Placing and Subscription to raise £6.3 million

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA")) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF THE PLACING WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN UK MAR), AS PERMITTED BY UK MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS ANNOUNCEMENT. THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION RELATING TO THE COMPANY AND ITS SECURITIES.  

2 October 2026                                    

eEnergy Group plc

Placing and Subscription to raise £6.3 million

Retail Offer to raise up to £2.0 million

Trading and Operational Update

eEnergy Group plc (AIM: EAAS) ("eEnergy", the " Company" or, together with its subsidiary undertakings, the "Group"), the net zero energy services provider, is pleased to announce a fundraising to raise approximately £6.3 million before expenses through the issue of 2,018,754,878 new ordinary shares (“Ordinary Shares”) in the Company pursuant to a conditional placing (the “Placing”) and 83,333,333 new Ordinary Shares pursuant to a direct subscription (the “Subscription”), in each case at an issue price of 0.3 pence per share (the “Issue Price”).

In addition, the Company intends to provide new retail investors and existing shareholders with the opportunity to participate in a separate retail offer to raise up to a further £2.0 million before expenses by the issue of up to 666,666,666 new Ordinary Shares (the "Retail Offer Shares" and, together with the Placing Shares and the Subscription Shares, the "New Ordinary Shares") at the Issue Price (the “Retail Offer” and together with the Placing and the Subscription, the “Fundraising”).

The Fundraising is intended to address the Group’s short-term working capital requirements, enable the Company to bring overdue creditors back within normal payment terms and strengthen the balance sheet while the Group addresses its project documentation issues to then collect £2.8 million of outstanding cash relating to the DofE programme, as previously announced.

The Fundraising is conditional, inter alia, upon the passing of certain resolutions at a general meeting of the Company.

Fundraising highlights

• Placing and Subscription to raise approximately £6.3 million before expenses at the Issue Price.
• Separate Retail Offer to raise up to an additional £2.0 million before expenses, providing new retail investors and existing shareholders with an opportunity to participate on the same financial terms.
• The net proceeds of the Fundraising will principally be used to pay down overdue creditors, provide working capital while outstanding Mace programme receipts are collected and support delivery of the Group’s growth plans. The Fundraising proceeds will not be used towards repayment of the Company’s £2.5 million loans from shareholders.
• The Fundraising is conditional on shareholder approval at a general meeting expected to be convened for 23 October 2026 (the "General Meeting").
• A further announcement setting out the terms of the Retail Offer will be made separately, immediately following this announcement.

Operational and trading highlights

• The Board continues to expect the Group to trade in line with FY26 market expectations of revenue of approximately £32.0 million and Adjusted EBITDA of approximately £1.7 million.
• H1-26 delivered record revenue of £21.8 million, compared with £10.1 million in H1-25, and Adjusted EBITDA of £1.2 million, compared with £0.5 million in H1 FY25.
• In June 2026, the Group commenced a cost reduction and restructuring programme which has largely been completed and is expected to deliver approximately £2.0 million of annualised cost savings.
• The Group has a sales pipeline of approximately £65 million across education, healthcare and commercial and industrial customers alongside the wider public sector.
• For FY27*, the Board expects revenue in excess of £25 million, Adjusted EBITDA of approximately £2.5 million, a blended gross margin of approximately 30 per cent and operational net cash flow of approximately £2.0 million.

* FY27 revenue targets exclude the DoE Retrofit & Renewal programme opportunity which if secured through a tender process, could add c. £8m per annum over 3 years commencing in FY27.  

Background to and rationale for the Fundraising

During FY26, the Group’s operational activity has been dominated by the DofE programme managed by Mace, its largest contract award for eEnergy to date. The programme was initially awarded in respect of solar PV at 47 schools and was subsequently expanded to up to 65 sites to include other technologies.  By 30 June 2026, installation work had been substantially completed and all sites energized. Installations included solar at 65 sites, battery storage at 42 sites, EV chargers at 36 sites and LED lighting at 34 sites.  The programme represented approximately 70 per cent. of Group revenue during H1-26.

As at 14 September 2026, there was approximately £2.8 million still to collect under the programme of which £1.9 million is solar PV and battery, £0.5 million EV chargers and £0.4 million LED.

The EV charger and LED cash is expected to be received within the next two months, however the solar PV and battery cash requires completion and submission by eEnergy of the relevant project documentation and approval by Mace, and cash collection may take up to six months to be completed. In particular, the Group is required to secure retrospective planning approval for the batteries installed at each of the 42 sites which is taking several months to secure. The delays in the timing of these cash receipts has placed pressure on the Group’s ability to pay trade creditors within normal terms.

The board of directors of the Company (the "Board" or the "Directors") therefore believes that the Fundraising is necessary to stabilise the Group’s short-term working capital position, normalise creditor payments and provide an appropriately capitalised platform from which to pursue the Group’s existing pipeline and FY27 growth opportunities.

Cost reduction and operational improvements

The Group commenced a material restructuring and cost reduction programme in June 2026, which has substantially been completed, and is expected to deliver approximately £2.0 million of annualised savings. The principal actions taken include:

• reducing the Board from six directors to three, and the senior leadership team from ten to five;
• consolidating the Group’s operational teams under a single Chief Operating Officer, reorganising the sales team away from postcode territories to be focused by sector - education, healthcare, commercial and industrial sectors - and combining Sales and Marketing activities under the Chief Sales Officer;
• appointing a new Director of Operations, Solar, with responsibility for improving project planning, project documentation and delivery;
• bringing previously outsourced sales and marketing functions in-house; and
• relocating the London office to smaller, lower-cost premises;

The resulting cost savings are already improving operational profitability and cash generation. The Board intends to maintain tight control over the Group’s fixed cost base as it delivers its growth strategy.

Current trading and FY27 outlook

The Board expects the Group to deliver FY26 results in line with existing market expectations of revenue of approximately £32.0 million and Adjusted EBITDA of approximately £1.7 million.

H1-26 revenue was £21.8 million, compared with £10.1 million in H1-25, while Adjusted EBITDA increased to £1.2 million from £0.5 million in the comparative period.

As at today’s date, approximately £6.4 million of revenue has been contracted for H2-26, against the £10.2 million balance required to achieve the full-year revenue expectation of £32.0 million. The Group’s pipeline comprises approximately £65 million of opportunities across its target markets.

The Board expects FY27 revenue to be in excess of £25.0 million and Adjusted EBITDA of at least £2.5 million.  The forecast FY27 results exclude any potential revenue and profit from the DofE Retrofit and Renewal programme which will be tendered by eEnergy later this year and, if secured, could generate an estimated £8.0 million of revenue for eEnergy in FY27 and in each of the next two years thereafter.

Use of proceeds

Subject to the receipt of shareholder approval at the General Meeting and the completion of the Fundraising, the net proceeds of the Fundraising will be used to pay down overdue creditors, provide working capital while outstanding Mace programme receipts are collected and support delivery of the Group’s growth plans as the Company enters FY27. The Fundraising proceeds will not be used towards repayment of the Company’s £2.5 million loans from shareholders.

Details of the Fundraising

Placing

Pursuant to the Placing, the Company has conditionally raised approximately £6.1 million before expenses. which will be utilised as stated above. The Placing will comprise the issue of 2,018,754,878 New Ordinary Shares (the "Placing Shares") at the Issue Price.

The Placing is conditional, inter alia, on (i) the passing of certain resolutions at the General Meeting and (ii) the Placing Shares being admitted to trading on AIM ("Admission") which is expected to occur at 8.00 a.m. on 26 October 2026.

The Company has entered into a placing agreement with Canaccord Genuity (the "Placing Agreement").  The Placing Agreement contains customary warranties given by the Company to Canaccord Genuity as to matters relating to the Company and its business and a customary indemnity from the Company to Canaccord Genuity in respect of liabilities arising out of or in connection with the Placing. The Placing Agreement also contains customary rights of termination which could enable Canaccord Genuity to terminate the Placing prior to Admission in certain limited circumstances.

Subscription

Dr Nigel Burton has agreed to subscribe for 83,333,333 New Ordinary Shares (the "Subscription Shares") at the Issue Price for consideration of £250,000 pursuant to a subscription agreement with the Company.  The issue of the Subscription Shares is conditional upon, inter alia, the Placing Agreement becoming unconditional and not being terminated in accordance with its terms. The Placing is not conditional upon the Subscription.

Retail Offer and Director intentions to subscribe

The Directors appreciate and value the Company’s retail shareholder base and believe it appropriate to provide existing retail shareholders with an opportunity to participate in the Fundraising. The Company therefore intends to launch a separate Retail Offer at the Issue Price to raise up to a further £2.0 million before expenses. The Retail Offer is conditional upon completion of the Placing and the passing of the resolutions to be proposed at the General Meeting.

A separate announcement will be made shortly containing the terms and timetable of the Retail Offer. For the avoidance of doubt, the Retail Offer is not part of the institutional placing and is the sole responsibility of the Company.

The Issue Price represents a discount of c.79% to the middle-market price of an Ordinary Share immediately prior to the Company’s entering into the AIM Capital Access Window on 30 September 2026 and the New Ordinary Shares will represent approximately 88% of the Company's issued ordinary share capital as enlarged by the Placing, the Subscription and the Retail Offer (assuming the Retail Offer is taken up in full). 

John Samuel, Chairman of eEnergy, intends to subscribe for Retail Offer Shares through the Retail Offer, details of which will be notified with the results of the Retail Offer.  In light of his intention to subscribe in the Retail Offer, Mr Samuel is not deemed independent for the purpose of the related party transaction fair and reasonable opinions set out further below.

For the purpose of providing the fair and reasonable opinions set out below, John Gahan is not participating in the Retail Offer.  However, other members of the eEnergy senior leadership team have expressed an interest to invest approximately £25,000 in total in the Retail Offer.

Harwood Loan Amendment and Placing Participation

Pursuant to the terms of an amendment letter (the “Amendment Letter”) entered into with Harwood Holdco Limited ("Harwood Holdco"), Harwood Holdco has agreed that, subject to the resolutions being passed at the General Meeting, interest on all outstanding loan amounts drawn under certain loan agreements between Harwood Holdco and the Company dated 12 November 2025 and 23 February 2026 (as amended on 31 July 2026 and 21 August 2026) (the "Loan Agreements") shall cease to accrue and no interest shall be payable in respect of such loans for the period commencing on the date on which such resolutions are passed at the General Meeting and terminating on the relevant Repayment Date (as defined therein) for each Loan Agreement.  In addition, Harwood Capital LLP ("Harwood Capital"), a subsidiary of Harwood Capital Management Limited, has agreed to subscribe for 466,666,667 Placing Shares at the Issue Price for consideration of £1.5 million. 

Capital Access Window

The Capital Access Window, which opened on 30 September 2026, will remain open until the Retail Offer period has ended.  Following the conclusion and announcement of the results of the Retail Offer, the Capital Access Window will close, and trading in the Ordinary Shares of the Company will resume. A further announcement will be made by the Company at such time.

Related Party Transactions

Harwood Capital is an existing substantial shareholder of the Company and Harwood Capital's participation in the Placing constitutes a related party transaction pursuant to Rule 13 of the AIM Rules for Companies (“AIM Rules”). The Amendment Letter between Harwood Holdco and the Company also constitutes a related party transaction pursuant to Rule 13 of the AIM Rules.

Dr Burton was previously a director of eEnergy within the last 12 months and his participation in the Subscription constitutes a related party transaction pursuant to Rule 13 of the AIM Rules.  

Accordingly, John Gahan, CEO, who is the independent Director for the purpose of the above related party transactions, considers, having consulted with the Company's nominated adviser, Strand Hanson Limited, that the terms of (i) the Harwood Capital's participation in the Placing, (ii) Dr Burton’s participation in the Subscription respectively and (iii) the Amendment Letter, are both fair and reasonable insofar as the Company's shareholders are concerned.

General Meeting

Completion of the Fundraising is conditional, inter alia, upon the passing of the resolutions necessary to authorise the Directors to allot the New Ordinary Shares and disapply statutory pre-emption rights. A circular containing further details of the Fundraising, a notice convening the General Meeting and the Directors’ recommendation is expected to be published and sent to shareholders on or around 6 October 2026. The General Meeting is expected to be held on 23 October 2026.

Admission

Application will be made to the London Stock Exchange for the New Ordinary Shares issued pursuant to the Fundraising to be admitted to trading on AIM (“Admission”).  Subject to the passing of the resolutions at the General Meeting, it is expected that Admission will become effective and dealings in the New Ordinary Shares will commence at 8.00 a.m. on or around 26 October 2026. A further announcement in relation to Admission will be made in due course.

The New Ordinary Shares will, when issued, be fully paid and will rank pari passu in all respects with the Company’s existing ordinary shares, including the right to receive all dividends and other distributions declared, made or paid following Admission.

Expected timetable

John Gahan, Chief Executive Officer of eEnergy, commented:

“At circa £16.0m, the DofE programme managed by Mace is the largest project delivered by eEnergy and demonstrates the Group’s ability to deploy integrated solar PV, battery storage, LED lighting and EV charging solutions at scale.  All customer sites (65 solar, 42 battery, 36 EV chargers and 34 LED) had been energised before 30 June 2026.  However, the project documentation, including obtaining planning permission where required, mainly for the solar PV and battery storage has not been properly prepared and maintained by eEnergy and consequently, whilst this work is now being undertaken, this is adding a delay to collection of the remaining solar PV and battery cash of £1.9m in total, putting the Group’s working capital and specifically trade creditors under pressure.  We are working to resolve the position as quickly as we can.  We have restructured the solar PV team and brought in a new Director of Solar Operations to oversee this work.

“The proposed Fundraising will enable us to bring overdue creditors back within normal payment terms and strengthen the balance sheet while the outstanding receipts under this programme are collected.  We are grateful for the support of our creditors during this period.

“Underlying demand for the Group’s solutions remains strong, supported by an approximately £65 million pipeline and major customer opportunities across education, healthcare, commercial and industrial and the wider public sector. Alongside the expected £2.0 million of annualised cost savings implemented in June 2026, we believe this will provide a stable platform from which to deliver our FY27 plans.  The Board remains focused on disciplined project delivery, cash generation and creating sustainable value for shareholders.”

For further information, please visit www.eenergy.com or contact:

About eEnergy Group plc

eEnergy (AIM: EAAS) designs and delivers energy-saving and energy-generating solutions to its customers reducing their costs and mitigating the impact of future increases in energy costs.  If a customer requires a funding solution (rather than pay for its own capex), eEnergy has a third party funder that will fund the up-front cost of investment on behalf of the customer whilst still ensuring immediate cash savings for the customer and over the life of the contract.

The Group is a leading supplier to the UK's education sector and has a growing presence supplying UK's healthcare sector including the NHS and the UK's Commercial and Industrial customer base with market leading LED and Solar PV solutions alongside battery storage and EV Chargers.

Further information is contained on the eEnergy Group plc website https://www.eenergy.com/homepage/about/

Important Notices

This announcement may contain certain statements and expressions of belief, expectation or opinion which are forward looking statements, and which relate, inter alia, to the Company's proposed strategy, plans and objectives or to the expectations or intentions of the Company's directors. Such forward-looking statements involve known and unknown risks, uncertainties, and other important factors beyond the control of the Company that could cause the actual performance or achievements of the Company to be materially different from such forward-looking statements. Accordingly, you should not rely on any forward-looking statements and, save as required by the AIM Rules for Companies or by law, the Company does not accept any obligation to disseminate any updates or revisions to such forward-looking statements.

Canaccord Genuity Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom and is acting as broker exclusively for the Company and no one else in connection with the Placing and will not be responsible to anyone (including any placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this announcement.

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company. Strand Hanson Limited is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Strand Hanson Limited, or for providing advice in relation to the contents of this announcement or any matter referred to in it.