REG - Secure Property Dev - Proposed Transaction Update & Trading Restoration

Secure Property Development & InvestmentAnnouncement

07/04/2026 07:00

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RNS Number : 3378Z  Secure Property Dev & Inv PLC  07 April 2026

Secure Property Development & Invest PLC/ Index: AIM / Epic: SPDI /
Sector: Real Estate

 

7 April 2026

 

Secure Property Development & Investment PLC ('SPDI' or 'the Company')

 

Adven Proposed Transaction Update and Restoration to Trading

 

Secure Property Development and Investment PLC (AIM: SPDI), the South Eastern
European focused property and investment company, announces the following:

 

Further to the Company's announcements on 5 November 2025 and 5 March 2026,
the Company and Adven Inc. UK Ltd ("Adven") announce that they have now signed
an amended heads of terms, changing the proposed transaction structure so that
it is now proposed Adven will acquire SPDI. Accordingly, the proposed
transaction no longer constitutes a reverse takeover pursuant to the AIM Rules
for Companies but rather is proposed to involve the admission to trading on
AIM of Adven ("Admission") followed shortly thereafter by the issuance of new
ordinary shares in the share capital of Adven to SPDI shareholders in exchange
for the sale of their SPDI shares to Adven, and a follow-on intended
cancellation from trading on AIM of SPDI (the "Potential Transaction").

In order to facilitate the share exchange, Adven proposes to enter in to share
purchase agreements ("SPAs") with at least 51% of the SPDI shareholders.
SPDI has agreed to use reasonable endeavours to procure that 75% of SPDI
shareholders sign SPAs.  The value of the whole of SPDI in these SPAs is
expected to be approximately €2 million.

The structure of the Potential Transaction has been changed in order to enable
Adven to raise EIS qualifying funds prior to the conclusion of the Potential
Transaction closing whilst maintaining the potential for SPDI shareholders to
participate in the growing energy storage sector.

 

The Potential Transaction remains subject to a number of factors including but
not limited to the completion of due diligence to the satisfaction of both
parties, regulatory and third party consents, definitive documentation as well
as SPDI shareholder approval of a potential delisting.

 

As part of the revised heads of terms, various amendments have been made to
the financing arrangements that SPDI has provided to Adven. Whilst the parties
are working together to achieve completion of the proposed transaction by 30
June 2026, there can be no assurance it will complete on that timescale or at
all.

 

SPDI shareholders that have an interest in investing into Adven, are also to
be given the opportunity to invest up to £2 million at a  discount to an
agreed Adven valuation.

 

Funding provided to Adven

 

In order to assist Adven with managing various cashflow obligations as part of
further rolling out its business model, SPDI had agreed in 2025 to advance
loans to AdvEn Industries Inc. ("AdvEn Industries") in connection with the
Potential Transaction.

 

On the 5 March 2026 SPDI announced that in relation to its initial secured
loan of €250,000 to AdvEn Industries the repayment date had been extended
until 28 February 2026 and the capital amount repayable increased to
€275,000.  The parties have now agreed that repayment shall be extended
again for up to fifty more days and for an additional amount of €20,000 with
repayment being as follows:  the initial capital amount of €250,000 shall
be repayable by 20 April 2026 and the aggregate additional capital of
€45,000 and accrued interest shall be payable by 20 May 2026.

 

The repayment terms of the second secured loan of €250,000 to AdvEn
Industries, remain unchanged.  The second loan is repayable by, the earlier
of Admission and 30 June 2026.

 

 

SPDI financial position update

 

As at 31 March 2026, SPDI had on balance sheet cash and cash receivable
expected to be received during H1 2026 of approx. €1,65m, and borrowings
owing of approx. €1.2m (including those assumed in order to fund the loans
provided to Adven). The Company believes this provides it with sufficient
working capital for the coming months to complete the proposed transaction.

 

Restoration to trading on AIM

 

As a result of the proposed transaction no longer being classified as a
reverse takeover transaction under the AIM Rules for Companies, SPDI's shares
are expected to be restored to trading on AIM today at 7:30 a.m.

 

In the event the Potential Transaction does not proceed the Company will
revert to pursuing its investment policy to invest and generate returns in the
European property markets or seek an alternative transaction.

 

Shareholders should note that SPDI is not subject to the UK City Code on
Takeovers and Mergers, as set out on the Company's website.

 

Further updates will be made as and when appropriate. Shareholders are
reminded that there is no guarantee that the proposed transaction will
complete.

 

**ENDS**

For further information please visit www.secure-property.eu
(http://www.secure-property.eu) or contact:

 

 Lambros Anagnostopoulos  SPDI                    Tel: +357 22 030783

 Rory Murphy              Strand Hanson Limited   Tel: +44 (0) 20 7409 3494

 Ritchie Balmer

 Jon Belliss              AlbR Capital Limited    Tel: +44 (0) 20 7469 0930

 Susie Geliher            St Brides Partners Ltd  Tel: +44 (0) 20 7236 1177

 Will Turner

 

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