REG - AIM Beacon Energy PLC - Schedule One - Beacon Energy plc

Beacon EnergyAnnouncement

24/03/2023 08:00

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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/ (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 £6.04 million
 (approximately US$7.34 million).

 The net proceeds of the Fundraise are estimated at £4.77 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 £6.04 million (gross)

 Implied market capitalisation on Admission of £11.56 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):

Significant Shareholder        Number of Ordinary Shares  Percentage of 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
 Significant Shareholder        Number of Ordinary Shares  Percentage of 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/ (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

 

* 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/ (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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