REG - Eden Research plc - Proposed Placing and Subscription

Eden ResearchAnnouncement

02/02/2026 13:00

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RNS Number : 3600R  Eden Research plc  02 February 2026

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2 February 2026

 

 

Eden Research Plc

("Eden" or "Company")

 

Proposed Firm Capital Raising of £3.1 million

Conditional Placing of £7.6 million & Retail Offer to raise up to £0.5
million

Notice of General Meeting

 

Eden Research plc (AIM: EDEN), a leader in sustainable biopesticide and
biocontrol technologies, today announces that it has raised approximately
£3.1 million (before expenses) through a firm placing and subscription of new
Ordinary Shares ("Firm Capital Raising") and has conditionally raised
approximately £7.6 million (before expenses) by way of a placing of new
Ordinary Shares ("Conditional Placing"). The Firm Capital Raising and the
Conditional Placing (together the "Capital Raising") will be at the issue
price of 4.0 pence per Ordinary Share (the "Issue Price") to certain
institutional and other investors.

 

The Firm Capital Raising is conditional, amongst other things, on the passing
of shareholder resolutions at a general meeting of the Company to be held at
9.00 a.m. on 18 February 2026 ("General Meeting") and admission of the new
Ordinary Shares, expected to be on 19 February 2026 ("First Admission").

 

The Conditional Placing is conditional, amongst other things, on First
Admission and the changes to the EIS and VCT legislation announced in the
Government's Autumn Statement passing into law, such that any investment by
VCT or EIS investors in the Conditional Placing will be a qualifying
investment for the purposes of the VCT and EIS legislation (the
"Condition").  It is expected that the Condition will be satisfied on or
shortly after 6 April 2026 with the admission of the Conditional Placing
Shares shortly thereafter ("Second Admission"), but in any event no later than
a longstop date of 6 May 2026.  If the Condition is not satisfied by 6 May
2026, the Conditional Placing will not complete and the funds being raise
under the Conditional Placing will not be received.

 

Furthermore, to enable other shareholders of the Company who have not been
able to participate in the Capital Raising to have an opportunity to subscribe
for additional Ordinary Shares, the Company is proposing to raise up to an
additional £0.5 million (before expenses) by way of a retail offer to its
existing shareholders via the Bookbuild Platform (the "Retail Offer") of up to
12,500,000 new Ordinary Shares at the Issue Price.  A separate announcement
will be made shortly regarding the Retail Offer and its terms.  The Retail
Offer will close at noon on 5 February and the Retail Offer Shares will admit
as part of the First Admission and completion of the Retail Offer is
conditional upon, inter alia, completion of the Firm Capital Raising but the
Capital Raising is not conditional upon the Retail Offer. For the avoidance of
doubt the Retail Offer forms no part of the Capital Raising.

 

The Issue Price equates to a premium of 2.6 per cent. to the closing middle
market price of 3.9 pence per Ordinary Share on 30 January 2026 (being the
last Business Day before announcement of the Fundraising).

The Company's vision is for the Group to become the leader in sustainable
bioactive products and the Board believes that the Group is well positioned to
capitalise on the global shift towards more environmentally friendly methods
of crop protection.  The Company is currently the only UK quoted company
focused on biopesticides for sustainable agriculture. The Company's current
products include biofungicide, Mevaloneâ; bionematicide, Cedrozä; and bird
repellent seed treatment, Ecovelex™.

The Company is undertaking the Firm Capital Raising to develop an additional
fungicide for Late Blight which has shown encouraging efficacy as well as to
register and begin commercialisation of its insecticide targeting spider
mites, whitefly, aphids and thrips.  Subject to completion of the Conditional
Placing, the Conditional Placing funds will allow for the development of a
broad acre crop fungicide for Septoria in wheat, the registration of the Late
Blight product and to continue to drive commercial progress on the back of
recent approvals and expected further overseas approvals.

Transaction Highlights

·     Firm Capital Raising of 76,250,000 new Ordinary Shares at the Issue
Price with new and existing investors to raise approximately £3.1 million
(before expenses), comprised of a firm placing of 74,875,000 Ordinary Shares
and a firm subscription for 1,375,000 new Ordinary Shares by certain Directors
(intend to subscribe) at the Issue Price, both conditional on, amongst other
things, the passing of shareholder resolutions at the General Meeting.

·     Conditional Placing of 190,000,000 new Ordinary Shares at the Issue
Price with new and existing investors to raise approximately £7.6 million
(before expenses) conditional on, amongst other things, the satisfaction of
the Condition.

·     Retail Offer at the Issue Price to raise up to an additional £0.5
million (before expenses) conditional on completion of the Firm Capital
Raising.

The Firm Capital Raising and Conditional Placing are being undertaken by
Cavendish Capital Markets Limited ("Cavendish"), Oberon Capital, a trading
name of Oberon Investments Limited, ("Oberon").

The Directors intend to use the net proceeds from the Firm Capital Raising of
approximately £2.7 million, and to the extent additional funds are raised
from the Retail Offer, for the following purposes:

 

·       c. £1.6 million for the registration of the insecticide
product in Europe through field efficacy trials and regulatory workstreams,
enabling entry into a new market with high demand for a new biological
solution; and

·       c. £1.1 million for the development of the Late Blight product
through field efficacy trials, enabling expedited commercialisation amid EU
bans on conventional chemicals and limited replacement options.

Investing the proceeds as outlined, is expected to expedite commercialisation
of both products by approximately 2-3 years, when compared with funding these
projects through cash-flow generated by the existing business. This
acceleration would enable earlier market entry and a faster transition to
revenue generation.

 

Any amounts received from the Retail Offer will be invested in further
development of the Late Blight product.

 

In addition, subject to, amongst other things, the satisfaction of the
Condition, net proceeds from the Conditional Placing of approximately £7.1
million will be used for the following purposes:

 

·      c. £2.8 million developing and registering the fungicide for
Late Blight;

·      c. £2.8 million developing a broad acre crop fungicide for
Septoria in wheat; and

·      c. £1.5 million scaling up commercial and operational
programmes.

 

The Company will shortly be posting a Notice of General Meeting and an
accompanying circular (the "Circular") to existing shareholders following this
announcement. All relevant documents will be available to download at
https://www.edenresearch.com/ (https://www.edenresearch.com/) .

 

 

Sean Smith, Chief Executive Officer of Eden, said:

"This successful funding round marks an important milestone for Eden Research.
It reflects the strong confidence that both our new and existing shareholders
continue to place in our strategy, our technology, and our ability to deliver
sustainable growth whilst fuelling our ongoing advancement as an industry
leader in biopesticides.

 

With this additional capital, we are now in a position to accelerate several
key initiatives that will create lasting value for our business, our partners
and our shareholders. These include advancing the registration of our novel
insecticide, further developing and registering our next-generation fungicide,
and pursuing transformative opportunities such as the potential treatment of
septoria in wheat - one of the most significant challenges faced by growers
today.

We are delighted to have the strong support of investors who share our vision
for a more sustainable and innovative future for crop protection and we remain
highly focussed on the successful execution of our commercial strategy leading
to growth, value creating and sustainable solutions to some of agriculture's
biggest challenges."

 

 

 

The information contained within this announcement (the "Announcement") is
deemed by the Company to constitute inside information as stipulated under the
Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this
Announcement via Regulatory Information Service, this inside information is
now considered to be in the public domain.

 

For further information 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 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)

 

EXTRACT FROM THE CIRCULAR

 

PROPOSED FIRM CAPITAL RAISING BY THE ISSUE OF 76,250,000 FIRM SHARES AT 4.0
PENCE PER SHARE AND RETAIL OFFER OF UP TO 12,500,000 RETAIL OFFER SHARES AT
4.0 PENCE PER SHARE AND PROPOSED CONDITIONAL PLACING BY THE ISSUE OF
190,000,000 CONDITIONAL PLACING SHARES AT 4.0 PENCE PER SHARE

 

1.     Introduction

On 2 February 2026, the Company announced a proposed Fundraising, pursuant to
which it proposes to raise, subject to certain conditions approximately £10.7
million (before expenses) by (i) the Firm Capital Raising of approximately
£3.1 million at the Issue Price with certain institutional and other
investors and (ii) the Conditional Placing of approximately £7.6 million at
the Issue Price.

 

Furthermore, the Board recognises and is grateful for the continued support
received from Shareholders and is pleased to offer retail Shareholders the
opportunity to participate in the Fundraising through the Retail Offer on
Bookbuild to raise a maximum of £0.5 million (assuming full take up of the
Retail Offer) through the issue of up to 12,500,000 Retail Shares at the Issue
Price. It is expected that the Retail Offer will close at noon on 5 February
2026.

 

The Fundraising consists of the Firm Placing, the Firm Subscription 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 raise £7.6 million in aggregate (before
expenses).

 

The Fundraising is conditional on, inter alia, the Resolutions being passed by
the Shareholders at the General Meeting and, in relation to the Firm Placing,
the Firm Subscription and the Retail Offer, First Admission becoming
effective, and in relation to the Conditional Placing, the satisfaction of the
Conditions and Second Admission.

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, funds from 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 paragraph 4 of this
Document.

The Issue Price equates to a premium of 2.6 per cent. to the closing middle
market price of 3.9 pence per Ordinary Share on 30 January 2026 (being the
last Business Day before announcement of the Fundraising).

The purpose of this Document is to provide you with background information and
the rationale for the Fundraising. It will explain why the Board considers the
Fundraising to be in the best interests of the Company and its Shareholders,
as a whole, and why the Board unanimously recommends that you vote in favour
of the Resolutions to be proposed at the General Meeting, notice of which is
set out at the end of this Document, as they intend to do in respect of their
beneficial holdings amounting to, in aggregate, 10,188,433 Ordinary Shares as
at 30 January 2026 (being the last practicable date prior to the publication
of this Document), representing approximately 1.9 per cent. of the Existing
Ordinary Shares.

2.      Background and rationale for the Placing and Retail Offer

 

The Company's vision is for the Group to become the leader in sustainable
bioactive products and the Board believes that the Group is well positioned to
capitalise on the global shift towards more environmentally friendly methods
of crop protection.  The Company is currently the only UK quoted company
focused on biopesticides for sustainable agriculture. The Group develops and
supplies innovative biopesticide products to the global crop protection
market, using the Company's patented microencapsulation technology,
Sustaine®. Sustaine microcapsules are naturally sourced, plastic-free,
biodegradable micro-spheres derived from yeast extract.  Importantly, the
Sustaine microencapsulation technology enables the technical viability of
naturally occurring terpenes for use in commercial crop protection. The
Company's current products include biofungicide, Mevalone; bionematicide,
Cedroz; and bird repellent seed treatment, Ecovelex™.

The Company's products benefit from approximately 100 crop use approvals
worldwide, supported by a strong portfolio of 130 granted and pending patents.
To date, over £19 million has been invested in intellectual property and
product registrations, reflecting the Company's ongoing investment in
regulatory compliance, intellectual property protection, and product
development.

The Group's presence grew in 2020-25 through new authorisations for both
Cedroz and Mevalone, including in the USA for both products in September 2022,
and for Mevalone in Poland and New Zealand in 2023 and Germany in 2024. The
Company received a label extension in January 2026 for downy mildew in France
for Mevalone and the Directors anticipate approval of its Corteva-partnered
seed treatment during 2026 as well as further Mevalone and Cedroz approvals
this year in Europe and the rest of the world, with various submissions
pending including in Brazil, South Africa, Chile and Argentina. To date, the
Company have achieved regulatory approval and product authorisations across 33
countries, demonstrating consistent progress in expanding its global
commercial footprint.

The Company estimates that peak sales for existing products can be achieved in
3 - 4 years' time as the largest drivers of peak sales are Mevalone for downy
mildew, for which authorisation has only just been granted, and Cedroz in the
US, where the Company has the authorisation but does not yet have an effective
distributor appointed.

The Company is undertaking the Fundraising to develop an additional fungicide
for Late Blight which has shown encouraging efficacy as well as to register
and begin commercialisation of its insecticide targeting spider mites,
whitefly, aphids and thrips.  Subject to completion of the Conditional
Placing, the funds will allow for the development of a broad acre crop
fungicide for Septoria in wheat, the registration of the Late Blight product
and to continue to drive commercial progress on the back of recent approvals
and expected further overseas approvals.

The Company believes that timing of raising these funds is key to ensure that
investment can be made from the Firm Capital Raise to undertake trials in this
growing season and so that registration can be funded ahead of important
negotiations on distribution of the Insecticide.  In addition, the Directors
estimate that the Conditional Placing would allow it to fund the additional
investments in the late blight and septoria products approximately 2 to 3
years quicker than through internally generated cashflow.

 

 

Market Opportunity for Biopesticides

 

While the use of effective pesticides has been fundamental to the farming
revolution over the last 100 years, governments and consumers have
increasingly begun to acknowledge the risk to the environment and human health
posed by some conventional pesticides. This has led to the banning or
restriction (especially in Europe) of some common pesticides such as
Neonicotinoids and Chlorothalonil, with over 30 pesticides having been banned
in the EU since April 2020.

 

This has subsequently increased the use of biopesticides and, as a result, the
global biopesticides market is growing at a compound annual growth rate (CAGR)
of approximately 15% per annum and is projected to be worth more than $11
billion by 2027.

 

The Group's biopesticide solutions solve a number of the issues of
conventional pesticides. Using plant derived active ingredients that are
generally accepted as safe by regulators around the world means that the
products are not subject to residue limits or long pre-harvest intervals, and
can be used to treat post-harvest storage diseases on some produce, subject to
regulatory approval.  The Company estimates that it will reach peak sales of
c.£20m based on sales generated only from current regulatory approvals /
existing commercial partnerships.

 

In addition, the Group's yeast based Sustaine encapsulation technology allows
the Group's products and conventional pesticides to be used without the
addition of micro-plastics. There are currently global concerns regarding the
volume of micro-plastics in the environment and the impact their presence has
on human health and wildlife. In response, there have been new regulations
proposed which could restrict the intentional addition of plastic to crop
protection and health products, which has created a need for the major
pesticide producers to actively look for alternative approaches to the
encapsulation of existing chemical treatments. In addition, fewer conventional
products have been approved due to the time and cost of bringing new
agrochemical products to market which has increased to around 10 to 12 years
and approximately $400 million respectively.

 

From a broader perspective, concerns regarding the impact on human health of
some pesticides has increased the consumer desire for sustainable and organic
products and encouraged regulators to put stricter controls around spraying of
crops and the residue limits that are applied to farm produce.

 

Eden's Current Products and Technology

 

Mevalone® - Fungicide Product

 

Eden's biopesticide, Mevalone, is a fungicide used in the prevention and
treatment of botrytis in table and wine grapes, as well as the control of
powdery mildew on grapevines and, in certain territories, the treatment of
botrytis on a range of crops ranging from kiwis to onions.

 

In the last few years, the Company has received regulatory approvals for use
on a range of new crops in countries. Approval in the state of California, a
key market for Mevalone, was received in January 2024.  Notably, in January
2026, the Company was granted approval by the French authorities for use of
Mevalone on grapes to control downy and powdery mildew, subject to customary
restrictions.

In December 2022, the Company signed a distribution agreement with Corteva,
one of largest agriscience business by revenue, which allows Corteva to
market, distribute and sell the Group's fungicide product, Mevalone®, in
France on an exclusive basis. There are existing distribution agreements for
Mevalone with Sipcam and Sumi Agro for other major territories, as well as
with Anasac which is appointed as its exclusive distributor of Mevalone in
Colombia.

Given the regulatory approvals and the distribution agreements now in place,
the Directors believe the Group is well placed to begin delivering
increasingly material sales of the product.

Cedrozä - Nematicide Product

In addition to Mevalone, Eden has developed a nematicide product which is used
to tackle nematode infestations which can damage crops and affect yield.
Nematodes are parasites that affect a wide range of crops grown in open fields
and in greenhouses.

 

In 2016, Eden signed an exclusive distribution agreement with Eastman Chemical
for the nematicide product which has since been branded Cedroz. Eastman
acquired the rights to register and sell Cedroz in 29 countries.  Sales of
Cedroz began in the EU in 2020.  Cedroz is approved in South and Central EU
on a wide range of high value crops. In September 2022, Cedroz™ received
approval for use in various states in the USA, including Florida and
California. Further submissions for approvals in various additional key
markets around the world have been made.

 

Given progress over the past few years, the Directors expect further sales
growth for Cedroz™ in 2026.

 

Ecovelex™ - Bird repellent seed treatment

 

Ecovelex™ is a biological bird repellent seed treatment initially for use on
maize. Subject to regulatory approvals, Ecovelex™ represents a new entrant
into the seed treatment market and is intended to replace conventional
chemicals banned in the EU and UK. As an example, the two incumbent
ingredients used in Corteva's seed treatment products have been, or will
shortly be, banned in key markets.

 

It was developed to tackle crop destruction caused by birds - a major cause of
losses in maize and other crops.  Ecovelex™ works by affecting the bird's
olfactory system, creating an unpleasant taste or odour that repels the bird,
leaving the seeds safely intact and the bird unaffected and free to find
alternative food sources. The product is based on plant-derived chemistry and
formulated using the Group's Sustaine microencapsulation system, supporting
farmers as they strive to meet consumer demands for more sustainable
agriculture.

 

Ecovelex™ has been developed over five years through a collaboration with
Corteva, for which a development agreement was signed in May 2021. Field
trials undertaken by both parties were successful and demonstrated efficacy.
An application for regulatory authorisation was submitted to the EU regulatory
authorities in May 2023, with the approval process expected to conclude in
2026, and therefore the possibility of EU-wide sales in time for the 2027
growing season. In the meantime, Ecovelex has been sold in Italy under
emergency use authorisations in for the past three growing seasons. Initial
markets targeted are the EU plus the UK.

 

It is expected that the product will be commercialised in additional regions
and further developed for use on additional crops and disease and pest targets
in due course.

 

Sustaine® - Microencapsulation Technology

 

Rules banning 'intentionally added microplastics' from EU/EEA products were
adopted into EU legislation in Autumn 2023 and seed companies will be obliged
to remove intentionally added microplastics from film coatings by 2028 and
pelleted pesticide products by January 2031. It is expected that other regions
of the world will also look critically at their use of microplastics.

 

The Group has developed a natural formulation technology, Sustaine®, using
particles derived from natural yeast cells. The technology was originally
developed as a drug delivery method for human health applications before the
Group adapted it for use in the encapsulation of pesticides. By creating a
stabilised aqueous emulsion, Sustaine® enables the formulation of pesticides
using a number of terpene-based active ingredients which would not be suitable
without being encapsulated. The encapsulation provides for the sustained
release of these ingredients when in contact with water slowing or stopping
release in dry conditions, enabling their safe, more efficient use. The
benefit of Sustaine® is that it is cost effective, useful for a wide range of
active ingredients and plastic-free.

Sustaine® is a proven, commercially-used solution to the microplastics
problem in formulations requiring encapsulation. The regulatory restriction of
microplastics used as components of crop protection and many other products
contributes significantly to the opportunity for Eden to deploy its Sustaine®
technology on a very large scale.

3.      Use of proceeds

The Directors intend to use the net proceeds from the Firm Capital Raising of
approximately £2.7 million, and to the extent additional funds are raised
from the Retail Offer, for the following purposes:

 

·      c. £1.6 million for the registration of the insecticide product
in Europe through field efficacy trials and regulatory workstreams, enabling
entry into a new market with high demand for a new biological solution.

·      c. £1.1 million for the development of the Late Blight product
through field efficacy trials, enabling expedited commercialisation amid EU
bans on conventional chemicals and limited replacement options.

 

Investing the proceeds as outlined, is expected to expedite commercialisation
of both products by approximately 2-3 years, when compared with funding these
projects through cash-flow generated by the existing business. This
acceleration would enable earlier market entry and a faster transition to
revenue generation.

 

Any amounts received in the Retail Offer will be invested in further
development of the Late Blight product.

In addition, subject to satisfaction of the Condition, net proceeds from the
Conditional Placing of approximately £7.1 million will be used for the
following purposes:

·      c. £2.8 million developing and registering the fungicide for
Late Blight,

·      c. £2.8 million developing a broad acre crop fungicide for
Septoria in wheat and

·      c. £1.5 million scaling up commercial and operational
programmes.

 

If the Conditional Placing does not complete the funds relating to it will not
be received and the investment set out in the use of the Conditional Placing
funds will not be made.

 

Insecticide (INO20E)

 

Over the past four years, the Company has been developing an insecticide based
on its terpene chemistry as its primary active ingredient which has been
proven to be effective against a wide range of pests including spider mites,
whitefly, aphids and thrips. The insecticidal mode of action is mechanical
cell wall and neurotransmitter disruption and has been shown to have activity
against all insect life stages, increasing in-field impact.  It has been
shown to be residue-free and therefore expected to have a minimum Pre-Harvest
Interval.

Leading classes of whitefly pesticides feature neonicotinoids (such as
imidacloprid and thiamethoxam) or feeding inhibitors like flonicamid and
pymetrozine, sulfoxaflor, spirotetramat, pyrethroids.  These are often
integrated into comprehensive pest management programs to improve efficacy and
combat resistance, which is a common problem with insecticides.  A number of
these chemistries are subject to full or limited bans or restrictions and so
there is expected to be an increasing emphasis on the biological alternatives.

In addition to the Company undertaking its own field trials, several
third-party companies have run their own trials with encouraging results
against both the conventional chemistry and leading biopesticide competition.
The outcome of these trials should result in a wide draft label for the
product expanding to thrips and aphids, in addition to the original targets of
spider mites and whitefily. Eden is now in advanced negotiations with certain
potential commercial partners who would act as distributor for the product and
so now wishes to use part of the proceeds of the fundraise to invest in the
registration of the product in certain territories, including the EU over the
next 12 - 18 months. The Board believes that investing in this area now will
ultimately result in expedited commercialisation of the product by at least
two years, which is due, in part, by the timing of the active ingredient
renewal process which determines when a new product formulation can be
registered.

 

Late Blight

Late Blight is a disease in potatoes, caused by the Phytophthora infestans, a
fungus-like microorganism.  It remains the most devastating potato disease in
Europe, costing up to €1 billion annually in losses and control measures.
The current disease management relies heavily on chemical fungicides, but
resistance to key actives and stricter EU pesticide regulations make
sustainable alternatives essential. Conventional tools like copper-based
products face regulatory and environmental constraints, heightening demand for
safer and effective bio-based solutions.

 

Potatoes are grown on approximately 1.7 million hectares in the EU,
underpinning a processed potato industry valued at €9+ billion annually and
Late Blight fungicides account for roughly one-third of all fungicide inputs
on potatoes in Europe, making this segment alone worth approximately €165
million in sales per year.

 

Eden has developed two formulations which have been proven in field trials to
be effective against Late Blight on crops such as potatoes and has seen a high
level of interest in its formulations, which have already been tested by
potential commercial partners.  The Company now wishes to invest in further
developing these formulations, through further field trials as well as
undertaking preliminary studies and work to ensure a smooth regulatory
pathway, in order to expedite getting to the stage of registration and,
ultimately, commercialisation.

4.      Current Trading and Prospects

The Company expects to see further growth in revenue in the 15-month period to
31 March 2026 of c. £5m, versus the 12 months to 31 December 2024 of £4.3m,
with an increase in product sales driven by approvals granted in recent years.

In early January, the Company received approval from French authorities for
its biopesticide Mevalone to be used on grapes to combat downy and powdery
mildew, a significant development given France's large grape market and
increasing pressure on conventional fungicides. This label extension is
estimated to have a potential peak revenue of up to €8 million per annum,
though the Company is not adjusting its current market guidance. The approval
is timely due to tightened regulations on copper fungicides and the growing
demand for organic viticulture solutions, with Mevalone already certified as
organic. On 14 November 2025, the Group received confirmation that it had been
granted emergency use authorisation for Ecovelex in Italy for the third year.
However, the Company is also awaiting full-EU wide approval of Ecovelex, which
is currently expected to happen during 2026, with initial authorisation in
Austria, who is acting as the Rapporteur Member States, expected in early
2026. This approval in 2026 would materially increase the levels of sales of
Ecovelex with the possibility of EU-wide sales in time for the 2027 growing
season and estimated peak sales to Eden of c. €3.6m.

Sales of Mevalone and Cedroz are expected to continue to grow organically in
countries in which they are already approved but also following approvals in
countries in which registration has been applied for but not yet granted.

5.      Related parties' participation

Directors' participation in the Fundraising

As part of the Fundraising, certain Directors intend to subscribe (either
personally or through a nominee) for an aggregate of 2,375,000 New Ordinary
Shares at the Issue Price. Details of the New Ordinary Shares for which the
Directors intend to subscribe for (either personally or through a nominee) are
set out below:

 

 Name                  Title     Number of existing Ordinary Shares#  Number of Firm Shares subscribed for#  Value of Firm Shares to be subscribed for#  Resulting shareholding following subscription
 Lykele van der Broek  Chairman  2,357,808                            1,125,000                              £45,000                                     3,482,808
 Sean Smith            CEO       3,059,768                            500,000                                £20,000                                     3,559,768
 Alex Abrey            CFO       3,181,678                            500,000                                £20,000                                     3,681,678
 Robin Cridland        NED       745,552                              -                                      -                                           745,552
 Derek McAllan         NED       843,627                              250,000                                £10,000                                     1,093,627

 

The number of Ordinary Shares presented in this table as being held or
subscribed for by Directors refers to the number of Ordinary Shares held or
subscribed for by them either personally or through a nominee.

The participation by the Directors referred to above in the Fundraising is
classified as a related party transaction for the purposes of the AIM Rules.
Robin Cridland, being the sole independent director, confirms that he
considers, having consulted with Cavendish, that the terms of the transaction
are fair and reasonable insofar as the Company's Shareholders are concerned.

6.      Details of the Placings

The Company is proposing to raise approximately £3.1 million before expenses
by the issue of the Firm Placing Shares at the Issue Price to certain
Shareholders and new investors. The Firm Placing Shares will, when issued,
rank pari passu with the Existing Ordinary Shares.  In addition, as part of
the Conditional Placing certain Shareholders and new investors have subscribed
for Conditional Placing Shares, which, if the Condition is satisfied, will
raise approximately £7.6 million before expenses.

 

The Placings have not been underwritten. The issue of the Firm Placing Shares
is conditional, inter alia, upon Admission becoming effective on the First
Admission Date (or such later date as the Company and the Joint Bookrunners
may agree, being not later than the First Admission Long Stop Date). The issue
of the Conditional Placing Shares is conditional, inter alia, upon i) the
Condition being satisfied and ii) Second Admission becoming effective on the
Second Admission Date (or such later date as the Company and the Joint
Bookrunners may agree, being not later than the Second Admission Long Stop
Date).

 

Under the terms of the Placing Agreement, the Joint Bookrunners have agreed to
use their reasonable endeavours to procure subscribers for the Placing Shares
at the Issue Price. Under the Placing Agreement, the Company has agreed to pay
to the Joint Bookrunners a fixed sum and commissions based on the aggregate
value of the Fundraising, and the costs and expenses incurred by it in
relation to the Fundraising.

 

The Placing Agreement contains customary warranties given by the Company in
favour of the Joint Bookrunners in relation to, amongst other things, the
accuracy of the information in this Document and other matters relating to the
Group and its business.  In addition, the Company has agreed to indemnify the
Joint Bookrunners (and their respective affiliates) in relation to certain
liabilities which they may incur in respect of the Fundraising.

 

The Joint Bookrunners have the right to terminate the Placing Agreement in
certain circumstances prior to the First Admission and Second Admission, in
particular, in the event of breach of the warranties, the occurrence of a
material adverse change in circumstances material to the Fundraising, or if
the Placing Agreement does not become unconditional.

 

7.      Details of the Subscription

In addition, Eden has entered into a conditional Subscription Agreement with
certain of its directors pursuant to which they will subscribe for (i)
1,375,000 Firm Subscription Shares conditional on First Admission.

 

Please see paragraph 5 above for details of the Directors' participation in
the Firm Capital Raising.

The Issue Price of 4.0 pence per share equates to a premium of 2.6 per cent.
to the closing price of 3.9 pence on 30 January 2026, the latest Business Day
prior to the announcement of the Fundraising.

8.      The Retail Offer

The Company has separately agreed to use the Bookbuild Platform to undertake
an intermediaries offer of Retail Offer Shares at the Issue Price, alongside
the Capital Raising, to existing retail Shareholders. For the avoidance of
doubt, the Retail Offer Shares are not part of the Capital Raising and do not
form part of the Firm Placing Shares, the Conditional Placing Shares or
Subscription Shares.

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 Retail
Offer at the Issue Price, for an aggregate of up to 12,500,000 Retail Offer
Shares, will raise gross proceeds of up to approximately £0.5 million.

The Company has made the Retail Offer to holders of Existing Ordinary Shares
only through Intermediaries via the Bookbuild Platform. The obligations of the
Intermediaries are conditional in all respects upon: (a) the Firm Placing
Agreement and the Firm Subscription Agreement becoming unconditional and not
having been terminated in accordance with their terms; and (b) First
Admission.  It is a term of the Retail Offer that the total value of the
Retail Offer Shares available for subscription at Issue Price does not exceed
£0.5 million.

The Retail Offer has not been underwritten and has been offered in the United
Kingdom under under an exception from prohibitions on offers to the public
pursuant to Schedule 1 (Part 1) of POATR and under an exemption from the
requirement to publish a prospectus under the PRM. The Retail Offer has not
been made into any jurisdiction other than the United Kingdom.

 

If you are in any doubt as to what action you should take, you should
immediately seek your own personal financial advice from your stockbroker,
bank manager, solicitor, accountant or other independent professional adviser
duly authorised under the Financial Services and Markets Act 2000 (as amended)
if you are resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.

9.      General Meeting

 

The Directors do not currently have authority to allot the New Ordinary Shares
and, accordingly, the Board is seeking the approval of Shareholders to allot
the New Ordinary Shares at the General Meeting.

A notice convening the General Meeting, which is to be held at The Glove
Factory Studios, Brook Lane, Holt, Wiltshire BA14 6RL at 9.00 a.m. on 18
February 2026, is set out at the end of this Document. At the General Meeting,
the following Resolutions will be proposed:

·        Resolution 1, which is an ordinary resolution, to authorise
the Directors to allot relevant securities for cash up to an aggregate nominal
amount of £2,787,500, being equal to 278,750,000 New Ordinary Shares;

·        Resolution 2, which is conditional on the passing of
Resolution 1 and is a special resolution, to authorise the Directors to allot
278,750,000 New Ordinary Shares on a non-pre-emptive basis;

The authorities to be granted pursuant to Resolutions 1 and Resolution 2 will
expire on whichever is the earlier of (a) the conclusion of the next Annual
General Meeting of the Company; and (b) the date falling six months from the
date of the passing of the Resolutions (unless renewed, varied or revoked by
the Company prior to or on that date) and shall be in addition to the
Directors' authorities to allot relevant securities and dis-apply statutory
pre-emption rights granted at the Company's Annual General Meeting held on 18
June 2025.

For the purposes of section 571(6)(c) of the Act, the Directors determined the
Issue Price after consideration of applicable market and other considerations
and having taken appropriate professional advice.

Shareholders can vote electronically via the Investor Centre app or at
https://uk.investorcentre.mpms.mufg.com/
(https://uk.investorcentre.mpms.mufg.com/) . The proxy appointment must be
submitted as soon as possible and in any event not later than 48 hours
(excluding any part of a day that is not a working day) before the time of the
General Meeting. Submission of a proxy appointment will not prevent a
Shareholder from attending and voting at the General Meeting.

10.   Recommendation

The Directors believe the Fundraising and the passing of the Resolutions to be
in the best interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend Shareholders to vote in
favour of the Resolutions as they intend so to do in respect of their
beneficial shareholdings amounting to 10,188,433 Ordinary Shares, representing
approximately 1.91 per cent. of the existing issued ordinary share capital of
the Company.

 

 

 

 

 

 

 

 

 

 

PLACINGS AND SUBSCRIPTIONS STATISTICS

Issue Price (per
share)
4.0 pence

Number of Existing Ordinary
Shares
533,352,523

Total number of Firm Placing Shares
 
74,875,000

Total number of Firm Subscription
Shares
1,375,000

Gross proceeds of the Firm Capital Raising
 
£3,050,000

Total number of Conditional Placing
Shares
190,000,000

Gross proceeds of the Conditional Placing
 
£7,600,000

Total number of Firm Shares and Conditional Placing
Shares
33.3%

as a percentage of the Enlarged Share Capital*

Maximum gross proceeds of the Capital
Raising
£10.7 million

Enlarged Share Capital following the Capital
Raising*
up to 812,102,523

 

* on the assumption that the Retail Offer is fully subscribed

 

RETAIL OFFER STATISTICS

Issue Price (per
share)
4.0 pence

Number of Retail Offer
Shares
up to 12,500,000

Gross proceeds of the Retail
Offer*
up to £0.5 million

Retail Offer Shares as a percentage of the Enlarged Share
Capital*
up to 1.5 %

* on the assumption that the Retail Offer is fully subscribed

 EXPECTED TIMETABLE OF PRINCIPAL EVENTS

                                                                                                           2026
 Announcement of the Placings and the Firm Subscriptions and publication and     2 February
 posting of this document

 Announcement of the Retail Offer                                               13.00 p.m. on 2 February

 Announcement of the results of the Retail Offer                                5 February

 Latest time and date for receipt of completed Forms of Proxy and receipt of    9.00 a.m. on 16 February
 electronic proxy appointments via, the Investor Centre, the CREST system and
 Proxymity

 General Meeting                                                                9.00 a.m. on 18 February

 Announcement of result of General Meeting                                       18 February

 First Admission effective and dealings in the Firm Shares and Retail Offer     8.00 a.m. on 19 February
 Shares expected to commence on AIM

 CREST accounts credited in respect of the Firm Shares and Retail Offer Shares  8.00 a.m. on 19 February
 to be held in uncertificated form (subject to First Admission)

 Where applicable, expected date for dispatch of definitive share certificates  within 10 Business Days following First Admission
 Firm Shares and Retail Offer Shares to be held in certificated form

 First Admission Long Stop Date                                                 8.00 a.m. on 28 February
 Expected Second Admission (subject to satisfaction of the Conditions)          8.00 a.m. on 6 April
 CREST accounts credited in respect of the Conditional Placing Shares to be     8.00 a.m. on 9 April
 held in uncertificated form (subject to Second Admission)

 Where applicable, expected date for dispatch of definitive share certificates  within 10 Business Days following First Admission
 Firm Shares and Retail Offer Shares to be held in certificated form
 Second Admission Long Stop Date                                                8.00 a.m. on 6 May
 (i)    If any of the details contained in the timetable above should
 change, the revised times and dates will be notified by means of an
 announcement through a Regulatory Information Service

 (ii)   References to times in this Document are to London time (unless
 otherwise stated).

 

 

 

DEFINITIONS

The following definitions apply throughout this Document unless the context
otherwise requires:

Act
the Companies Act 2006 (as amended)

Admission
admission of the New Ordinary Shares to trading on AIM becoming effective in
accordance with the AIM Rules

AIM
the market of that name operated by the London Stock Exchange

AIM
Rules
the AIM Rules for Companies published by the London Stock Exchange from time
to time

Bookbuild Platform
                                       a
technology platform providing issuers and their advisers access to primary
capital markets deals and is owned BB Technology Ltd, a private limited
company incorporated in England and Wales with registered number 13508012.

Business
Day
a day (other than a Saturday or Sunday) on which commercial banks are open for
general business in London, England

Capital
Raising
the Firm Capital Raising and the Conditional Placing

Cavendish
Cavendish Capital Markets Limited registered in England and Wales with company
number 06198898 and having its registered office at 1 Bartholomew Close,
London EC1A 7BL

certificated form or
in                                   an
Ordinary Share recorded on a company's share register as being certificated
form            held in certificated form (namely, not in CREST)

"Closing
Price"
the closing middle market quotation of an Ordinary Share

Company or
Eden
Eden Research plc, a company incorporated and registered in England and Wales
under the Companies Act 2006 with registered number 03071324

Conditional
Placing
the conditional placing of the Conditional Placing Shares pursuant to the
Placing Agreement and conditional on, amongst other things, satisfaction of
the Conditions

Conditional Placing
Shares                            the 190,000,000
new Ordinary Shares to be allotted and issued by the Company pursuant to the
Conditional Placing

Conditions
the conditions set out in the Placing Agreement for allotment and issue of the
Conditional Placing Shares being, inter alia, receipt of the Philip Hare
Opinion

CREST
the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations)

CREST
Manual
the rules governing the operation of CREST, consisting of the CREST Reference
Manual, CREST International Manual, CREST Central Counterparty Service Manual,
CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CREST
Courier and Sorting Services Manual, Daily Timetable, CREST Application
Procedures and CREST Glossary of Terms (all as defined in the CREST Glossary
of Terms promulgated by Euroclear on 15 July 1996 and as amended since) as
published by Euroclear

CREST
member
a person who has been admitted to CREST as a system-member (as defined in the
CREST Manual)

 

CREST
participant
a person who is, in relation to CREST, a system-participant (as defined in the
CREST regulations)

CREST
Regulations
the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)

CREST
sponsor
a CREST participant admitted to CREST as a CREST sponsor

CREST sponsored member                            a
CREST member admitted to CREST as a sponsored member

Dealing
Day
a day on which the London Stock Exchange is open for business in London

Directors or
Board
the directors of the Company whose names are set out on page 4 of this
Document, or any duly authorised committee thereof

Document
this Document which, for the avoidance of doubt, does not comprise a
prospectus (under the PRM) or an admission document (under the AIM Rules)

Enlarged Share
Capital
the entire issued share capital of the Company following completion of the
Fundraising on Second Admission

EU
the European Union

Euroclear
Euroclear UK & International Limited, the operator of CREST

EUWA
the European Union (Withdrawal) Act 2018 as amended and supplemented from time
to time (including, but not limited to, by the EU (Withdrawal) Act 2020)

Existing Ordinary
Shares                                the
533,352,523 Ordinary Shares in issue at the date of this Document, all of
which are admitted to trading on AIM

FCA
the UK Financial Conduct Authority

Finance
Act
the Finance Act 2025‑26, being the Act of Parliament setting out the changes
to the thresholds for investments by Venture Capital Trusts in the November
2025 Budget

First
Admission
admission of the Firm Shares and the Retail Offer Shares to trading on AIM
becoming effective in accordance with the AIM Rules

Firm Capital Raising
 
the Firm Placing and Firm Subscription

Firm Placing
 
the placing of the Firm Placing Shares pursuant to the Placing Agreement

Firm Placing
Shares
the 74,875,000 new Ordinary Shares to be allotted and issued by the Company
pursuant to the Firm Placing

Firm
Shares
the Firm Placing Shares and the Firm Subscription Shares

Firm
Subscription
the subscription of the Firm Subscription Shares by certain Directors

Firm Subscription
Shares                               the
1,375,000 Ordinary Shares to be allotted and issued to certain Directors under
subscription agreements

First Admission
Date
19 February 2026, or such later date as the Company and the Joint Bookrunners
may agree in writing, being in any event, not later than 8.00 a.m. on the
First Admission Long Stop Date

First Admission Long Stop Date                   28 February
2026

Form of
Proxy
the form of proxy for use in connection with the General Meeting which may be
requested

FSMA
the Financial Services and Markets Act 2000 (as amended)

Fundraising
the Placings, Firm Subscription and the Retail Offer

General
Meeting
the general meeting of the Company to be held at The Glove Factory Studios
Brook Lane, Holt Wiltshire BA14 6RL at 9.00 a.m. on 18 February 2026 (or any
adjournment of that general meeting), notice of which is set out at the end of
this Document

Group
the Company and its subsidiaries

Independent
Director
Robin Cridland

Intermediaries
broker or wealth manager to an eligible retail Shareholder in the Retail Offer
and "Intermediary" shall mean any one of them

ISIN
International Securities Identification Number

Issue
Price
4.0 pence per New Ordinary Share

ITA
UK Income Tax Act 2007

Joint Bookrunners
 
Cavendish and Oberon;

London Stock
Exchange
London Stock Exchange plc

MAR
the UK version of the Market Abuse Regulation ((EU) No 596/2014) which is part
of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended
and supplemented from time to time

MUFG Corporate Markets                            a
trading name of MUFG Corporate Markets (UK) Limited, a division of    MUFG
Pension & Market Services

Money Laundering Regulations                   The Money
Laundering, Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017, the Criminal Justice Act 1993 and the Proceeds of
Crime Act 2002

New Ordinary
Shares
together, the Ordinary Shares to be issued pursuant to the Fundraising

Notice of General Meeting
the notice convening the General Meeting which is set out at the end of this
Document subject to the conditions set out in Part III of this Document and,
where relevant, in the Application Form

Oberon
Oberon Investments Limited, the Company's joint bookrunner in relation to the
Placing (company number: 02198303), whose registered office is at 1st Floor 12
Hornsby

Ordinary
Shares
ordinary shares of £0.01 each in the capital of the Company

Philip Hare Opinion
Letter                            the opinion
letter issued by Philip Hare Associates, in agreed form

Placees
the subscribers for the Placing Shares pursuant to the Placings

Placing
Announcement
the Regulatory Information Service announcement of the Company announcing the
Fundraising

Placing
Agreement
the agreement entered into between the Company, and the Joint Bookrunners in
respect of the Placings and Retail Offer dated 2 February 2026, as described
in this Document

Placing
Shares
the Firm Placing Shares and the Conditional Placing Shares

Placings
the Firm Placing and the Conditional Placing

POATR
the Public Offers and Admissions to Trading Regulations 2024

Qualifying
Holding
means a qualifying holding for the purposes of Chapter 4 of Part 6 of ITA
Restricted Jurisdiction)

Regulatory Information Service                   a service
approved by the London Stock Exchange for the distribution to the public of
AIM announcements and included within the list on the website of the London
Stock Exchange

Resolutions
the resolutions set out in the Notice of General Meeting

Restricted
Jurisdiction
each and any of Australia, Canada, Japan, New Zealand, the Republic of South
Africa or the United States and any other jurisdiction where the Offer would
breach any applicable law or regulations

Retail Offer
 
means the retail offer to be made by the Company on the day of the Placing
Announcement via the Bookbuild Platform to retail investors situated in the
United Kingdom to subscribe for Retail Offer Shares at the Issue Price

Retail Offer
Shares
up to 12,500,000 new Ordinary Shares being made available pursuant to the
Retail Offer

Shareholders
holders of Ordinary Shares

Second
Admission
admission of the Conditional Placing Shares to trading on AIM becoming
effective in accordance with the AIM Rules

Second Admission
Date                                 the to be
determined date post the satisfaction of the Conditions, or such later date as
the Company and Joint Bookrunners may agree in writing, being in any event,
not later than 8.00 a.m. on the Second Admission Long Stop Date

Second Admission Long Stop Date              6 May 2026

Sipcam
 
Sipcam Oxon S.p.A., which is incorporated in Italy with company number
00845900158, whose registered office is at Via Carroccio 8, 20123 Milan, Italy

Securities
Act
the United States Securities Act of 1933, as amended

UK or United
Kingdom                                  the
United Kingdom of Great Britain and Northern Ireland

 

Uncertificated or Uncertificated                 recorded on
the relevant register or other record of the shares or

form
other security concerned as being held in uncertificated form in CREST, and
title to which, by virtue of the CREST Regulations, may be transferred by
means of CREST

US
Person
has the meaning given in the Securities Act

voting
rights
means all voting rights attributable to the share capital of the Company which
are currently exercisable at a general meeting

£ and
p
United Kingdom pounds sterling and pence respectively, the lawful currency of
the United Kingdom

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