VivoPower PLC

VivoPower PLC plans to spin off its non-Nordic AI data center assets into a new, independently capitalized company headquartered in Singapore. The new entity will house more than 2.2 gigawatts of data center assets and development opportunities located primarily in the United Arab Emirates, Oman, Saudi Arabia, Malaysia and the Philippines. It will be capitalized through a targeted pre-IPO round of institutional and sovereign investment, followed by a planned primary listing on the London Stock Exchange and a secondary listing on the Abu Dhabi Securities Exchange. VivoPower will retain de facto control of the platform through anchor shareholding, board representation and group governance linkage, while existing shareholders will not receive shares in the new entity directly but will preserve exposure through VivoPower's retained stake. The move is designed to sharpen VivoPower's focus on the Nordic market, where its 42-megawatt Mo i Rana facility in Norway remains the company's priority asset.

VivoPower has fully retired the $28.8 million principal of a shareholder loan owed to a company controlled by its executive chairman and CEO Kevin Chin. The facility, extended by founding shareholder AWN Holdings, was settled in two parts: AWN converted $16.5 million of the debt by taking 165,000 convertible preference shares as part of a $50 million private placement announced on 29 July, and the remaining $12.3 million was repaid in cash from existing balances. AWN, part of the impact investment group Arowana founded by Chin, has committed to a minimum six-month lock-up on the shares received. The transaction leaves no principal outstanding under the loan, which dates back to VivoPower's early years as a public company, though accrued interest is still to be finalised and settled. The deal was reviewed and approved by the audit and risk committee of independent directors as a related-party transaction, and the conversion was priced on the same terms offered to outside institutions in the placement, which drew backing from investors in the United Kingdom, the European Union and the Nordic region. Clearing the loan removes associated interest costs and simplifies the capital structure as VivoPower builds out artificial intelligence data centre capacity in Norway and Finland, where cheap hydroelectric and wind power and a cool climate attract operators, while also holding infrastructure in the United Arab Emirates.

VivoPower PLC has secured a definitive $50 million private investment in public equity from a group of US, European, UK and Nordic institutional investors, with the financing led by New York-based Blue Sky Capital. Blue Sky Capital, a specialist investor in AI data centers, led the strategic round, while Arctic Securities acted as sole placement agent and introduced additional institutional investors, including infrastructure and real estate-focused funds from the UK, European Union and Nordic region, as well as Nordic family offices. Gulf Cooperation Council-based family offices and entities associated with VivoPower executive chairman and CEO Kevin Chin also participated on the same terms. The net proceeds will support the operational conversion of the Mo i Rana AI data center in Norway and reduce corporate debt. The PIPE is primarily structured as convertible preference shares with a conversion price of $7.50 per share into a fixed number of Class A ordinary shares, carrying a 6% annual payment-in-kind coupon and including fixed-price warrants priced at a premium to the market, with no variable share overhang.

VivoPower has appointed Syed Muhammad Nouman as Group Finance Director, effective July 20. Nouman will also serve as Principal Financial Officer and Principal Accounting Officer for SEC reporting, following ratification by the Audit Committee. He is a Fellow Chartered Accountant with over 17 years of global finance and accounting leadership experience, having started his career at PwC and held senior roles across multiple sectors. His appointment aims to strengthen the finance function as VivoPower expands its sovereign AI data center infrastructure business and advances the planned independent listing of its Tembo subsidiary. Nouman will oversee group financial control, statutory and public company reporting, audit readiness, financial planning, working capital management, and support for M&A, joint ventures, capital raising, and transaction execution.

VivoPower is advancing a feasibility study to integrate a battery energy storage system at its 41.5 MW Mo i Rana data center in Northern Norway, targeting up to approximately USD$4 million in incremental annualized EBITDA. The co-located battery would unlock participation in three additional Nordic reserve products—FCR-N, FCR-D, and FFR—that are not economically accessible from the site's compute load alone, with revenue derived from capacity payments at prevailing 2025–2026 Nordic clearing prices. The design would preserve the full 41.5 MW leasable capacity for AI compute tenants while enhancing power quality, ride-through, and load-step buffering for modern AI workloads. Any final investment decision is subject to board approval after completion of the external feasibility study, tenant consultation, and Norwegian regulatory and grid-connection approvals.

VivoPower has decided to prioritize its AI data center business and is revising the separation plans for its non-core subsidiaries Tembo and Caret Digital. The company confirmed that the previously announced special dividend distribution for Tembo is discontinued and will be superseded by the arrangements in the Business Combination Agreement with Cactus Acquisition Corp. 1 Limited, under which the combined entity would be named Tembo Group N.V. and listed on Nasdaq, with VivoPower retaining a minority stake. For Caret Digital, the Board now favors a complete separation through a pro rata in-specie distribution of the entire share capital to VivoPower shareholders, replacing the earlier partial special dividend plan. Implementation of the Caret Digital separation remains subject to final board approval, regulatory and shareholder approvals, definitive documentation, and market conditions.