Acquisition of Critical Infrastructure Services Platform

European Green Transition plc (AIM: EGT) announces that in line with its strategy set out at IPO, EGT has entered into a share purchase agreement (‘SPA‘) to acquire an established, EBITDA profitable onshore wind turbine operating, maintenance, repairing, and remote monitoring business (the ‘O&M Business‘) in the UK and Ireland (the ‘Acquisition‘). The O&M Business is being acquired from the court-appointed liquidators of Arena Capital Partners (‘ACP‘) (in liquidation) for a consideration of £3.5 million in cash (‘Consideration‘). The Consideration is being satisfied through existing cash resources and short-term bridging facilities. Further information on the Acquisition and bridging facilities is set out in this announcement.

The O&M Business includes a 100% interest in Earthmill Maintenance Ltd (‘Earthmill‘), based in Harrogate with depots in Scotland, Wales, and Cornwall, and an 85% interest in WEP Wind Energy Partnership Ltd (‘WEP‘), based in the Republic of Ireland, and its 100% owned subsidiary Silverford Engineering Ltd, based in Northern Ireland. This provides a broad operational footprint to serve over 900 wind turbines across the UK and Ireland. Each of these businesses have continued to trade profitably despite the challenges faced by the O&M Business’ parent company, ACP. The Acquisition also includes a 52% interest in Anemos Analytics Ltd (‘Anemos‘), which is a complementary condition monitoring software technology based in Scotland.

Key Transaction Highlights

• Acquisition of an established and EBITDA profitable critical infrastructure services platform focused on servicing onshore wind assets in the UK and Ireland
• In 2025 the O&M Business generated approximately £14.7 million revenue (2024: approximately £14.4 million) and approximately £0.9 million adjusted EBITDA (2024: approximately £1.5 million)
• Near-term and medium-term revenue visibility to deliver significant growth in 2026 and beyond:
  • Repowering opportunity (replacing and upgrading ageing wind turbines with newer, more powerful and efficient models):
  • UK government policy changes took effect in summer 2025, lifting the onshore wind planning permission ban, creating a significant and immediate growth opportunity for repowering turbines across the UK
  • Heads of terms signed with approximately 50 clients to deliver new repowering projects (average approximately £450k contract value) providing a possible £19 million repowering pipeline visibility
  • The O&M Business’ management have identified approximately 280 additional qualified repowering prospects in the near future
  • Repowering contracts are often followed by multi-year operating, maintenance, repairing, and remote monitoring relationships, further strengthening longer term revenue visibility
  • Core operating, maintenance, repairing, and remote monitoring business delivered £12.8 million revenue in 2025 across the O&M Business’ portfolio of over 900 turbines in the UK and Ireland, with multi-year relationships supporting recurring and repeatable revenue
• The Acquisition will be completed on a cash-free debt-free basis at what the Directors believe to be an attractive equity value of approximately £3.5 million, representing a 2.3x 2024 EBITDA multiple and a 3.9x 2025 adjusted EBITDA multiple
• The Acquisition includes approximately £3.95 million of inventory and £2.5 million net working capital
• As a result of the Acquisition, EGT is now aiming to achieve a medium-term target of £50 million Group revenue and double-digit EBITDA margins driven primarily through organic growth and strategic bolt-on acquisitions across the critical infrastructure space in the UK, Ireland, and Europe, such as water, energy, roads, and data centres which will be funded from existing cash resources and a debt facility which the Directors expect will not pass more than 2x EBITDA
• From the first full year following completion of the Acquisition, EGT intends to adopt a progressive dividend policy, targeting annual dividend growth of approximately 5%
• To complete the Acquisition in an accelerated timeline, EGT entered short term bridge financing agreements with Raglan Road Capital Limited (‘Raglan Capital‘), Roaring Waters Capital Limited (‘Roaring Waters‘) and other parties for a total of £3.0 million (‘Bridge Facilities‘), further details regarding the Bridge Facilities and associated related party transaction are set out below
• The Company intends to launch a fundraise via a placing in due course to raise approximately £5 million (‘Fundraise‘). As set out below, £1.5 million of the Bridge Facilities will automatically convert into equity at completion of the Fundraise at the placing price to be determined (‘Placing Price‘). The Company has received a further cornerstone offer of up to £1.1 million from an additional investor to participate in the placing at the Placing Price. The Company has therefore received offers in aggregate for up to £2.6 million, representing up to 50% of the approximately £5 million placing in advance of the Fundraise
• Net proceeds from the Fundraise will be used to repay the remaining £1.5 million of the Bridge Facilities and provide additional working capital to support the continued development and growth of the business
• The Board believes this Acquisition represents an attractive opportunity to acquire a platform business unencumbered with debt and with scope for organic growth and margin accretion

Cathal Friel, Co-founder and Executive Chair of European Green Transition plc said: ‘I am delighted with this significant milestone in EGT’s strategy that we set out at IPO targeting the acquisition of high-potential, profitable critical infrastructure services businesses. We have been engaging with the management teams of Earthmill and WEP for the last 18 months and are delighted to have completed the acquisition of these businesses at what we believe to be an attractive valuation. The businesses are trusted partners, delivering high quality services to over 900 wind turbines across the UK and Ireland with recurring revenues and excellent near and long-term visibility to deliver significant revenue growth in 2026 and beyond. Furthermore, this platform allows the Company to continue its growth and expansion into related areas such as water, energy, roads, and data centres.

‘We are acquiring these businesses at an exciting time following the removal of the defacto ban on onshore wind in the UK imposed by the Conservative government. This has created a significant and immediate repowering opportunity which involves replacing and upgrading ageing wind turbines. The business has signed approximately 50 heads of terms providing over £19 million of repowering revenue visibility with approximately 280 additional qualified prospects, which is in addition to its core operating, maintenance, repairing, and remote monitoring relationships.

‘We have a new medium-term target of £50 million revenue and double-digit EBITDA margins, as we focus on free cash flow generation to support further strategic growth and ensuring we can pay a progressive dividend going forward. We believe this transaction positions EGT well to deliver value for shareholders going forward.’

Dave Broadbank, Managing Director of the O&M Business, said: ‘This is an exciting moment for both our business and EGT. We have a strong platform, a loyal client base and a huge opportunity ahead of us. Being part of EGT will enable us to move faster and drive long‑term growth, while staying focused on the quality and reliability our clients expect. Having been with the business for 15 years, I’m incredibly proud of the team and what we’ve built, and I look forward to the next phase where we can unlock further potential across all businesses within the Group.’

Background to the Acquisition and the O&M Business

An established & trusted platform in a growing market

The O&M Business provides annually recurring operations, maintenance, repairing and remote monitoring services to over 900 wind turbines together with repeatable retrofit upgrade programmes across the UK and Ireland. It is a trusted partner to its long-standing clients and has an established operational footprint, headquartered in Harrogate (UK) with regional depots supporting operations in Cornwall, Wales, Scotland, and Northern Ireland.

The business benefits from an experienced team of 78 professionals with deep sector expertise in Supervisory Control and Data Acquisition (SCADA) design, engineering, and asset management. The senior management at the O&M Business will continue in their roles led by Managing Director, Dave Broadbank. The business owns intellectual property for Endurance turbine models and maintains a strategic inventory of OEM (original equipment manufacturer) turbine parts valued at approximately £3.95 million (as at December 2025), ensuring rapid fault resolution and operational continuity. Through Anemos, the majority-owned condition monitoring software technology, clients benefit from predictive maintenance, reduced downtime, and improved energy yields.

Europe is one of the world’s largest wind markets, with about 285 GW of installed capacity expected to approach 450 GW by 2030, driven predominantly by onshore deployment and sustained policy support. As capacity grows and turbine fleets age, the base of assets requiring technical support continues to expand, increasing demand for operations, maintenance, repairing, and repowering services.

Trading history

The O&M Business generated approximately £14.7 million of revenue (2024: approximately £14.4 million) and approximately £0.9 million adjusted EBITDA (2024: approximately £1.5 million) for the financial year ended 31 December 2025 (unaudited) across contracted and recurring operating and maintenance (‘O&M‘), repairing, repowering projects, and condition-monitoring revenues. The Acquisition includes approximately £3.95 million of inventory and £2.5 million net working capital.

Strong visibility to deliver significant revenue growth in 2026 and beyond

A core pillar of the O&M Business’s growth strategy is repowering, which involves replacing and upgrading ageing wind turbines with newer, more powerful and efficient models, increasing energy yield and power output. The UK Government’s strategy to accelerate onshore wind development which took effect in summer 2025 has driven a significant and immediate increase in repowering activity, as turbine owners seek to maximise feed-in-tariff revenues. This represents an attractive driver of both near-term project revenues and longer-term contracted, recurring income.

The O&M Business sales pipeline includes signed heads of terms for approximately 50 new repowering projects with average project values of approximately £450k, giving visibility over a possible £19 million repowering pipeline. By 2035, it is expected that over 50% of UK’s current onshore wind capacity will face decisions around repowering, and management have identified approximately 280 qualified repowering prospects in the near future.

This repowering opportunity is in addition to the core operating, maintenance, repairing, and remote monitoring business which delivered £12.8 million unaudited revenue in 2025 across the portfolio of over 900 turbines in the UK & Ireland. These multi-year relationships support recurring and repeatable revenue. Repowering is also often followed by multi-year O&M relationships, further strengthening longer term revenue visibility.

The O&M Business benefits from a favourable cash receipt model, with an element of upfront deposit fees and further cash received in advance of delivery of key milestones.

Medium-term strategy to achieve £50 million revenue and double-digit EBITDA margin

The Acquisition marks a pivotal milestone in the execution of EGT’s medium-term strategy to build a portfolio of revenue generating and profitable businesses in the critical infrastructure sector across the UK, Ireland, and Europe.

The Acquisition provides a platform to achieve EGT’s new medium-term target of £50 million revenue and double-digit EBITDA margins. The Company’s strategy to achieve this includes:

• Delivery of strong organic growth from the O&M Business by expanding the service offering across new and existing client relationships.
• Focus on targeted operational improvements and efficiencies to drive margin expansion.
• Focus on strong free cash flow generation to fund a progressive dividend policy from the first full year following completion of the Acquisition, targeting annual dividend growth of approximately 5%.
• Pursue a disciplined capital allocation policy for small, strategic bolt-on acquisitions to support expansion of services across the critical infrastructure sector in the UK, Ireland, and Europe, such as water, energy, roads, and data centres funded through operating cash flows supplemented by prudent leverage and deferred consideration of 1-2x EBITDA where appropriate.

Financing structure & proposed fundraise

EGT has entered into a binding SPA to acquire the O&M Businesses from the court-appointed liquidators of ACP. The Directors believe the appointment of liquidators to ACP was driven by holding company capital structure constraints rather than any deterioration in underlying performance of the O&M Business which has continued to trade profitably as ACP entered examinership and subsequently liquidation.

The Acquisition will be completed at an equity valuation of approximately £3.5 million on a cash-free, debt-free basis, representing a 2.3x 2024 EBITDA multiple and a 3.9x 2025 adjusted EBITDA multiple, which the Directors believe reflects an attractive entry valuation.

The Consideration for the Acquisition will be funded from the Company’s existing cash balance (£2.3 million, as at December 2025) and the Bridge Facilities to support the accelerated transaction timeline as part of a competitive liquidation process. Further details regarding the Bridge Facilities are set out below.

The Company intends to raise up to approximately £5 million before expenses through a placing of new ordinary shares in the Company to repay the Bridge Facilities and provide additional working capital to support the continued development and growth of the O&M Business. In addition, the Company intends to use certain funds to pursue selective strategic bolt-on acquisitions to expand the Company’s geographic footprint, broaden its service offering and enhance technical capabilities.

£1.5 million of the Bridge Facilities will automatically convert into equity at completion of the Fundraise at the Placing Price. The Company has received a further cornerstone offer of up to £1.1 million from an additional investor to participate in the placing at the Placing Price. The Company has therefore received s offers in aggregate for up to £2.6 million, representing up to 50% of the approximately £5 million placing in advance of the Fundraise.

Further details regarding the Fundraise will be announced in due course. The Company expects to post a circular and Notice of General Meeting, which will contain further details of the proposed shareholder resolutions in relation to the proposed Fundraise.

Principal terms of the Bridge Facilities

In order to facilitate the Acquisition as part of a competitive process with an accelerated timetable, the Company entered into short-term Bridge Facilities totalling £3.0 million which, alongside the Company’s existing cash resources, will fund the £3.5 million Consideration and provide sufficient working capital for the enlarged group.

The Bridge Facilities comprise three separate short-term Facilities:

Facility 1: £1.5 million provided by Roaring Waters, which carries no interest and will automatically convert into equity at the Placing Price upon completion of the Fundraise. Upon completion of the Fundraise, the Company will issue warrants to subscribe for ordinary shares in the Company to Roaring Waters equal to 35% of the commitment exercisable at the Placing Price for a six-year term. In the event the Fundraise is not completed within three months following the date of the Facility, the number of warrants issued will increase by 1% per month until the earlier of completion of the Fundraise, or the termination of the facility being 12 months from the date of this announcement.

Facility 2: £1.1 million provided by Raglan Capital an entity of which Cathal Friel, Executive Chair, is also a director. This is a 12 month facility, however it is the Company’s intention to repay this short-term loan following completion of the Fundraise in the coming weeks. The facility is a loan bearing interest of 1.75% per month for the first three months, and 2.5% per month for the remaining nine months, and includes an arrangement fee of 2.25% of the total commitment. The minimum return on the facility is 7.5% of the total commitment. No repayment of Facility 2 is permitted until Facility 1 and Facility 3 have each been repaid in full.

The Company will issue warrants to subscribe for ordinary shares in the Company to Raglan Capital equal to 25% of the committed funds, exercisable at the Placing Price for a six-year term (‘Raglan Warrants‘). The Raglan Warrants will only be issued upon completion of the Fundraise.

Raglan Capital, and parties acting in concert with it, are currently interested in approximately 33.5% of the existing voting rights of the Company. Following completion of the Fundraise, and pursuant to Facility 2 detailed above, Raglan Capital will be issued with the Raglan Warrants. Pursuant to the loan agreement between EGT and Raglan Capital, Raglan Capital has agreed not to exercise the Raglan Warrants, if following exercise of the Raglan Warrants, Raglan Capital, and parties acting in concert with it, would hold an interest above 29.9% in the voting rights of the Company or if the exercise of the Raglan Warrants would otherwise trigger, on Raglan Capital, and parties acting in concert with it, an obligation to make a general offer for all of the existing ordinary shares in the Company (not held by them) to be made under Rule 9 of the City Code on Takeovers and Mergers.

Facility 3: £400,000 provided by high net worth investors under separate facility agreements, each with a monthly interest rate of 2.5% and a minimum return of 5% of the total commitments. This is a 12 month facility, however it is the Company’s intention to repay the short-term bridge loans following completion of the Fundraise in the coming weeks. Upon completion of the Fundraise, the Company will issue warrants to subscribe for ordinary shares in the Company equal to 25% of the committed funds, exercisable at the Placing Price for a six-year term.

Each of the Bridging Facilities shall be subject to security granted by the Company with Facility 3 ranking pari passu with Facility 1 and ahead of Raglan Capital in the repayment waterfall.

Facility 1 totalling £1.5 million, will convert into ordinary shares in the Company at the Placing Price upon completion of the Fundraise. It is expected that Facility 2 and Facility 3 above, totalling £1.5 million, will be repaid in full from the net proceeds of the Fundraise upon its anticipated completion in the coming weeks.

Related Party Transaction

Raglan Capital holds an interest in 13.8% of the Company’s ordinary shares and is a Substantial Shareholder in the Company as defined by the AIM Rules for Companies (‘AIM Rules‘). Cathal Friel holds an interest in 5.3% of the Company’s Ordinary Shares and is a director of the Company and Raglan Capital.

Entering into the Bridge Facility agreement (Facility 2) with Raglan Capital constitutes a related party transaction pursuant to AIM Rule 13. The independent directors of the Company, being Daniel Akselson, James Leahy, and Michael Kearney, for the purposes of the Bridge Facility agreement (Facility 2) with Raglan Capital having consulted with the Company’s nominated adviser, Panmure Liberum, consider the terms of the Bridge Facility agreement with Raglan Capital to be fair and reasonable insofar as shareholders of the Company are concerned.

EGT’s Existing Natural Resources Assets

The Company remains focussed on generating value from its existing portfolio of European mining projects and is actively working to monetise these projects through sale or partnership with third parties in order to realise further value for our shareholders. The Olserum Rare Earth Elements (‘REE‘) project is a district scale REE system in Sweden and has been designated as a project of national importance. EGT completed a successful drill programme at the Olserum REE project in 2024, with the project now well placed to potentially contribute significantly to the supply of REEs in Europe, with both the European Union and national governments actively pursuing strategies to develop domestic supply chains of REEs in Europe. Additionally in 2025, EGT entered into an exclusive option agreement with Recovery Metals Cyprus Limited for the potential sale of the Pajala Copper project in Sweden, with discussions ongoing to progress towards the sale of the project.

Appointment of Joint Broker

Oak Securities (a trading name of Merlin Partners LLP) has been appointed as joint broker to the Company.

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

Enquiries

Notes to Editors

European Green Transition plc (AIM: EGT) is a company focused on acquiring, integrating and optimising revenue-generating and profitable services businesses in the critical infrastructure sector across the UK and Ireland.

In 2026, EGT delivered a significant milestone in this strategy by agreeing to acquire an EBITDA profitable operation, maintenance, repairing, and remote monitoring platform business which serves over 900 onshore wind turbines across the UK & Ireland. This platform includes Earthmill, Wind Energy Partnership, Silverford Engineering, and Anemos Analytics.

The Company’s strategy is to deliver sustained organic growth by expanding its service offering, driving operational efficiencies to support margin improvement, and generating strong free cash flow to fund reinvestment and a progressive dividend strategy. EGT is pursuing a disciplined capital allocation policy, including targeting selective bolt-on acquisitions across the critical infrastructure space in the UK, Ireland, and Europe, such as water, energy, roads, and data centres. The Company is also seeking to sell or partner its existing portfolio of non-core mining projects, including the Olserum Rare Earth Element (REE) Project.

Stay updated: Website | Sign up for RNS alerts | X | LinkedIn

Source