REG - Eco Buildings Group - Proposed Placing & Subscription and Notice of GM

Eco BuildingsAnnouncement

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RNS Number : 9516E  Eco Buildings Group PLC  19 May 2026

This Announcement contains inside information for the purposes of Article 7 of
the UK version of the Market Abuse Regulation (Regulation (EU) No 596/2014) as
it forms part of UK domestic law pursuant to the European Union (Withdrawal)
Act 2018 ("UK MAR"). With the publication of this Announcement, this
information is now considered to be in the public domain.

19 May 2026

Eco Buildings Group plc

("Eco Buildings" or the "Company")

Proposed Placing and Subscription and Notice of General Meeting

Eco Buildings Group plc (AIM: ECOB) is pleased to announce that it has
conditionally raised gross proceeds of £2,350,000 through the placing of
18,333,329 new Ordinary Shares (the "Placing Shares") and the subscription of
1,250,000 new Ordinary Shares ("Subscription Shares") both at a price of 12
pence per share (the "Placing Price") (together the "Fundraise"), through its
broker Tavira Financial Limited ("Tavira"). The Fundraise is conditional,
inter alia, on the passing of certain resolutions at a general meeting of the
Company referred to below.

Use of Funds

The net proceeds of approximately £2.2 million will be used to fund the
installation of a second GFRG manufacturing line in the Company's factory in
Albania and for general working capital. The manufacturing line is expected to
be installed within three to four months and to be operational immediately
thereafter, allowing the Company to execute on its increasing order book in
Albania as outlined in the recent announcement regarding the Balfin Group.

Warrants

In connection with the Fundraise, the Company has agreed to issue 9,791,664
warrants over new ordinary shares to placees, on the basis of one warrant for
every two Fundraise Shares (the "Investor Warrants"). The Investor Warrants
will be exercisable at 22 pence per ordinary share for a period of two years
from Admission.

In addition, the Company has agreed to issue 1,100,000 warrants to Tavira (the
"Broker Warrants" and, together with the Investor Warrants, the "Warrants"),
exercisable at 12 pence per ordinary share for a period of two years from
Admission.

Conditionality of the Placing and Subscription

The Fundraise is conditional, inter alia, upon:

(i)    the placing agreement entered into between the Company and Tavira
dated 19 May 2026 (the "Placing Agreement") not having been terminated in
accordance with its terms prior to Admission;

(ii)   the passing of the Resolutions (as defined below) at the General
Meeting (as defined below); and

(iii)  the admission of the Placing and Subscription Shares to trading on AIM
("Admission") becoming effective by no later than 8.00 a.m. on 5 June 2026 (or
such later time and/or date as the Company and Tavira may agree, being not
later than 8.00 a.m. on 18 June 2026).

In the event that any of the conditions to the Fundraise are not satisfied,
the Fundraise will not proceed, no Placing Shares or Subscription Shares will
be issued and no monies will be received by the Company pursuant to the
Fundraise. In such circumstances, application monies received from placees
will be returned to them (at the placees' risk and without interest) as soon
as reasonably practicable thereafter.

General Meeting and refresh of authorities

The Directors do not currently have sufficient existing shareholder
authorities to allot the Placing Shares (and the new ordinary shares to be
issued on exercise of the Warrants) on a non-pre-emptive basis. The Placing is
therefore conditional on shareholders approving the grant of new authorities
to the Directors to allot the Placing Shares (and the new ordinary shares to
be issued on exercise of the Warrants) and to disapply statutory pre-emption
rights in respect of such allotments.

Accordingly, the Company will convene a general meeting (the "General
Meeting") at which shareholders will be asked to consider and, if thought fit,
pass resolutions (the "Resolutions") to:

(iv) grant the Directors authority to allot the Placing Shares (and the new
ordinary shares to be issued on exercise of the Warrants) and otherwise to
refresh the Directors' general authority to allot shares in the capital of the
Company; and

(v)  empower the Directors to allot the Placing Shares (and the new ordinary
shares to be issued on exercise of the Warrants) (and otherwise to allot
equity securities) for cash on a non-pre-emptive basis.

The Directors who hold ordinary shares in the Company intend to vote in favour
of the Resolutions in respect of their own beneficial holdings, amounting in
aggregate to 17,640,286 ordinary shares and representing approximately 14.5
per cent. of the Company's existing issued ordinary share capital.

Shareholders should note that, if the Resolutions are not passed at the
General Meeting, the Placing will not complete, the Placing Shares will not be
issued and the Company will not receive the net proceeds of the Placing.

Related party transactions

The Fundraise does not constitute a related party transaction for the purposes
of Rule 13 of the AIM Rules for Companies.

General Meeting

A circular convening the General Meeting to be held at 9.00 a.m. on 4 June
2026 at 160 Camden High Street, London, NW1 0NE will be sent to Shareholders
today and will be available for download from the Company's website at
www.eco-buildingsplc.com.

Admission and Total Voting Rights

Following the General Meeting, the Company will make an application for the
18,333,329 Placing Shares and 1,250,000 Subscription Shares to be admitted to
trading on AIM at 8.00 a.m. on or around 5 June 2026.

Following the admission of the Fundraise Shares, the total issued share
capital of the Company will be 140,987,383 ordinary shares, each with voting
rights. 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 Guidance and Transparency Rules.

Inside information

The information contained within this Announcement is deemed by the Company to
constitute inside information for the purposes of Article 7 of UK MAR. The
person responsible for arranging the release of this Announcement on behalf of
the Company is Fiona Hadfield, Finance Director.

 

Eco Buildings Group plc's Legal Entity Identifier (LEI) is
213800GJKNNE3VRWDD37.

 

Etrur Albani, Executive Vice Chairman, commented: "I would like to take this
opportunity to thank our existing and new Shareholders for the support shown.
Following completion of the Fundraise we will be well-placed to meet the
heightened demand for our products in Albania. We are also making good
progress internationally in our existing joint ventures as well as potential
new jurisdictions. I look forward to updating the market at the appropriate
time on all of these initiatives."

For more information on Eco Buildings please visit www.eco-buildingsplc.com or
contact:

 Eco Buildings Group plc                              Tel: +44 (0) 20 7380 0999

 Etrur Albani, Executive Vice Chairman

 Fiona Hadfield, Finance Director
 Spark Advisory Partners Limited (Nominated Adviser)  Tel: +44 (0) 20 3368 3550

 Matt Davis / James Keeshan
 Tavira Financial Limited (Joint Broker)              Tel: +44 (0) 20 3192 1739

 Oliver Stansfield / Jonathan Evans
 CMC Markets UK Plc (Joint Broker)                    Tel: +44 (0) 20 7170 8200

 Douglas Crippen

 

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 and the other in Kosovo, which are expected to
generate gross sales revenue of up to approximately €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, quality and housing affordability.

Definitions in this announcement are the same as those included in the
Company's circular to be posted to shareholders today, dated 19 May 2026,
available on the Company's website at www.eco-buildingsplc.com.

Introduction

The Company is pleased to announce that it had conditionally raised £2.35
million (before expenses) through the placing of 18,333,329 new Ordinary
Shares ("Placing Shares") and the subscription of 1,250,000 new Ordinary
Shares ("Subscription Shares") both at an issue price of 12 pence per share
("Issue Price"),  (together, the "Fundraise") together with the issue of the
Warrants.

 

The Fundraise is conditional upon, inter alia, Shareholder approval to
authorise the Directors to allot the new Ordinary Shares and disapply
statutory pre-emption rights at a general meeting, the Fundraise Shares being
admitted to trading on AIM ("Admission") and the Placing Agreement not being
terminated in accordance with its terms prior to Admission.

 

A circular will shortly be sent to Shareholders setting out the background to
and reasons for the  Fundraise and providing notice of the General Meeting to
be held at 9.00 a.m. on 4 June 2026 ("General Meeting"). The General Meeting
is being convened for the purpose of proposing the Resolutions described below
and in the circular. The Directors intend to vote (or procure a vote) in
favour of all of the Resolutions in respect of their own beneficial holdings
totalling 17,640,286 Ordinary Shares, representing approximately 14.5 per
cent. of the Existing Ordinary Shares in issue.

Current Trading
Eco currently operates one fully commissioned production line in Albania, which continues to operate at full production capacity in order to satisfy increasing regional demand for the Company's modular wall panel system.  The Company continues to supply projects for the Balfin Group, including at its flagship Rolling Hills development, while also progressing additional opportunities with major developers and strategic partners across the Western Balkans region.
Demand for high-quality, energy-efficient and rapid-build housing solutions across the Western Balkans continues to increase significantly, driven by ongoing residential development, infrastructure investment and the growing requirement for modern sustainable housing stock.  The Directors believe Eco is strategically positioned to benefit from this growing market demand through its scalable manufacturing model, proprietary technology and ability to deliver high-quality construction solutions at speed and at competitive cost.
Alongside its existing operations in Albania, the Company continues to make substantial progress internationally as it advances its strategy of establishing regional production capacity aligned to secured project opportunities and strategic partnerships.
In Chile, the Company continues to advance preparations relating to the establishment of local production facilities and remains engaged with local stakeholders and partners regarding significant long-term opportunities in the market.  The Board believes Chile represents a substantial growth opportunity for Eco given the scale of demand for efficient and sustainable housing solutions.
In Senegal, Eco and its JV partner continue to advance operational activities and project development discussions in Dakar, with progress being made across multiple workstreams associated with the planned rollout of local production capacity and future residential development opportunities.  The Company looks forward to updating the market further as these initiatives continue to progress.
The Board remains highly encouraged by the increasing level of engagement being received from developers, government-backed housing initiatives and strategic counterparties across multiple geographies.  The Directors believe that current levels of demand and active discussions materially exceed the Company's existing production capacity, supporting the Board's strategy to expand manufacturing operations internationally in order to satisfy anticipated future demand.
Background to and reasons for the Placing

The purpose of the Placing is to raise funds to purchase a new GFRG production
line. The Company has an existing line in Albania and is seeking to expand its
production capacity to address anticipated demand from its sales pipeline.

At the annual general meeting of the Company held on 30 July 2025,
Shareholders passed resolutions in order to: (i) grant the Directors authority
to allot equity securities up to a maximum nominal value of £316,673.77; and
(ii) disapply statutory pre-emption rights to allow the allotment by the
Directors of equity securities for cash up to an aggregate nominal value of
£191,923.50 without the requirement for such equity securities to be first
offered to existing Shareholders. The issue of the Issue Shares, together with
other relevant prior allotments, renders the second of these authorities
insufficient to allow the Fundraise to proceed without further Shareholder
approval. Accordingly, the issue of the Placing Shares and Subscription Shares
is conditional on Resolutions 1 and 2 being passed.

 

Details of the Placing
The Ordinary Shares to be issued pursuant to the Fundraise will be credited as fully paid and rank equally with the existing issued Ordinary Shares when issued. The Placing is expected to become unconditional following approval of the Resolutions at the General Meeting and therefore Admission will be effective on or around 8.00 a.m. on 5 June 2026.
Fundraise
The Fundraise comprises the issue of 18,333,329 Placing Shares and 1,250,000 Subscription shares (together, the "Fundraise Shares") at the Issue Price to existing and new investors to raise a total of £2.35 million before expenses.

In connection with the Placing, the Company has entered into the Placing
Agreement under which Tavira has agreed, in accordance with its terms, to use
its reasonable endeavours to procure subscribers for the Placing Shares at the
Placing Price. The Placing has not been underwritten by Tavira or any other
person.

The Placing is conditional upon, inter alia, Shareholder approval of the
Resolutions at the General Meeting, the Company allotting (subject only to
Admission) the Placing Shares in accordance with the Placing Agreement,
Admission of the Placing Shares to trading on AIM becoming effective by no
later than 8.00 a.m. on 5 June 2026 (or such later time and/or date as the
Company and Tavira may agree, being not later than 8.00 a.m. on 18 June 2026),
the conditions in the Placing Agreement relating to the Placing being
satisfied or (if applicable) waived, and the Placing Agreement not having been
terminated in accordance with its terms prior to Admission.

The Placing Agreement contains a customary indemnity given by the Company to
Tavira in respect of liabilities arising out of or in connection with the
Placing. Tavira is entitled to terminate the Placing Agreement in certain
circumstances prior to Admission.

The Placing Shares are not being made available to the public and are not
being offered or sold in any jurisdiction where it would be unlawful to do so.

General Meeting and refresh of authorities

A notice convening a General Meeting of the Company to be held at 160 Camden
High street, London, NW1 0NE at 9.00 a.m. on 4 June 2026 is set out at the end
of this document. The business to be considered at the General Meeting is set
out in the Notice of General Meeting. Explanatory notes relating to each
Resolution are set out below. The Issue is conditional upon, among other
things, the passing of the Resolutions.

The Company is therefore proposing that Shareholders pass the Resolutions in
order to:

Resolution 1: Authority to allot new shares

Resolution 1 is proposed as an ordinary resolution. This means that for this
Resolution 1 to be passed, more than  half of the votes cast must be in
favour of the Resolution.

Resolution 1 is to grant the Directors the general authority to allot and
issue shares in the Company and to grant rights to subscribe for or to convert
any security into shares in the Company up to an aggregate nominal amount of
£910,530.41, being 91,053,041. shares representing approximately 75 per cent.
of the Company's issued share capital (as at the date of this letter). This
authority is in substitution for all existing authorities to issue shares in
the Company or to grant rights to subscribe for or to convert any securities
into shares in the Company.

Unless revoked, varied, or extended this authority will expire at the
conclusion of the next Annual General Meeting of the Company or 15 months from
the passing of Resolution 1, whichever is the earlier.

Resolution 2: Disapplication of pre-emption rights

Resolution 2 is proposed as a special resolution. This means that for this
Resolution 2 to be passed, at least three-quarters of the votes cast must be
in favour of the resolution.

The Act also provides that any allotment of new shares for cash must be made
pro rata to individual shareholders' holdings, unless such provisions are
disapplied under section 570 of the Companies Act 2006. Resolution 2 will be
proposed as a special resolution to grant the Directors' authority to allot
equity securities for cash, without first offering them to shareholders pro
rata to their holdings. This authority facilitates issues made by way of
rights to shareholders which are not strictly in accordance with section
561(1) of the Act and authorises other allotments up to the maximum aggregate
nominal value of £910,530.41, being 91,053,041 shares representing
approximately 75 per cent. of the issued ordinary share capital of the Company
(as at the date of this letter). This authority also allows the Directors,
within the same aggregate limit, to sell for cash shares that may be held by
the Company in treasury on a non-pre-emptive basis.

Unless revoked, varied, or extended this authority will expire at the
conclusion of the next Annual General Meeting of the Company or 15 months from
the passing of Resolution 2, whichever is the earlier.

Admission, Settlement and CREST

Application will be made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM. On the assumption that, inter alia, the
Resolutions are passed, it is expected that Admission of the Placing Shares
will become effective and that dealings in the Placing Shares will commence at
8.00 a.m. on 5 June 2026.

The Articles permit the Company to issue shares in uncertificated form. CREST
is a computerised paperless share transfer and settlement system which allows
shares and other securities to be held in electronic rather than paper form.
The Ordinary Shares are already admitted to CREST and therefore the Placing
Shares will also be eligible for settlement in CREST. CREST is a voluntary
system and Shareholders who wish to retain certificates will be able to do so
on request. The Placing Shares due to uncertificated holders are expected to
be delivered in CREST on or around 5 June 2026.

Action to be taken by Shareholders in respect of the General Meeting

Shareholders will find enclosed with the circular a Form of Proxy for use at
the General Meeting. Shareholders are strongly encouraged to complete, sign
and return the Form of Proxy in accordance with the instructions printed on it
as soon as possible, but in any event so as to be received, by post or, during
normal business hours only, by hand, FAO Fungai Ndoro, 160 Camden High Street,
London, NW1 0NE by 9.00 a.m. on 2 June 2026 (or, in the case of an
adjournment, not later than 48 hours before the time fixed for the holding of
the adjourned meeting (excluding any part of a day that is not a working
day)). Alternatively, the Form of Proxy may be scanned and sent by email to
proxies@eco-buildings.net so as to be received by 9.00 a.m. on 2 June 2026.

The appointment of proxies or the giving of any instruction by the CREST
system will not be accepted for the purposes of the General Meeting.

Recommendation

The Directors believe that the Resolutions to be proposed at the General
Meeting are in the best interests of the Company and Shareholders as a whole
and unanimously recommend that Shareholders vote in favour of them as they
intend to in respect of their own beneficial holdings totalling 17,640,286
Ordinary Shares, representing approximately 14.5 per cent. of the Existing
Ordinary Shares.

Placing Statistics
 Placing Price                                                                  12 pence
 Number of Ordinary Shares in issue                                             121,404,054
 Number of Placing Shares                                                       18,333,329
 Number of Subscription Shares                                                  1,250,000
 Total number of Fundraise Shares                                               19,583,329
 Number of Investor Warrants to be issued                                       9,791,665
 Number of Broker Warrants to be issued                                         1,100,000
 Number of Ordinary Shares in issue immediately following completion of the     140,987,383
 Placing(1)
 Fundraise Shares as a percentage of the enlarged issued share capital          13.89%
 Gross cash proceeds of the Placing and Subscription                            £2.35 million
 Estimated net cash proceeds of the Placing and Subscription receivable by the  £2.2 million
 Company
 ISIN Code                                                                      GB00BRJTP124
 SEDOL Code                                                                     BRJTP12

 

¹ Assuming that no other Ordinary Shares (other than the Placing Shares) will
be issued in the period between the date of this Announcement and completion
of the Placing.

Expected timetable of events
 Latest time and date for receipt of Forms of Proxy for the General Meeting     9.00 a.m. on 2 June 2026
 General Meeting                                                                9.00 a.m. on 4 June 2026
 Admission of and commencement of dealings in the Placing Shares expected on    8.00 a.m. on 5 June 2026
 AIM
 CREST accounts credited with the Placing Shares in uncertificated form         8.00 a.m. on 5 June 2026
 Despatch of definitive share certificates in respect of the Placing Shares to  By 18 June 2026
 be issued in certificated form (if required)

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", "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.

A number of factors could cause actual results to differ materially from the
results discussed in the forward-looking statements including risks associated
with vulnerability to general economic and business conditions, competition,
environmental and other regulatory changes, actions by governmental
authorities, the availability of capital markets, reliance on key personnel,
uninsured and underinsured losses and other factors, many of which are beyond
the control of the Company. Although any forward-looking statements contained
in this announcement are based upon what the Directors believe to be
reasonable assumptions, the Company cannot assure investors that actual
results will be consistent with such forward-looking statements. Accordingly,
readers are cautioned not to place undue reliance on forward-looking
statements. Subject to any continuing obligations under applicable law or any
relevant AIM Rule requirements, in providing this information the Company does
not undertake any obligation to publicly update or revise any of the
forward-looking statements or to advise of any change in events, conditions or
circumstances on which any such statement is based.

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