Good Energy Group PLC (AIM:GOOD) entered into a conditional binding agreement to acquire Jps Renewable Energy Ltd for £14.1 million on February 12, 2024. The Acquisition is on a debt-free, cash-free, basis for an initial consideration of £7.0 million (the "Initial Consideration") with further deferred consideration of up to £6.75 million, payable in cash over a two-year period (the "Deferred Consideration"), subject to certain performance conditions. Together, the total maximum consideration is £13.75 million (the "Total Consideration").

The Initial Consideration will be satisfied by a payment of £3.7 million in cash on completion and through the allotment of 1,322,000 new ordinary shares of 5 pence each in the Company (the "Consideration Shares"). A proportion of the Consideration Shares have been placed on behalf of JPS Group's selling shareholders (the "Vendors") via a vendor placing of 842,000 Consideration Shares (the "Placing Shares") at a price of 250 pence per Placing Share (the "Placing Price") raising proceeds of approximately £2.1 million for the Vendors (the "Vendor Placing"). The Placing Price represents a discount of 9.4 per cent.

to the mid-market closing price of 276 pence on 9 February 2024, being the latest practicable date prior to the date of this announcement. The remaining 480,000 Consideration Shares (the "Vendors' Consideration Shares") will be retained by the Vendors and will be subject to a twelve-month lock-up period and orderly marketing arrangements. Henry Reast and James Rudd of Investec Bank plc ("Investec") is acting as financial advisor to Good Energy Group PLC , Joint Bookrunner and Joint Broker alongside Canaccord Genuity Limited ("Canaccord") as Joint Bookrunner and Joint Broker in connection with the Placing (together the "Joint Bookrunners").

Amy Marshall, Ashish Pandey, Eva Trost, George Barrass and Oliver Marsh of PA Consulting advised Good Energy, including providing due diligence support. Completion of the Acquisition is expected to occur on or around February 13, 2024.