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RNS Number : 1922S Beacon Energy PLC 07 March 2023
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7 March
2023
Beacon Energy plc
("Beacon Energy" or the "Company")
Reverse Takeover Transaction
Update re PrimaryBid Offer and Publication of Pathfinder Admission Document
Beacon Energy plc (AIM:BCE), the energy company seeking
growth through acquisition or farm-in to interests in discovered upstream
projects, announces, further to the Company's announcement of 3 March 2023,
that a Pathfinder Document has been made available to potential investors on
the PrimaryBid platform in relation to the PrimaryBid Offer and has also been
made available on the Company's website. It is noted that the Pathfinder
Document is a draft Admission Document and is not intended to be relied upon
for investment purposes and does not constitute an offer of securities for
sale in any jurisdiction. The Company's Admission Document, which will include
a Notice of Extraordinary General Meeting, is intended to be published in the
coming days and will then be made available on the Company's website.
Change in Accounting Reference Date
Beacon Energy also announces that, subject to the completion of the
acquisition of Rhein Petroleum GmbH, it is changing its accounting reference
date from 31 March to 31 December to align with the reporting periods for
Rhein Petroleum GmbH, the company that Beacon Energy proposes to acquire.
As a result of the proposed change of accounting reference date the Company's
reporting calendar is expected to be:
· Publication of audited accounts for the 8 month period to 31 December
2022, no later than 30 June 2023
· Publication of unaudited accounts for the 6 month period to 30 June
2023, no later than 30 September 2023
· Publication of audited accounts for the 12 month period to 31 December
2023, no later than 30 June 2024
Proposed Issue of Accrued Fee Options
The Board has agreed that, on and subject to completion of the acquisition of
Rhein Petroleum, the Company will issue options, exercisable at nil cost, to
the Company's existing directors in lieu of accrued and unpaid fees of, in
aggregate, £212,185 during the period from 1 February 2022 to 31 December
2022 inclusive, with the number of options to be issued calculated by dividing
the outstanding fees by the price per share in respect of the fundraise
currently being completed by the Company ("Accrued Fee Options"). The final
number of Accrued Fee Options to be issued will be disclosed in the Company's
Admission Document, expected to be published later this week.
The issue of the Accrued Fee Options to the Company's existing directors is
considered to be a related party transaction for the purposes of Rule 13 of
the AIM Rules for Companies. Due to the issuance of the Accrued Fee Options to
all of the directors, there is not a director, or directors, independent of
the issue of the Accrued Fee Options to provide the necessary AIM Rule 13
related party transaction opinion. Accordingly, Strand Hanson Limited, the
Company's Nominated Adviser, confirms it is satisfied that the terms of the
Accrued Fee Options is fair and reasonable insofar as the Company's
shareholders are concerned.
Enquiries:
Beacon Energy plc +44 (0)1624 681 250
Larry Bottomley (CEO)
Stewart MacDonald (Proposed CFO)
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 / Jon Krinks
Tennyson Securities (Joint Broker) +44 (0)20 7186 9030
Peter Krens / Ed Haig-Thomas
Optiva Securities Limited (Joint Broker) +44 (0)20 3411 1881
Christian Dennis
Strand Hanson Limited, which is authorised and regulated by the Financial
Conduct Authority in the UK, is acting exclusively for the Company and no one
else in connection with Admission. Strand Hanson Limited will not regard any
other person as its client in relation to Admission and will not be
responsible to anyone other than the Company for providing the protections
afforded to its clients, nor for providing advice in relation to the contents
of this announcement or any transaction, arrangement or other matter referred
to herein.
Tennyson Securities (a trading name of Shard Capital Partners LLP), which is
authorised and regulated by the Financial Conduct Authority in the UK, is
acting exclusively for the Company and no one else in connection with
Admission. Tennyson Securities Limited will not regard any other person as its
client in relation to Admission and will not be responsible to anyone other
than the Company for providing the protections afforded to its clients, nor
for providing advice in relation to the contents of this announcement or any
transaction, arrangement or other matter referred to herein.
Optiva Securities Limited, which is authorised and regulated by the Financial
Conduct Authority in the UK, is acting exclusively for the Company and no one
else in connection with Admission. Optiva Securities Limited will not regard
any other person as its client in relation to Admission and will not be
responsible to anyone other than the Company for providing the protections
afforded to its clients, nor for providing advice in relation to the contents
of this announcement or any transaction, arrangement or other matter referred
to herein.
For further information, please visit www.beaconenergyplc.com
(http://www.beaconenergyplc.com) and @BeaconEnergyPlc on Twitter
To register for Beacon Energy's email alerts, please complete the following
form: https://www.beaconenergyplc.com/media-centre/news/#alerts
(https://www.beaconenergyplc.com/media-centre/news/#alerts)
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018.
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