Proposed Transaction Update & Trading Restoration

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 or contact:

Lambros Anagnostopoulos	SPDI	Tel: [phone]
Rory Murphy Ritchie Balmer	Strand Hanson Limited	Tel: [phone]
Jon Belliss	AlbR Capital Limited	Tel: [phone]
Susie Geliher Will Turner	St Brides Partners Ltd	Tel: [phone]

 

END