Earnz to acquire A&D Carbon Solutions for up to £2.8 million

LONDON - Earnz plc (AIM:EARN) has entered into a conditional agreement to acquire A&D Carbon Solutions Ltd for a maximum consideration of £2.8 million, according to a circular sent to shareholders on Wednesday.

The energy services company will fund the acquisition through a £1.023 million placing of 14,201,965 new shares at 7.2 pence per share, with the proceeds also being used for general working capital. The placing shares are expected to be issued on June 17.

The acquisition includes initial consideration of £1.3 million, comprising £840,000 in cash, £260,000 in consideration shares, and £200,000 held in escrow dependent on performance targets. Additional deferred consideration of up to £1.5 million will be payable based on A&D meeting EBITDA targets over the next two years.

A&D Carbon Solutions delivers decarbonization solutions including external wall insulation, cavity wall insulation, air source heat pumps, and solar panels, primarily focused on improving residential properties’ Energy Performance Certificate ratings through government funding schemes.

For the nine months ended April 30, 2025, A&D reported unaudited revenue of £2.89 million, EBITDA of £216,000, and profit before tax of £163,000.

Following the acquisition, Peter Smith, former CEO of Sureserve Group PLC, will be appointed as Group CEO, while current executive chairman Bob Holt will become Non-Executive Chair.

The board expects that following the acquisition, the enlarged group will generate revenue of approximately £14 million and adjusted EBITDA of approximately £0.5 million for the year ending December 31, 2025.

Earnz has convened a general meeting for June 30 to seek shareholder approval for the transaction. All directors are participating in the placing and have recommended shareholders vote in favor of the resolutions.

The information in this article is based on a press release statement from Earnz plc.

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