TIDMBCE
RNS Number : 0567U
AIM
24 March 2023
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION
IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM
RULES")
COMPANY NAME:
Beacon Energy PLC (AIM: BCE) (the "Company" or "Beacon")
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES) :
55 Athol Street
Douglas
Isle of Man
IM1 1LA
COUNTRY OF INCORPORATION:
Isle of Man
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
https://www.beaconenergyplc.com/
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE
TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
Admission is sought as a result of a reverse takeover in accordance
with AIM Rule 14.
In accordance with the Company's strategy to focus on growth
through acquisition or farm-in to oil and gas projects, the
Company entered into the SPA with Tulip Oil Holdings B.V. ("Tulip")
and Deutsche Rohstoff A.G. ("DRAG"), as announced on 16 December
2022. Pursuant to the SPA, the Company has conditionally agreed
to acquire 100 per cent. of the share capital of Rhein Petroleum
GmbH ("Rhein Petroleum") for a consideration of 3,488,549,633
new Ordinary Shares in the Company plus contingent "earn out"
consideration based on future production and exploration.
In conjunction with the Acquisition, the Company has conditionally
placed 5,491,516,026 Fundraise Shares by way of a Placing,
a Primary Bid Offer, the Subscription and the issue of the
Director and Adviser Fee Shares at the Fundraise Price of 0.11
pence to raise total gross proceeds of GBP6.04 million (approximately
US$7.34 million).
The net proceeds of the Fundraise are estimated at GBP4.77
million. The net proceeds together with the Company's existing
cash resources will be used to fund the drilling of the SCHB-2
development well onshore Germany and for general working capital
requirements.
The Acquisition constitutes a reverse takeover pursuant to
the AIM Rules and is therefore subject, among other things,
to the approval of Shareholders at the Extraordinary General
Meeting.
On Admission and following completion of the Proposals, the
members of the Concert Party will, in aggregate, be interested
in 4,445,172,797 Ordinary Shares, representing approximately
42.30 per cent. of the Enlarged Share Capital (on an undiluted
basis). The issue of the TOH Consideration Shares and the TOH
Subscription Shares would normally trigger an obligation for
an offer to be made under Rule 9 of the City Code to all the
remaining Shareholders to acquire their shares.
However, the Company has applied to the Takeover Panel for
a waiver of Rule 9 of the City Code in order to permit the
issue of the TOH Consideration Shares and the TOH Subscription
Shares to occur without triggering an obligation on the part
of the Concert Party to make a general offer to the Company's
other shareholders and the Takeover Panel has agreed to grant
the Rule 9 Waiver, subject to Independent Shareholders approving
the Rule 9 Waiver Resolution on a poll.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS
AS TO TRANSFER OF THE SECURITIES (i.e. where known, number
and type of shares, nominal value and issue price to which
it seeks admission and the number and type to be held as treasury
shares):
The Company has 1,527,613,961 existing Ordinary Shares currently
in issue.
The Company will, on Admission, issue 3,488,549,633 new Ordinary
Shares as Consideration for the Acquisition (the "Consideration
Shares"), and 5,491,516,026 new Ordinary Shares pursuant to
the Fundraise (the "Fundraise Shares").
The Fundraise Shares can further be split into 588,429,355
Director Fee Shares, 935,909,087 Adviser Fee Shares, 2,290,909,082
Placing Shares, 134,545,454 PrimaryBid Shares, 427,272,726
Director Subscription Shares, and 1,114,450,322 TOH Subscription
Shares.
The Director Fee Shares, Director Subscription Shares, the
Consideration Shares issued to Tulip, and the TOH Subscription
Shares are subject to lock-in agreements pursuant to AIM Rule
7. The Adviser Fee Shares are subject to lock-in agreements,
as described in the Company's Admission Document.
On Admission, the Company will have 10,507,679,620 Ordinary
Shares in issue and admitted to trading on AIM subject to approval
of the Proposals.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
Capital raised on Admission of GBP6.04 million (gross)
Implied market capitalisation on Admission of GBP11.56 million
at the Fundraise Price
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
63.56%
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH
THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE
OR WILL BE ADMITTED OR TRADED:
N/A
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including
any other name by which each is known):
Directors
Mr. Mark Andrew Rollins, (Non-Executive Chairman)
Mr. Larry Anthony Bottomley (Chief Executive Officer)
Mr. Stephen James Whyte (Non-Executive Director)
Mr. Ross Michael Warner (Non-Executive Director)
Proposed Directors
Mr. Stewart MacDonald (Chief Financial Officer)
Mr. Leo Willem Koot (Non-Executive Director)
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED
AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER
ADMISSION (underlining the first name by which each is known
or including any other name by which each is known):
Signi cant Shareholder Number of Ordinary Percentage of
Shares currently issued
share capital
(%)
Patraco (Hong Kong) 208,572,638 13.65
------------------ -----------------
Hargreaves Lansdown 175,166,771 11.47
------------------ -----------------
Interactive Investor 82,554,247 5.40
------------------ -----------------
Mark Rollins * 76,461,976 5.01
------------------ -----------------
Jarvis Investment Management 66,717,986 4.37
------------------ -----------------
HDSL 66,182,322 4.33
------------------ -----------------
John Geoffrey Bolitho 64,656,948 4.23
------------------ -----------------
Collin Harkins 51,688,787 3.38
------------------ -----------------
Larry Bottomley * 47,058,823 3.08
------------------ -----------------
On Admission
------------------ -----------------
Signi cant Shareholder Number of Ordinary Percentage of
Shares Enlarged Share
Capital (%)
------------------ -----------------
Tulip Oil Holding B.V. 4,256,246,528 40.51
------------------ -----------------
Anavio Capital Partners LLP 545,454,545 5.19
------------------ -----------------
Larry Bottomley * 361,993,641 3.45
------------------ -----------------
Deutsche Rohstoff AG 346,753,427 3.30
------------------ -----------------
Mark Rollins * 325,281,248 3.10
------------------ -----------------
* Larry Bottomley and Mark Rollins are both existing directors
of the Company, being the Chief Executive Officer and Chairman,
respectively
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
N/A
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION
DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
(i) 31 December
(ii) Unaudited half-yearly accounts for Beacon to 31 October
2022.
Unaudited half-yearly accounts for Rhein Petroleum GmbH to
30 June 2022.
(iii) 30 June 2023, 30 September 2023, 30 June 2024.
EXPECTED ADMISSION DATE:
11 April 2023
NAME AND ADDRESS OF NOMINATED ADVISER:
Strand Hanson Limited
26 Mount Row
Mayfair
London
W1K 3SQ
United Kingdom
NAME AND ADDRESS OF BROKER:
Tennyson Securities
65 Petty France
London
SW1H 9EU
United Kingdom
Optiva Securities Limited
118 Piccadilly
London
W1J 7NW
United Kingdom
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE
(POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE
AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
https://www.beaconenergyplc.com/
Copies of the Admission Document, which contains full details
of Beacon and its securities, are also available at the offices
of Tennyson Securities, 65 Petty France, London, SW1H 9EU
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO
APPLY
QCA Corporate Governance Code
DATE OF NOTIFICATION:
24 March 2023
NEW/ UPDATE:
NEW
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