REG - Beacon Energy PLC - PrimaryBid Offer

Beacon EnergyAnnouncement

03/03/2023 13:45

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RNS Number : 8844R  Beacon Energy PLC  03 March 2023

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF BEACON ENERGY PLC.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 779021).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, CANADA OR JAPAN.

3 March 2023

 

Beacon Energy plc

("Beacon Energy" or the "Company")

PrimaryBid Offer

·   Beacon Energy announces a retail offer via PrimaryBid;

·   The price will be determined at the close of the Placing;

·   Investors can access the PrimaryBid Offer by visiting
www.primarybid.com (http://www.primarybid.com) and downloading the PrimaryBid
mobile app;

·   Investors may also be able to take part through PrimaryBid's extensive
network of retail brokers, wealth managers and investment platforms.
Subscriptions through these partners can be made from tax efficient savings
vehicles such as ISAs or SIPPs, as well as General Investment Accounts (GIAs);

·   The issue price for the Retail Shares will be equal to the Placing
Price;

·   There is a minimum subscription of £500 per investor in the PrimaryBid
Offer;

·   No commission is charged by PrimaryBid on applications to the
PrimaryBid Offer.

PrimaryBid Offer

Beacon Energy (AIM:BCE), the energy company seeking
growth through acquisition or farm-in to interests in discovered upstream
projects is pleased to announce, a conditional offer for subscription via
PrimaryBid (the "PrimaryBid Offer") of new Ordinary Shares no par value each
in the Company ("Retail Shares") . The Company also intends to conduct a
placing of new Ordinary Shares (the "Placing Shares") (the "Placing") as
announced on 16 December 2022. The price at which the Placing Shares are to be
placed (the "Placing Price") will be determined at the close of the Placing.
The issue price for the Retail Shares will be equal to the Placing Price. As
announced by the Company on 16 December 2022, the Company has entered into a
conditional share purchase agreement relating to the purchase of the entire
issued and to be issued capital of Rhein Petroleum GmbH (the "Acquisition").

The PrimaryBid Offer is subject to shareholder approval at a General Meeting
of the Company to be held on or around 24 March 2023, the placing agreement in
connection with the Placing having been entered into, become unconditional
save for Admission (defined below) and not having been terminated prior to
Admission. The PrimaryBid Offer and the Placing are further conditional on
the new Ordinary Shares to be issued pursuant to the PrimaryBid Offer, the
Placing being admitted to trading on AIM ("Admission") and completion of the
Acquisition ("Completion"), which shall occur concurrently with
Admission. Admission is expected to be take place at 8.00 a.m. on or around
28 March 2023. The PrimaryBid Offer will not be completed without the Placing
also being completed. The PrimaryBid Offer will be capped and will not exceed
the public offer threshold detailed at Article 3(2) of the UK version of
Regulation (EU) No 596/2014 which is part of UK law by virtue of the European
Union (Withdrawal) Act 2018.

Following Completion, the Company will use the funds raised to finance the
drilling, completion, tie-back and bringing into production the Schwarzbach-2
well and required working capital.

Reason for the PrimaryBid Offer

The Company values its retail investor base and is therefore pleased to
provide private and other investors the opportunity to participate in the
PrimaryBid Offer by applying through the PrimaryBid mobile app available on
the Apple App Store and Google Play. Investors may also be able to subscribe
to the PrimaryBid Offer using their ISAs, SIPP or GIA by contacting their
retail broker, wealth manager or investment platform. PrimaryBid does not
charge investors any commission for these services.

Brokers wishing to offer their customers access to the Retail Offer, and
future PrimaryBid transactions, should contact partners@primarybid.com.

The PrimaryBid Offer, will be open to individual and institutional investors
following the release of this announcement. The PrimaryBid Offer is expected
to close at 4.30 p.m. on 7 March 2023. The PrimaryBid Offer may close early if
it is oversubscribed.

The Company reserves the right to scale back any order at its discretion. The
Company and PrimaryBid reserve the right to reject any application for
subscription under the Offer without giving any reason for such rejection.

No commission is charged to investors on applications to participate in the
PrimaryBid Offer made through PrimaryBid.  It is vital to note that once an
application for Retail Shares has been made and accepted via PrimaryBid, an
application cannot be withdrawn.

For further information on PrimaryBid or the procedure for applications under
the PrimaryBid Offer, visit www.PrimaryBid.com (http://www.primarybid.com/)
 or email PrimaryBid at enquiries@primarybid.com.

The Retail Shares will be issued free of all liens, charges and encumbrances
and will, when issued and fully paid, rank pari passu in all respects with
the Company's existing Ordinary Shares.

 Beacon Energy plc                                       +44 (0)1624 681 250

 Larry Bottomley (CEO)

 Stewart MacDonald (Proposed CFO)

 PrimaryBid Limited                                      enquiries@primarybid.com

 Nick Smith / James Deal

 Strand Hanson Limited, Financial and Nominated Advisor  +44 (0)20 7409 3494

 Rory Murphy / James Bellman

 

Details of the PrimaryBid Offer

The Company highly values its retail investor base which has supported the
Company alongside institutional investors over several years. Given the
longstanding support of retail shareholders, the Company believes that it is
appropriate to provide retail and other interested investors the opportunity
to participate through the PrimaryBid Offer. The Company is therefore making
the PrimaryBid Offer available through the PrimaryBid.

The PrimaryBid Offer is offered under the exemptions against the need for a
prospectus allowed under the Prospectus Rules. As such, there is no need for
publication of a prospectus pursuant to the Prospectus Rules, or for approval
of the same by the Financial Conduct Authority in its capacity as the UK
Listing Authority. The PrimaryBid Offer is not being made into the United
States, its territories or possessions, the Republic of Ireland, Australia,
Canada, Japan, the Republic of Ireland, Australia, Canada, Japan, the Republic
of South Africa (the "Restricted Jurisdictions") or any other jurisdiction
where it would be unlawful to do so.

There is a minimum subscription of £500 per investor under the terms of the
PrimaryBid Offer which is open to existing shareholders and other investors
subscribing via PrimaryBid.

For further details please refer to the PrimaryBid website
at www.PrimaryBid.com (http://www.primarybid.com/) . The terms and conditions
on which the PrimaryBid Offer is made, including the procedure for application
and payment for new Ordinary Shares, is available to all persons who register
with PrimaryBid.

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this Announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

Strand Hanson, which is authorised and regulated by the FCA in the United
Kingdom, is acting as Nominated Adviser to the Company in connection with the
Placing. Strand Hanson has not authorised the contents of, or any part of,
this Announcement, and no liability whatsoever is accepted by Strand Hanson
for the accuracy of any information or opinions contained in this Announcement
or for the omission of any material information. The responsibilities of
Strand Hanson as the Company's Nominated Adviser under the AIM Rules for
Companies and the AIM Rules for Nominated Advisers are owed solely to London
Stock Exchange plc and are not owed to the Company or to any director or
shareholder of the Company or any other person, in respect of its decision to
acquire shares in the capital of the Company in reliance on any part of this
Announcement, or otherwise.

 

It should be noted that a subscription for new Ordinary Shares and investment
in the Company carries a number of risks. Investors should consider the risk
factors set out on www.PrimaryBid.com (http://www.PrimaryBid.com) and the
PrimaryBid mobile app before making a decision to subscribe for new Ordinary
Shares. Investors should take independent advice from a person experienced in
advising on investment in securities such as the new Ordinary Shares if they
are in any doubt.

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

This Announcement and the information contained herein, is restricted and is
not for publication, release or distribution, directly or indirectly, in whole
or in part, in or into any Restricted Jurisdiction or any other jurisdiction
in which such publication, release or distribution would be unlawful.
Further, this Announcement is for information purposes only and is not an
offer of securities in any jurisdiction.

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