REG - Eden Research plc - Launch of Retail Offer

Eden ResearchAnnouncement

02/02/2026 13:15

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RNS Number : 3605R  Eden Research plc  02 February 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO,
AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF EDEN
RESEARCH PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY BY SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY,
AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES OF EDEN RESEARCH PLC.

2 February 2026

Eden Research plc

Retail Offer for up to £500,000

The Board of Eden Research plc (the "Company") is pleased to announce a retail
offer via BookBuild (the "Retail Offer") of new ordinary shares ("Ordinary
Shares") of £0.01 each in the capital of the Company (the "Retail Offer
Shares") at an issue price of 4.0 pence per Retail Offer Share (the "Issue
Price").

In addition to the Retail Offer, the Company announced earlier today, a
proposed Fundraising, pursuant to which it proposes to raise, subject to
certain conditions £10.7 million (before expenses). The Fundraising consists
of the Firm Placing, the Firm Subscription (together the "Firm Capital
Raising") and the Retail Offer which will raise up to £3.6 million in
aggregate (before expenses), assuming full take up of the Retail Offer, as
well as the Conditional Placing which will conditionally raise £7.6 million
in aggregate (before expenses). A separate announcement has been made
regarding the Firm Capital Raising and Conditional Placing and their terms.

In recognition of their continued support to the Company, the Board believes
that the Retail Offer provides the Company's longstanding and supportive
Shareholders with an opportunity to participate in the Fundraising. The Issue
Price represents a premium of approximately 2.6 per cent to the closing share
price of 3.9 pence per existing Ordinary Share on 30 January 2026.

For the avoidance of doubt, the Retail Offer is not part of the Firm Capital
Raising or Conditional Placing. Full details of the Fundraising, including the
background to, and reasons for the Firm Capital Raise and the Conditional
Placing and the Retail Offer, is included in the separate announcement
released by the Company earlier today.

The Retail Offer is conditional on the passing of the Resolutions by
Shareholders at the General Meeting, completion of the Firm Capital Raising
and First Admission.  The Firm Capital Raising and the Conditional Placing
are not conditional upon the Retail Offer. Admission of the Retail Offer
Shares pursuant to the Retail Offer is expected to take place as part of the
First Admission on 19 February 2026.

The net proceeds of the Firm Capital Raising and any proceeds of the Retail
Offer will be used principally to advance and expedite the development,
registration and commercialisation of Eden's insecticide formulation and the
development of a new fungicide which tackles Late Blight, the most important
fungal disease of potatoes.

Subject to the satisfaction of the Conditions, the Conditional Placing will be
used to develop and register the fungicide for Late Blight, development of
broad acre crop fungicide for Septoria in wheat and commercial and operational
scale up, as described in more detail in the announcement of the Fundraising
earlier today.

Expected Timetable in relation to the Retail Offer

 Retail Offer opens                                           02/02/2026, 13:00
 Latest time and date for commitments under the Retail Offer  05/02/2026, 12:00
 Results of the Retail Offer announced                        05/02/2026
 Admission and dealings in New Ordinary Shares issued         19/02/2026

pursuant to the Retail Offer commence

Any changes to the expected timetable set out above will be notified by the
Company through a Regulatory Information Service. References to times are to
London times unless otherwise stated.

Dealing Codes

 Ticker                         EDEN
 ISIN for the Ordinary Shares   GB0001646941
 SEDOL for the Ordinary Shares  0164694

Retail Offer

The Company values its retail shareholder base, which has supported the
Company alongside institutional investors since IPO. Given the support of
retail shareholders, the Company believes that it is appropriate to provide
its retail shareholders in the United Kingdom the opportunity to participate
in the Retail Offer. The Company is therefore making the Retail Offer
available in the United Kingdom through the financial intermediaries which
will be listed, subject to certain access restrictions, on the following
website: https://www.bookbuild.live/deals/J19Z21/authorised-intermediaries
(https://www.bookbuild.live/deals/J19Z21/authorised-intermediaries)

Cavendish Capital Markets Limited will be acting as retail offer coordinator
in relation to this Retail Offer (the "Retail Offer Coordinator").

Existing retail shareholders can contact their broker or wealth manager
("Intermediary") to participate in the Retail Offer. In order to participate
in the Retail Offer, each intermediary must be on-boarded onto the BookBuild
platform and agree to the final terms and the retail offer terms and
conditions, which regulate, inter alia, the conduct of the Retail Offer on
market standard terms and provide for the payment of commission to any
intermediary that elects to receive a commission and/or fee (to the extent
permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on
behalf of the Company).

Any expenses incurred by any intermediary are for its own account. Investors
should confirm separately with any intermediary whether there are any
commissions, fees or expenses that will be applied by such intermediary in
connection with any application made through that intermediary pursuant to the
Retail Offer.

The Retail Offer will be open to eligible investors in the United Kingdom at
13:00 pm on 2 February 2026. The Retail Offer is expected to close at 12:00 pm
on 5 February 2026. Investors should note that financial intermediaries may
have earlier closing times. The Retail Offer may close early if it is
oversubscribed.

If any Intermediary has any questions about how to participate in the Retail
Offer on behalf of existing retail shareholders, please contact the Retail
Offer Coordinator or BookBuild at email: support@bookbuild.live.

The Retail Offer the subject of this announcement is and will, at all times,
only be made to, directed at and may only be acted upon by those persons who
are, shareholders in the Company. To be eligible to participate in the Retail
Offer, applicants must meet the following criteria before they can submit an
order for Retail Offer Shares: (i) be a customer of one of the participating
intermediaries listed on the above website; (ii) be resident in the United
Kingdom and (iii) be a shareholder in the Company (which may include
individuals aged 18 years or over, companies and other bodies corporate,
partnerships, trusts, associations and other unincorporated organisations and
includes persons who hold their shares in the Company directly or indirectly
through a participating intermediary). For the avoidance of doubt, persons who
only hold CFDs, Spreadbets and/or similar derivative instruments in relation
to shares in the Company are not eligible to participate in the Retail Offer.

The Company reserves the right to scale back any order at its discretion. The
Company reserves the right to reject any application for subscription under
the Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an intermediary, it cannot be withdrawn.

The New Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing Ordinary Shares including the
right to receive all dividends and other distributions declared, made or paid
after their date of issue.

The Retail Offer is an offer to subscribe for transferable securities, the
terms of which ensure that the Company is exempt from the requirement to issue
a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018. It is a term of the Retail
Offer that the aggregate total consideration payable for the Retail Offer
Shares will not exceed £500,000 (or the equivalent in Euros). The exemption
from the requirement to publish a prospectus, set out in section 86(1)(e) of
the Financial Services and Markets Act 2000 (as amended), will apply to the
Retail Offer.

The Retail Offer is not being made into any jurisdiction other than the United
Kingdom or to US Persons (as defined in Regulation S of the US Securities Act
1933, as amended).

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the Retail Offer, and investors'
commitments will be made solely on the basis of the information contained in
this announcement and information that has been published by or on behalf of
the Company prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules and the Market Abuse
Regulation (EU Regulation No. 596/2014) ("MAR") as it forms part of United
Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended).

There is a minimum subscription of £100.00 per investor under the terms of
the Retail Offer which is open to investors in the United Kingdom subscribing
via the intermediaries which will be listed, subject to certain access
restrictions, on the following website:
https://www.bookbuild.live/deals/J19Z21/authorised-intermediaries
(https://www.bookbuild.live/deals/J19Z21/authorised-intermediaries)

There is no maximum application amount to apply in the Retail Offer. The terms
and conditions on which investors subscribe will be provided by the relevant
financial intermediaries including relevant commission or fee charges.

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for Retail Offer Shares and investment
in the Company carries a number of risks. Investors should take independent
advice from a person experienced in advising on investment in securities such
as the Retail Offer Shares if they are in any doubt.

Key Investment Risks

The Retail Offer may involve a significant degree of risk including loss of
capital, rarity of dividends, lack of liquidity and potential for dilution and
should only be done as part of a diversified portfolio. The value of an
investment and the income from it could go down as well as up. The return of
your investment is not guaranteed, and you may get back less than you
originally invested. Past performance is not an indicator of future
performance. Suffering a loss on your investment is always a possibility.
Capital is at risk.

The potential gains and losses that may arise from your investments will
depend on your appetite for risk and how you manage your approach to risk.
Investing all your money into one type of investment can be a high-risk
strategy and concentrate risks to which you and that type of investment may be
exposed. A managed approach to risk may be to diversify your investments you
make across different companies' securities and different asset classes.

Cavendish Capital Markets Limited ("Cavendish") and Oberon Investments Limited
("Oberon") acted as Joint Bookrunners in connection with the Placings.

The person responsible for arranging the release of this Announcement on
behalf of the Company is Alex Abery, Chief Financial Officer.

Unless otherwise defined herein or the context requires, capitalised terms
used in this announcement have the meanings given to them in the Fundraising
announcement released earlier today under RNS number 3600R.

 

For further information, please contact:

 Eden Research plc                                                       www.edenresearch.com (http://www.edenresearch.com/)
 Sean Smith                                                              01285 359 555

Alex Abrey

 Cavendish Capital Markets Limited (Nominated advisor and joint broker)
 Giles Balleny / Elysia Bough (Corporate Finance)                        020 7220 0500

 Harriet Ward (Corporate Broking)

Dale Bellis (Sales)

 Oberon Capital (Joint Broker)                                           020 3179 5300
 Nick Lovering

 Mike Seabrook

 Adam Pollock

 Hawthorn Advisors (Financial PR)
 Victoria Ainsworth                                                      eden@hawthornadvisors.com (mailto:eden@hawthornadvisors.com)

 

Notes to Editors:

Eden Research is the only UK-listed company focused on biopesticides for
sustainable agriculture. It develops and supplies innovative biopesticide
products and natural microencapsulation technologies to the global crop
protection, animal health and consumer products industries.

Eden's products are formulated with terpene active ingredients, based on
natural plant defence metabolites. To date, they have been primarily used on
high-value fruits and vegetables, improving crop yields and marketability,
with equal or better performance when compared with conventional pesticides.
Eden has three products currently on the market:

Based on plant-derived active ingredients, Mevalone® is a foliar
biofungicide which initially targets a key disease affecting grapes and other
high-value fruit and vegetable crops.  It is a useful tool in crop defence
programmes and is aligned with the requirements of integrated pest management
programmes. It is approved for sale in a number of key countries whilst Eden
and its partners pursue regulatory clearance in new territories thereby
growing Eden's addressable market globally.

Cedroz™( )is a bionematicide that targets free living nematodes which are
parasitic worms that affect a wide range of high-value fruit and vegetable
crops globally.  Cedroz is registered for sale on two continents and Eden's
commercial collaborator, Eastman Chemical, is pursuing registration and
commercialisation of this important new product in numerous countries
globally.

Eden's seed treatment product, EcovelexÔ was developed to safely tackle
crop destruction caused by birds - a major cause of losses in maize and other
crops. Ecovelex works by creating an unpleasant taste or odour that repels
birds, leaving the seeds safely intact and the birds unaffected and free to
find alternative food sources. The product is based on Eden's plant-derived
chemistry, registered in the EU, U.S. and elsewhere, and formulated using
Eden's Sustaine® microencapsulation system.

Eden's Sustaine(®)( )encapsulation technology is used to harness the
biocidal efficacy of naturally occurring chemicals produced by plants
(terpenes) and can also be used with both natural and synthetic compounds to
enhance their performance and ease-of-use. Sustaine microcapsules are
naturally-derived, plastic-free, biodegradable micro-spheres derived from
yeast. It is one of the only viable, proven and immediately registerable
solutions to the microplastics problem in formulations requiring
encapsulation.

Eden was admitted to trading on AIM on 11 May 2012 and trades under the
symbol EDEN. It was awarded the London Stock Exchange Green Economy
Mark in January 2021, which recognises London-listed companies that derive
over 50% of their total annual revenue from products and services that
contribute to the global green economy. Eden derives 100% of its total annual
revenues from sustainable products and services.

For more information about Eden, please visit:  www.edenresearch.com
(http://www.edenresearch.com/) .

Follow Eden on LinkedIn (https://www.linkedin.com/company/eden-research-plc/)
, Twitter (https://twitter.com/edenresearch)  and YouTube
(https://www.youtube.com/@edenresearch580) .

The Company's LEI is 213800ZWTYTVQQSM3J85.

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

Important Notices

The Retail Offer is only open to investors in the United Kingdom who fall
within Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (which includes an existing member of the
Company).

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, Japan, the Republic of South Africa, any
member state of the EEA or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction.

The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States or to or for the
account or benefit of any US person (within the meaning of Regulation S under
the US Securities Act) (a "US Person"). No public offering of the Retail
Offer Shares is being made in the United States. The Retail Offer Shares are
being offered and sold outside the United States in "offshore transactions",
as defined in, and in compliance with, Regulation S under the US Securities
Act. In addition, the Company has not been, and will not be, registered under
the US Investment Company Act of 1940, as amended.

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Offer Shares in the
United States, Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the securities
referred to herein is being made in any such jurisdiction.

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

Cavendish Capital Markets Limited ("Cavendish") and Oberon Investments Limited
("Oberon") authorised and regulated in the United Kingdom by the Financial
Conduct Authority, are acting as Joint Bookrunners for the Company and for
no-one else and will not regard any other person (whether or not a recipient
of this announcement) as its client in relation to the Retail Offer and will
not be responsible to anyone other than the Company for providing the
protections afforded to its clients, nor for providing advice in connection
with the Retail Offer, Admission and the other arrangements referred to in
this announcement.

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market and currency movements. When you
sell your investment, you may get back less than you originally invested.
Figures refer to past performance and past performance is not a reliable
indicator of future results. Returns may increase or decrease as a result of
currency fluctuations.

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. Each
of the Company, Cavendish and Oberon expressly disclaims any obligation or
undertaking to update or revise any forward-looking statements contained
herein to reflect actual results or any change in the assumptions, conditions
or circumstances on which any such statements are based unless required to do
so by the Financial Conduct Authority, the London Stock Exchange or applicable
law.

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Cavendish, Oberon, or any of their
respective affiliates, accepts any responsibility or liability whatsoever for,
or makes any representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the information
in this announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Each of the Cavendish, Oberon and their respective affiliates,
accordingly disclaims all and any liability whether arising in tort, contract
or otherwise which it might otherwise be found to have in respect of this
announcement or its contents or otherwise arising in connection therewith.

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS;
and (ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Retail Offer.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The EU Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Retail Offer.

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the Retail Offer
Shares and determining appropriate distribution channels.

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