023 €'000
€'000s €'000s
Charge on conversion of Pre-RTO Loan notes - (749) (749)
Between 6 May 2022 and 31 December 2022, Eco Buildings Operations Limited
issued £645,000 of unsecured convertible loan notes. In the event of
admission of the Company and its parent to AIM these loan notes were to
convert to a variable number of ordinary shares of the Company to provide a
conversion value of 2:1.
On the 2 June 2023, loan notes were novated from Eco Buildings Operations
Limited to Eco Buildings Group plc.
Following the re-admission of the Company to AIM on the 2 June 2023 the loan
notes with a carrying value of €749,490 (£645,000) were converted into
2,345,455 shares at an issue price of 55p, with a total value of €1,498,980
(£1,290,000) resulting in a non-cash accounting charge of €749,490 being
recognised in the income statement.
(5) Loss per share
Six months ended Six months ended Year ended
30 June 30 June 31 December 2023
2024 2023 €'000 ((1))
€'000s €'000s ((1))
Loss for the period used for the calculation of basic LPS (1,087) (907) (2,540)
Number of shares
Weighted average number of ordinary shares for the purpose of basic LPS 76,961,747 57,132,992 63,413,058
Effect of potentially dilutive ordinary shares - - -
Weighted average number of ordinary shares for the purpose of diluted LPS 76,961,747 57,132,992 63,413,058
Loss per share:
Basic €0.014 €0.016 €0.040
Diluted €0.014 €0.016 €0.040
Basic earnings per share is calculated by dividing the loss attributable to
owners of the Company by the weighted average number of ordinary shares in
issue during the year. Pursuant to IAS 33.20 and in conjunction with IAS
33.64 the share consolidation that occurred in June 2023, changed the average
number of shares without a concomitant change in the level of resources. The
number of common shares in issue prior to the share reorganisation in June
2023 is adjusted in accordance with the change in the number of ordinary
shares as if the share reorganisation had occurred at the beginning of the
period under review.
(6) Intangible assets
Goodwill Mining rights and licences Capitalised exploration and evaluation expenditure Total
€'000
€'000
€'000 €'000
Cost
As at 31 December 31 December 2022 - - - -
Arising on acquisition 1,563 - - 1,563
Acquired 85 2,535 72 2,692
As at 30 June 2023 1,648 2,535 72 4,255
Arising on acquisition 5,775 - - 5,775
As at 30 December 2023 7,423 2,535 72 10,030
Acquired - - - -
As at 30 June 2024 7,423 2,535 72 10,030
Depreciation
As at 31 December 2021, 30 June 2022 and 31 December 2022 - - - -
Charge for the period - 5 3 8
As at 30 June 2023 - 5 3 8
Charge for the period - 21 (1) 20
As at 30 December 2023 - 26 2 28
Charge for the period - 24 1 25
As at 30 June 2024 - 50 3 53
Net book value
As at 30 June 2024 7,423 2,485 69 9,977
As at 31 December 2023 7,423 2,509 70 10,002
As at 30 June 2023 1,648 2,528 71 4,246
(7) Property, plant and equipment
GFRG Factory Plant and machinery Land Marble Factory Rights of use assets Quarry Office equipment and leasehold improvements Total
Plant and machinery Plant and machinery
€'000s €'000s
€'000s
€'000 €'000s
€'000s €'000s
Cost
As at 31 December 2022 1,051 - - 322 - - 1,373
Additions 220 - - - - - 220
Arising on acquisition - 160 2,881 95 1,069 1 4,206
As at 30 June 2023 1,271 160 2,881 417 1,069 1 5,799
Additions 245 - - - - - 245
Fair value adjustment - (52) (21) (348) - (421)
As at 31 December 2023 1,516 160 2,829 396 721 1 5,624
Additions 351 - 11 - - - 362
As at 30 June 2024 1,867 160 2,840 396 721 1 5,986
Depreciation
As at 31 December 2022 - - - 32 - - 32
Charge for the period - - 70 56 2 - 128
As at 30 June 2023 - - 70 88 2 - 160
Charge for the period - - 16 36 - - 52
As at 31 December 2023 - - 86 124 2 - 212
Charge for the period - - 29 52 13 - 95
As at 30 June 2024 - - 115 176 15 - 307
Net book value
As at 30 June 2024 1,867 160 2,725 221 706 1 5,679
As at 31 December 2023 1,516 160 2,743 273 719 1 5,411
As at 30 June 2023 1,271 160 2,811 328 1,067 1 5,639
(8) Borrowings
30 June 31 December 2023 30 June
2024 €'000s 2023
€'000s €'000s
Current liabilities
Other borrowings held at amortised cost 60 58 -
60 58 -
Non-Current liabilities
Convertible loan note 4,324 4,123 5,431
Other borrowings held at amortised cost 863 812 -
5,187 4,935 5,431
(a) RTO Convertible Loan Notes
Between 6 May 2022 and 31 December 2022, Eco Buildings Operations Limited
issued £645,000 of unsecured convertible loan notes. The loan notes converted
to shares on 50% discount on Admission of the Eco Buildings Group plc to AIM.
(b) Eco Buildings Operations Limited Loan Note
On 3 March 2022 the Group entered into an agreement to acquire operational
assets from Gulf Wall FZO, a company registered in Dubai, United Arab
Emirates. The consideration for this purchase was the issue of shares in Eco
Buildings Group Ltd and the issue of $1,000,000 (£759,763) loan note. The
terms of the loan note were agreed on 7 September 2022. The loan note has a
four-year term and an interest rate of 2%. As at 30 June 2024 the loan note
held at amortised cost had a balance of €862,854. (31 December 2023 -
€811,533).
(c) Series 11 Loan Note
On 27 May 2020 Eco Buildings Group PLC reached agreement with the holders of
the Series 3, 4, 6, 7, 8, 9 and 10 loan note holders to reschedule the terms
of the loan notes. The existing loan notes were cancelled and replaced by
the Series 11 Loan Note. The Series 11 Loan Note has an interest rate of 2%
per annum. The Loan note was due for conversion or repayment on the 1
December 2026 with a conversion price of 5p.
The noteholders had the right, in the event of a change of control of the
Company, to give written notice to the Company to require that the interest
rate on the stock increases to 25% per annum with effect from the date of the
change of control. In the event the noteholders elected to increase the
interest rate, the Company may repay the stock at par, together with all
accrued interest. On 27 April 2023, the Company amended the Series 11 CLNs
pursuant to which the terms of the Series 11 Instrument were altered to agree
that (i) the Acquisition shall not cause the interest rate payable pursuant to
the Series 11 Instrument to increase, notwithstanding that a change of control
of the Company will occur, and (ii) the Series 11 CLNs would convert at a rate
of 80 pence per ordinary share.
As at 30 June 2024, the Series 11 Loan Note held at amortised cost had a
balance of €2,413,044 (31 December 2023- €2,297,603). The Stockholders'
option to convert the loan has been treated as an embedded derivative and
measured at fair value. As at 30 June 2024 the derivative had a value of
€555 (31 December 2023- €555). The fair value has been assessed using a
Black Scholes methodology. The derivative is classified as a level 3
derivative on the basis that the valuation includes one or more significant
inputs not based on observable market data.
(d) Gulf Loan Note
As consideration for the acquisition of Gulf Marble Investments Limited Eco
Buildings Group plc issued an Unsecured Convertible Loan Note ('Gulf Loan
Note') in the amount of €1,785,000. Under the terms of the Loan Note, the
holder may elect to convert at a conversion price of 130% of the 3-month
volume weighted average share price. The Loan Note was repayable from 1
October 2020. The Loan Note carries an interest rate of Libor plus 1.5%
payable annually in arrears. The Gulf Loan Note was amended on 7 August 2021
pursuant to which the total principal amount to be repaid under the Notes was
increased to €1,885,000. In addition, interest shall accrue in respect of
the GM Notes at the rate of 4.5% in the period from 8 August 2021 to 1 January
2025. Furthermore, if the Company raises more than €7 million prior to the
date of repayment of the Notes, 25% of the Notes are to be repaid immediately.
As at 30 June 2024, the Gulf Loan Note held at amortised cost had a balance of
€1,911,461 (31 December 2023 - €1,824,313). The Stockholders' option to
convert the loan has been treated as an embedded derivative and measured at
fair value. As at 30 June 2024, the derivative had a value of nil (31
December 2023 - nil). The fair value has been assessed using a Black Scholes
methodology. The derivative is classified as a level 3 derivative on the basis
that the valuation includes one or more significant inputs not based on
observable market data.
(e) Other Borrowings held at amortised cost
In July 2021 Eco Buildings Group Plc borrowed £50,000 under the Covid bounce
back loan scheme. The loan carries an interest rate of 2.5% and is repaid in
monthly instalments over five years. As at 30 June 2024 there remained
€24,507 outstanding on this debt.
The Directors consider that the carrying amount of borrowings approximates
their fair value at 30 June 2024.
(9) Share capital
In accordance with IFRS 3 - Business Combinations, as applied to a reverse
acquisition, the share capital in the consolidated accounts of Eco Buildings
Group PLC reflects the share capital of the legal acquirer, Eco Buildings
Group PLC, with the difference between share capital of the legal acquirer and
the accounting acquirer, Eco Buildings Operations Limited (formerly Eco
Buildings Group Ltd), being aggregated and shown as part of retained earnings
and other reserves.
30 June 2024 31 December 2023 Share capital Share capital Share premium Share premium
Number Number 30 June 31 December 30 June 31 December
2024 2023 2024 2023
€'000 €'000
€'000 €'000
Issued, called up and fully paid Ordinary shares of £0.01 each
At start of the period 70,070,080 54,545,455 817 1 9,107 -
Issued in the year 6,891,667 15,524,625 81 816 858 9.107
At end of the period 76,961,747 70,070,080 898 817 9,965 9,107
Issued, called up and fully paid Preference shares of £0.01 each
At start of the period 8,232,857 - 96 - - -
Issued in the year - 8,232,857 - 96 - -
At end of the period 8,232,857 8,232,857 96 96 - -
Issued, called up and fully paid Deferred shares of £0.50 each
At start of the period 8,232,857 - 4,861 - - -
Issued in the year - 8,232,857 - 4,861 - -
At end of the period 8,232,857 8,232,857 4,861 4,861 - -
5,855 5,774 9,965 9,107
On the 2 June 2023 each Ordinary Share in the issued share capital of the Eco
Buildings Group PLC at the 1 June 2023 was sub-divided into 13 Sub-divided
Shares, following which 113,974 Sub-divided Shares were issued at nominal
value. Following the Sub-divided Share Issuance, every 659 Sub-divided Shares
was consolidated into one Post-Consolidation Ordinary Share and then each
Post-Consolidation Share was sub-divided into one New Ordinary Share with a
nominal value of 1p and one New Deferred Share with a nominal value of 50p.
The New Ordinary Shares have the same rights as the previous Ordinary Shares
including voting, dividend, return of capital and other rights.
The New Deferred Shares do not have any voting rights and do not carry any
entitlement to attend general meetings of the Company; nor will they be
admitted to AIM or any other market.
The Share Reorganisation resulted in the Company having 8,232,857 New Ordinary
Shares and 8,232,857 New Deferred Shares being in issue immediately following
the Share Reorganisation.
Issue of Shares
On 7 February 2024 Eco Buildings Group PLC raised £827,000 via a subscription
for new ordinary. The Subscription was effected at a price of 12 pence per
share.
Warrants over new ordinary shares were 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.
Following the admission of the new ordinary shares, the total issued share
capital of the Company was 76,961,747 ordinary shares, each with voting
rights.
On the 2 June 2023, following the share reorganisation described above the
Company issued in aggregate 61,837,223 new ordinary shares representing the
total of the Placing Shares, the Consideration Shares and the CLN Shares)
Name Number of ordinary share issue price ISSUE Date
Placing Shares 4,946,313 55p 2 June 2023
Consideration shares 54,545,455 55p 2 June 2023
CLN Shares 2,345,455 27.5p 2 June 2023
The Placing shares were issued as part of placing to raise £2.7
million prior to expense at a placing price of 55p.
Consideration shares were issued in settlement of the
consideration price for the acquisition of Eco Buildings Group Ltd .
CLN Shares were issued as settlement of the Convertible Loan
Notes totalling £645,000 novated into the Company as part of the Acquisition
of Eco Buildings Group Limited as noted above
(10) Events after the reporting period
On 21 August 2024 Eco Buildings Group PLC announced that it had raised
£450,000 via a subscription for new ordinary. The Subscription was effected
at a price of 10 pence per share.
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed to be, forward
looking statements. Forward looking statements are identified by their use of
terms and phrases such as ''believe'', ''could'', "should" ''envisage'',
''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect",
''will'' or the negative of those, variations or comparable expressions,
including references to assumptions. These forward-looking statements are not
based on historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of operations,
performance, future capital and other expenditures (including the amount,
nature and sources of funding thereof), competitive advantages, business
prospects and opportunities. Such forward looking statements reflect the
Directors' current beliefs and assumptions and are based on information
currently available to the Directors
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