Secure Prop Regulatory News (SPDI)

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

5 November 2025

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

Loan to AdvEn Industries, Potential RTO & Suspension

Advance of a Loan to AdvEn Industries Inc. ("AdvEn Industries"), a wholly owned subsidiary of AdvEn Inc. ("AdvEn"), a company focused on energy storage

and

Potential Reverse Takeover & Suspension of Trading

Secure Property Development and Investment Limited (AIM: SPDI), the South Eastern European focused property company, is pleased to announce the following developments:

SPDI has been in discussions with the management and shareholders of AdvEn, a disruptive growth company utilizing its patented and patent pending technology to develop and manufacture products for the large and growing energy storage market, over the previous six months about a potential acquisition of the business by SPDI (the "Potential Transaction"). Preliminary due diligence has now been undertaken by both parties and there is mutual willingness to proceed with the Potential Transaction per the terms of a non-binding heads of terms (save that exclusivity, the advance of loans, termination, costs and other customary terms are binding) entered into today between SPDI and AdvEn Inc. UK Ltd ("AdvEn UK") (which, as part of the Potential Transaction, would undertake a share-for-share exchange ("Share Swap") with AdvEn, to become the parent company of the AdvEn group).

Commencement of discussions in relation to the Potential Transaction follows the contribution of SPDI's property assets to Arcona Property Fund N.V. ("APF") through a cash and APF share/warrant transaction, as well as direct sales into the property market, leaving SPDI with no property assets currently on its books, while the SPDI shareholders have become invested in Central and Eastern European properties through their participation in the equity of APF. After taking into account the disposals of property interests, the current state of the South Eastern European property market and the geopolitical conditions in South Eastern Europe, including the war in Ukraine, the SPDI board of directors considers that a potential change in the Company's strategy towards energy storage may be more beneficial to its shareholders.

Suspension of Trading on AIM

The Potential Transaction would be classified as a reverse takeover transaction (the "RTO") pursuant to AIM Rule 14 of the AIM Rules for Companies (the "AIM Rules") which SPDI is subject to. Accordingly, the Company's ordinary shares of €0.01 each will be suspended from trading on AIM as of 7.30 a.m. tomorrow with such suspension persisting until the Company is able to publish an admission document according to the AIM Rules (the "AIM Admission Document") in relation to the Potential Transaction, or provides confirmation that the Potential Transaction is no longer proceeding. The Company is working towards publishing the AIM Admission Document, which would provide further details on AdvEn, and the enlarged group, and convene the necessary general meeting for SPDI shareholders to vote on the Potential Transaction, which is proposed to be completed by 30 June 2026.

Summary of AdvEn's business model

AdvEn operates a vertically integrated business model which spans the full carbon-to-electrode value chain, producing and commercialising advanced carbon materials for the global energy storage sector. AdvEn's proprietary Advanced Super Activated Carbon (ASAC) and dry electrode (ESAC) technologies convert carbon-rich waste streams into high-performance materials for use in supercapacitors and batteries. This process offers a sustainable, cost-efficient alternative to conventional carbon sources while significantly reducing emissions and energy consumption.

AdvEn's first commercial-scale ASAC facility in Alberta, Canada anchors its production platform, establishing asset-backed near-term revenues and demonstrating the scalability of its proprietary technology.

AdvEn's growth model combines direct ASAC material sales with a capital-light, high-margin licensing strategy for its ESAC dry electrode technology. AdvEn plans to expand ASAC production capacity from its current 1,200 metric tonnes per annum toward 10,000 MT per annum by 2028-2029 through modular, easily replicable plants across North America and Europe. In parallel, AdvEn expects to launch ESAC licensing and joint ventures from 2026-2027, enabling regional partners to localise electrode manufacturing with reduced energy intensity and lower environmental impact.

Together, these platforms allow AdvEn to capture value across the energy storage materials value chain, providing customers with ESG-compliant, locally sourced alternatives to constrained global supplies.

With its combination of proprietary technology, protected intellectual property, and early commercial traction, AdvEn is positioned for sustained growth within the rapidly expanding global energy storage market. AdvEn projects a path to achieve over £300 million in annual revenues and EBITDA margins exceeding 50% at scale within the next five years. Supported by non-dilutive government grants, low-cost financing initiatives, and growing customer demand, AdvEn represents a strategically attractive platform for advancing the decarbonisation and localisation of energy storage materials supply chains.

Summary of the heads of terms entered into by the parties

RTO and the Readmission

The Company and AdvEn UK have today entered into a non-binding heads of terms, pursuant to which the Company proposes to acquire the entire issued share capital of AdvEn UK in exchange for the issue of ordinary shares in the share capital of SPDI, with readmission (the "Readmission") of the Company to trading on AIM proposed to be completed by 30 June 2026. AdvEn UK and SPDI intend to (i) in the immediate term, raise money to fund AdvEn's plant optimisation and recommissioning; and (ii) raise working capital via a placing of new ordinary shares of SPDI in conjunction with Readmission.

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, SPDI shareholder approval, as well as negotiation and entry into a final binding share purchase agreement.

Funding provided to AdvEn Industries

In accordance with the heads of terms, and in order to assist AdvEn with managing various cashflow obligations as part of further rolling out its business model, SPDI has agreed to advance loans to AdvEn Industries in connection with the Potential Transaction as set out below.

SPDI has advanced an initial secured loan of $250,000 to AdvEn Industries, which attracts at annual interest rate of 10 per cent. and, subject to customary terms of default, is repayable by 31 December 2025, with a possibility for an extension of up to two months, in which case an additional amount of €25,000 will be added to the initial capital. SPDI sourced the funds needed to provide this loan from a company in which the Company's CEO has a minority interest.

The Company has today agreed to advance a second secured loan of €250,000 to AdvEn Industries, which attracts an annual interest rate of 10% and, subject to customary terms of default, is repayable by the later of 31 March 2026 or, if Readmission has not occurred by then, the earlier of Readmission and 30 June 2026. In order to extend this loan, SPDI borrowed €245,000, on a secured basis, at an annual interest rate of 6%, from Badoli Investments Limited, being a company in which the Company's CEO exercises control (the "Director Loan"). The Director Loan is repayable by SPDI by no later than 31 March 2026, which could be postponed to the date of Readmission at the request of SPDI, but in any case no later than 30 June 2026.

Related Party Transaction

The Company entering into the Director Loan constitutes a related party transaction for the purposes of AIM Rule 13 of the AIM Rules. Accordingly, the Independent Directors, being Michael Beys, Harin Thaker, Ian Domaille and Antonios Kaffas, consider, having consulted with Strand Hanson Limited, the Company's Nominated Adviser, that the terms of the Director Loan are fair and reasonable insofar as the Company's shareholders are concerned.

SPDI Chairman of the Board, Michael Beys, commented, "The loans provided by SPDI to AdvEn open the door for SPDI to tap the currently very interesting market of energy storage, where AdvEn has proprietary technology and is about to commission their activated carbon production plant in Canada. Entering the energy storage market, which has recently become a global and fast growing one, while exiting the South Eastern Europe, including Ukraine, property market may be the correct move for SPDI in the near future. Working together with AdvEn has showed the potential of such strategic move, which we expect will substantially benefit our shareholders in the medium term generating further value for them. As a Board, we thank the CEO for investing into SPDI in order to help progress the transaction with AdvEn."

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