REG - Beacon Energy PLC - PrimaryBid Offer

Beacon EnergyAnnouncement

28/02/2024 17:15

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RNS Number : 8493E  Beacon Energy PLC  28 February 2024

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 UKVERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS
PART OF UKLAW 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).

28 February 2024

 

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 0.05 pence per new Ordinary
Share, representing a discount of approximately 28 per cent. to the closing
middle market price of 0.07 pence per existing Ordinary Share on 27
February 2024, being the latest practicable date prior to the date and time of
this Announcement;

●   Investors can 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 0.05 pence per new
Ordinary Share (the "Issue Price"), representing a discount of approximately
28 per cent. to the closing middle market price of 0.07 pence per
existing Ordinary Share on 27 February 2024, 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 5 March 2024. The PrimaryBid Offer will not be
completed without the Placing also being completed.

The gross proceeds of the Placing and the PrimaryBid Offer, combined with the
Company's existing unrestricted cash, will be used as follows:

 

·      Drilling and completion of the side
track
                                €2.1m

·      Payment of outstanding costs due before end April 2024 related to
the SCHB-2(2.) well    €1.1m

·      General working capital and to cover the expenses of the
Fundraise
                                €1.0m

 

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 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 wishing to apply for new Ordinary Shares should contact their
investment platform, retail broker or wealth manager for details of their
terms and conditions, process (including for using their ISA, SIPP) 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.

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)20 7466 5000

 Larry Bottomley (CEO)

 Stewart MacDonald (CFO)

 PrimaryBid Limited                                         enquiries@primarybid.com (mailto: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 contact their
investment platform, retail broker or wealth manager for details of any
relevant risk warnings. 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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