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

Beacon EnergyAnnouncement

19/02/2026 08:00

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RNS Number : 5551T  AIM  19 February 2026

 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://beaconenergyplc.com/ (https://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 of the Company's enlarged share capital is sought pursuant to a
 proposed reverse takeover in accordance with AIM Rule 14 ("Admission").

 In accordance with the Company's strategy to focus on growth through
 acquisition or farm-ins to oil and gas projects, the Company has entered into
 a Share Purchase Agreement with Reabold Resources plc ("Reabold") in relation
 to the acquisition of a significant indirect interest in LNEnergy Limited
 ("LNEnergy"), as announced on 7 October 2025 (the "SPA").

 LNEnergy, through its wholly owned subsidiary LNEnergy S.r.l., holds a 90 per
 cent. interest in the Colle Santo gas field in Abruzzo, Italy, one of the
 largest onshore proven undeveloped gas field in mainland Western Europe, with
 73 Bcf of gross 2P reserves (RPS estimate, October 2025). The Colle Santo
 project is fully appraised and development-ready with no requirement for
 additional drilling prior to first gas; two production-ready wells (MP-1 and
 MP-2) have delivered a combined test rate of 20.5 mmcf/d, and seven of eight
 historical wells have tested gas.

 Pursuant to the SPA, the Company has conditionally agreed:

 (i)         on Admission to complete the first acquisition, being the
 acquisition of 49 per cent. of LNE IOM Ltd, a special purpose vehicle set up
 to hold the shares in LNEnergy, equating to an indirect interest of
 approximately 24 per cent. in LNEnergy at Admission (the "First Acquisition");
 and

 (ii)        subject to the anticipated award of the production
 concession for the Colle Santo project (expected mid-2026) which may require,
 for the avoidance of doubt, Italian regulatory approval for a change of
 control, the second acquisition, being the acquisition of the remaining 51 per
 cent. of LNE IOM Ltd, equating to a further indirect interest of approximately
 24 per cent. in LNEnergy and taking the Company's indirect interest to
 approximately 48 per cent. in LNEnergy (the "Second Acquisition"). On
 completion of the Second Acquisition, Beacon will hold a 43.2 per cent.
 indirect interest in the Colle Santo gas field.

 In conjunction with Admission, the Company has conditionally placed
  97,191,443 new ordinary shares of nil par value in the Company ("Ordinary
 Shares") (the "Fundraise Shares") by way of a Placing, the WRAP Offer, the
 Director Subscription, the Subscription and the issue of the Director and
 Adviser Fee Shares at the price of 3.9 pence (the "Fundraise Price") to raise
 total gross proceeds of £3.79 million (the "Fundraise").

 The net proceeds of the Fundraise are estimated at £3.05 million. The net
 proceeds together with the Company's existing cash resources will be used to
 progress the Colle Santo Asset to final investment decision ("FID"), as well
 as fund corporate working capital.

 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 (the "Proposals").

 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 18,511,680 existing Ordinary Shares currently in issue.

 The Company will, on Admission, issue 9,086,917 new Ordinary Shares as
 Consideration for the First Acquisition (the "Consideration Shares"), and
 97,191,443 new Ordinary Shares pursuant to the Fundraise (the "Fundraise
 Shares").

 The Fundraise Shares can further be split into 30,185,758 Placing Shares,
 19,230,769 Reabold Subscription Shares, 1,440,519 WRAP Shares, 1,923,076
 Director Subscription Shares, 26,117,750 Director Fee Shares and 15,236,845
 Adviser Fee Shares.

 The Director Fee Shares, Director Subscription Shares, Adviser Fee Shares and
 the Consideration Shares issued to Reabold are subject to lock-in agreements.

 On Admission, the Company will have 124,790,040 Ordinary Shares in issue and
 admitted to trading on AIM subject to approval of the Proposals.

 Following completion of the Second Acquisition, the Company will have
 134,247,852 Ordinary Shares in issue and admitted to trading on AIM.

 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
 MARKET CAPITALISATION ON ADMISSION:

 Capital raised on Admission of £3.79 million (gross)

 Implied market capitalisation on Admission of £4.87 million at the Fundraise
 Price

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 36.62%

 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

 THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

 No

 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):

 Mr. Mark Andrew Rollins (Non-Executive Chairman and Director)

 Mr. Stewart Macdonald (CEO and Director)

 Mr. Ross Michael Warner (Non-Executive Director)

 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):
 Before Admission
 Significant Shareholder    Number of Ordinary Shares  Percentage of currently issued share capital (%)
 Tulip Oil Holding B.V.     4,256,247                 21.99%
 On Admission
 Significant Shareholder    Number of Ordinary Shares  Percentage of Enlarged Share Capital (%)
 Reabold Resources plc           28,317,686           22.69%
 Stewart MacDonald               10,847,369           8.69%
 Tulip Oil Holding B.V.            9,813,454          7.86%
 Mark Rollins                      9,079,697          7.28%
 WFW                               6,410,256          5.14%
 Tennyson                          5,108,641          4.09%
 Larry Bottomley                   4,881,000          3.91%

 

 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 each year; current period ends 31 December
 2026

 (ii)        30 June 2025 (unaudited interim financial information)

 31 December 2024 (most recent audited financial year)

 (iii)       30 June 2026, 30 September 2026, 30 June 2027

 EXPECTED ADMISSION DATE:

 6 March 2026

 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

 Second Floor

 26 Caxton Street

 London

 SW1H 0RJ

 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:

 The Admission Document, which contains full details of Beacon and its
 securities, is available at https://www.beaconenergyplc.com/
 (https://www.beaconenergyplc.com/)

 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 QCA Corporate Governance Code

 DATE OF NOTIFICATION:

 19 February 2026

 NEW/ UPDATE:

 NEW

 

 

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 each year; current period ends 31 December
2026

 

(ii)        30 June 2025 (unaudited interim financial information)

31 December 2024 (most recent audited financial year)

 

(iii)       30 June 2026, 30 September 2026, 30 June 2027

 

EXPECTED ADMISSION DATE:

 

6 March 2026

 

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

Second Floor

26 Caxton Street

London

SW1H 0RJ

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:

 

The Admission Document, which contains full details of Beacon and its
securities, is available at https://www.beaconenergyplc.com/
(https://www.beaconenergyplc.com/)

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

QCA Corporate Governance Code

 

DATE OF NOTIFICATION:

 

19 February 2026

 

NEW/ UPDATE:

 

NEW

 

 

 

 

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