Extension of PUSU and Amendment to Proposed Terms
PUSU deadline extended to 10 November 2026; revised exchange ratio of 0.0079485 Greenland Energy shares per 80 Mile share; £3m convertible loan note proposed.
- Revised Exchange Ratio 0.0079485 Greenland Energy shares per 80 Mile share
- Valuation of existing 80 Mile issued share capital £92.01 million
- Implied 80 Mile share price approximately 1.596p
- Greenland Energy share price at close 2 November 2026 US$2.68
- Proposed convertible loan note £3 million
Select text to share a quote on X · sign in to keep highlights & notes in your 80M notes
On 8 September 2026, the boards of 80 Mile and Greenland Energy Company (“Greenland Energy”) announced that they had agreed indicative terms for a merger through an all-share acquisition of 80 Mile by Greenland Energy (the “Transaction”).
Greenland Energy was required, pursuant to Rule 2.6(a) of the Code, by no later than 5.00 p.m. on 3 November 2026 (“PUSU Deadline”) either to announce a firm intention to make an offer for 80 Mile, under Rule 2.7 of the Code, or announce that it does not intend to make an offer for 80 Mile, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.
Both Greenland Energy and 80 Mile have confirmed that due diligence work on each other is substantially complete and that they are constructively advancing negotiations on the definitive transaction documentation. To allow Greenland Energy to finalise the outstanding confirmatory due diligence and to complete the documentation required for the Rule 2.7 announcement, the Board of 80 Mile has requested consent of the Panel on Takeovers and Mergers (the “Panel”) and the Panel have consented to extend the PUSU Deadline by which Greenland Energy is required, pursuant to Rule 2.6(c) of the Code, either to announce a firm intention to make an offer for 80 Mile in accordance with Rule 2.7 of the Code, or to announce that it does not intend to make an offer for 80 Mile.
The PUSU Deadline has been extended further for a period of 7 days in accordance with Rule 2.6(c) of the Code and Greenland Energy is now required by no later than 5.00 p.m. (London time) on 10 November 2026 (the “Extended PUSU Deadline”) to either announce a firm intention to make an offer for 80 Mile in accordance with Rule 2.7 of the Code or announce that it does not intend to make such an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended further with the consent of 80 Mile and the Panel in accordance with Rule 2.6(c) of the Code.
Amendment to Proposed Terms
Following further discussions between Greenland Energy and 80 Mile, Greenland Energy no longer intends to issue warrants to existing Greenland Energy shareholders to subscribe for Greenland Energy shares as initially outlined in the Rule 2.4 Announcement dated 8 September 2026. As a consequence 80 Mile shareholders will not suffer the dilutive impact of this instrument and the exchange ratio has been amended to in part reflect this. The revised exchange ratio is expected to be approximately:
0.0079485 of a new Greenland Energy share of common stock of $0.0001 par value ("Greenland Energy Shares") for each existing and to be issued 80 Mile ordinary share of 0.01p each ("80 Mile Shares"). (“Revised Exchange Ratio”).
The Revised Exchange Ratio assumes that 160,500,000 new 80 Mile Shares are issued pursuant to the exercise of share options or warrants of 80 Mile, being those options or warrants with an exercise price lower than the implied current value per 80 Mile Share of the Revised Exchange Ratio. The Revised Exchange Ratio values the existing issued share capital of 80 Mile at £92.01 million which translate to an implied current 80 Mile share price of approximately 1.596p based on a closing Greenland Energy share price at the close of business on 2 November 2026 of US$2.68 and at a 1 USD: 1 GBP exchange ratio of 0.75.
Proposed Funding of 80 Mile
Subject to the consent of the Panel, 80 Mile is also pleased to announce that Greenland Energy has indicated its intention to provide the Company with an unsecured convertible loan note of £3 million (the “Loan Note”) with a tenure of 12 months, at the same time as a firm offer under Rule 2.7 of the Code is made for 80 Mile. 80 Mile’s current cash resources are not expected to be sufficient to execute its articulated strategy through to completion of the Transaction, which could take several months to complete, especially regarding the ramp-up of the Italian biodiesel operations. The Board has therefore concluded that securing committed interim funding is necessary to protect business continuity and the value of the Company for all shareholders.
The detailed terms of the Loan Note remain subject to agreement between the parties and will include provisions relating to interest rate, term, conversion price, and final agreement on the use of funds and the consent of the Panel. Further details will be announced in due course, as appropriate.
Important Takeover Code Note
There can be no certainty that any firm offer will be made nor as to the final terms of such offer, even if the pre-conditions referred to above are satisfied or waived. Accordingly, shareholders are advised to take no action in this regard. Further announcements will be made as and when appropriate. Discussions remain ongoing, confirmatory due diligence has not been completed and the parties have not entered into definitive Transaction documentation.
This announcement has been made with the prior consent of Greenland Energy.
Greenland Energy also reserves the right to amend the terms of any offer, including making the offer at a lower value (but for the avoidance of doubt on no less favourable terms than as required by Rule 6 of the Code, save with the consent of the Panel:
- with the recommendation or consent of the 80 Mile board;
- if 80 Mile announces, declares or pays any dividend or any other distribution or return of value to shareholders after the date of this announcement, in which case Greenland Energy reserves the right to make an equivalent reduction to the terms of its proposal;
- following the announcement by 80 Mile of a Rule 9 waiver pursuant to the Code; or
- if a third party announces a firm intention to make an offer for 80 Mile.
The Board of 80 Mile will make a further announcement in due course, and as appropriate.
80 Mile continues to remain in an ‘offer period’ in accordance with the rules of the Code, and the attention of 80 Mile shareholders and Greenland Energy shareholders is drawn to the continuing disclosure requirements of Rule 8 of the Code, which is summarised below.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.