REG - Beacon Energy PLC - PrimaryBid Offer

Beacon EnergyAnnouncement

14/09/2023 17:30

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RNS Number : 5146M  Beacon Energy PLC  14 September 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

This Announcement does not constitute a prospectus or offering memorandum or
an offer in respect of any securities and is not intended to provide the basis
for any investment decision in respect of Beacon Energy plc or other
evaluation of any securities of Beacon Energy plc or any other entity and
should not be considered as a recommendation that any investor should purchase
any such securities.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK
VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED BY
VIRTUE OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 ("UK MAR").
UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

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

14 September 2023

 

Beacon Energy plc

("Beacon Energy" or the "Company")

PrimaryBid Offer

 

●   Beacon Energy announces a conditional offer for subscription of new
Ordinary Shares via PrimaryBid (https://primarybid.com/uk/investors) ;

●   The Issue Price for the new Ordinary Shares to be issued pursuant to
the Placing and the PrimaryBid Offer is 0.15 pence per new Ordinary Share,
representing a discount of approximately 16.7 per cent. to the closing middle
market price of 0.18 pence per existing Ordinary Share on 14 September 2023,
being the latest practicable date prior to the date and time of this
Announcement;

●   Investors can access the PrimaryBid Offer through PrimaryBid's website
(https://app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=bordeaux)
and on PrimaryBid's app
(https://primarybid.com/uk/get-the-app/?utm_source=rns&utm_medium=referral&utm_campaign=bordeaux)
;

●   Investors may also be able to take part through PrimaryBid's extensive
network of retail brokers, wealth managers and investment platforms, subject
to such partners' participation.

●   Applications for new Ordinary Shares through these partners can be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
General Investment Accounts (GIAs);

●   The PrimaryBid Offer is available to both existing shareholders and
new investors;

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

●   No commission will be charged by PrimaryBid on applications to the
PrimaryBid Offer.

PrimaryBid Offer

Beacon Energy plc (AIM:BCE), the full-cycle oil and gas company with a
portfolio of production, development, appraisal and exploration onshore German
assets through its wholly-owned subsidiary, Rhein Petroleum GmbH, is pleased
to announce, a conditional offer for subscription of new ordinary shares of
no par value each in the capital of the Company ("Ordinary Shares") via
PrimaryBid (the "PrimaryBid Offer") at an issue price of 0.15 pence per new
Ordinary Share (the "Issue Price"), representing a discount of approximately
16.7 per cent. to the closing middle market price of 0.18 pence per existing
Ordinary Share on 14 September 2023, being the latest practicable date prior
to the date and time of this Announcement. The Company is also conducting a
placing of new Ordinary Shares at the Issue Price by way of an accelerated
bookbuilding process (the "Placing") as announced earlier today.

The PrimaryBid Offer is conditional on the new Ordinary Shares to be issued
pursuant to the PrimaryBid Offer and the Placing being admitted to trading on
AIM ("Admission"). Admission is expected to take place at 8.00 a.m. (London
time) on 20 September 2023. The PrimaryBid Offer will not be completed without
the Placing also being completed.

The Company will use the gross proceeds of the Placing and the PrimaryBid
Offer for general working capital prior to the receipt of proceeds from the
sale of commercial production from the Company's Schwarzbach-2(2.) well and to
cover the expenses of the Placing and PrimaryBid Offer.

Reason for the PrimaryBid Offer

While the Placing has been structured as a non-pre-emptive offer within the
Company's existing authorities from shareholders for non-pre-emptive offers so
as to minimise cost and time to completion, the Company values its retail
investor base and is therefore pleased to provide retail investors with the
opportunity to participate in the PrimaryBid Offer.

Existing shareholders and new investors can access the PrimaryBid Offer
through PrimaryBid's website
(https://app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=bordeaux)
and on PrimaryBid's app
(https://primarybid.com/uk/get-the-app/?utm_source=rns&utm_medium=referral&utm_campaign=bordeaux)
. The PrimaryBid app is available on the UK Apple App Store and Google Play
Store.

Investors can also participate through PrimaryBid's extensive partner network
of investment platforms, retail brokers and wealth managers, subject to such
partners' participation.

Applications for new Ordinary Shares through participating partners can be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
GIAs. Some partners may only accept applications from existing shareholders.

After consideration of the various options available to it, the Company
believes that the separate PrimaryBid Offer is in the best interests of
shareholders, as well as wider stakeholders in the Company.

The PrimaryBid Offer will open to investors resident and physically located in
the United Kingdom following the release of this Announcement. The PrimaryBid
Offer is expected to close at the same time as the Placing, and may close
early if it is oversubscribed.

There is a minimum subscription amount of £500 per investor in the PrimaryBid
Offer.

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 PrimaryBid Offer without giving any reason for such
rejection.

Investors who apply for new Ordinary Shares through PrimaryBid's website or
PrimaryBid's app will not be charged any fee or commission by PrimaryBid. It
is vital to note that once an application for new Ordinary Shares has been
made and accepted via PrimaryBid, that application cannot be withdrawn.

Investors wishing to apply for new Ordinary Shares through their investment
platform, retail broker or wealth manager using their ISA, SIPP or GIA should
contact them for details of their terms and conditions, process and any
relevant fees or charges.

The new Ordinary Shares to be issued pursuant to the PrimaryBid Offer 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 new Ordinary Shares to
be issued pursuant to the Placing and the Company's existing Ordinary Shares.

For further information on PrimaryBid, the PrimaryBid Offer or for a copy of
the terms and conditions (including the procedure for application and payment
for new Ordinary Shares) that apply to registered users of PrimaryBid in
addition to the terms and conditions set out in this Announcement,
visit www.PrimaryBid.com (http://www.primarybid.com/) or email PrimaryBid at
enquiries@primarybid.com (http://enquiries@primarybid.com) .

Brokers wishing to offer their customers access to the PrimaryBid Offer and
future PrimaryBid transactions, should contact partners@primarybid.com
(http://partners@primarybid.com) .

Enquiries

 Beacon Energy plc                                        +44 (0)1624 681 250

 Larry Bottomley (CEO)

 Stewart MacDonald (CFO)

 PrimaryBid Limited                                       enquiries@primarybid.com

 Nick Smith / James Deal

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

 Rory Murphy / James Bellman

 Buchanan (Public Relations)                              +44 (0)20 7466 5000

 Ben Romney / Barry Archer / George Pope

Important notices

The PrimaryBid Offer is offered under the exemptions from the need for a
prospectus allowed under the FCA's Prospectus Regulation Rules. As such, there
is no need for publication of a prospectus pursuant to the Prospectus
Regulation Rules, or for approval of the same by the Financial Conduct
Authority (as competent authority under Regulation (EU) 2017/1129 as it forms
part of retained EU law as defined in the European Union (Withdrawal) Act
2018).

The PrimaryBid Offer is not being made into the United States, Australia,
Canada, the Republic of South Africa, Japan or any other jurisdiction where it
would be unlawful to do so.

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 Australia, Canada, the Republic of South Africa, Japan
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.

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.

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 (https://primarybid.com/uk/risk-warning)
and the PrimaryBid 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.

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