REG - Beacon Energy PLC - Result of Fundraise

Beacon EnergyAnnouncement

29/02/2024 07:15

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RNS Number : 9362E  Beacon Energy PLC  29 February 2024

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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.

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PUBLIC DOMAIN.

29 February 2024

Beacon Energy plc

 

("Beacon Energy" or the "Company")

 

Result of oversubscribed Fundraise to raise €3.0 million

 

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, further to its announcement of 28 February 2024, that it has
successfully completed its oversubscribed Placing with new and existing
institutional investors and the PrimaryBid Offer, both of which have now
closed.  The Company has raised, in aggregate, approximately €3.0
million (approximately £2.6 million) (before expenses) via the issue of
5,137,000,000 Shares at the Issue Price pursuant to the Fundraise (the
"Fundraise Shares").

 

The Placing was undertaken through an accelerated bookbuilding process managed
by Tennyson Securities.

 

Larry Bottomley, CEO of Beacon Energy, commented:

"We're pleased to have completed this fundraise and thank our new and existing
shareholders for their support in the process. Having attempted various
low-cost remedial works to bring the SCHB-2(2.) well into production at the
volumes expected from the sub-surface results of that well, it became clear
that the proposed side-track would be required.

 

As previously guided, based on the excellent reservoir properties and light
oil recovered by the well, and the higher rates of production achieved on
historic wells in the area, management maintains belief that the well can
produce at materially higher levels.

 

The SCHB-2(2.) well demonstrated a material reserve in the Erfelden field,
ranging from 4.7 - 7.2 - 10.2 million barrels in the Low, Best Estimate and
High case respectively in the Company's assessment.

 

We are delighted to have secured the rig for April and believe the side-track
will result in a flow rate that reflects the quality of the reservoir that we
have encountered.  The funds raised will ensure Beacon is fully funded for
the sidetrack, which in the success case will result in a rapid payback and
transform the Company's financial profile.

 

We look forward to updating the market through the coming months."

 

Admission and Total Voting Rights

The Placing and PrimaryBid Offer are conditional on the admission of the
Fundraise Shares to trading on AIM ("Admission"). Application has been made to
the London Stock Exchange for Admission of the 5,137,000,000 Fundraise
Shares. Subject to the Placing Agreement not having been terminated in
accordance with its terms, it is anticipated that Admission will occur
at 8.00 a.m. on or around 5 March 2024. The Fundraise Shares will
rank pari passu with the existing Ordinary Shares.

 

Upon Admission, the Company will have 18,511,679,620 Ordinary Shares in
issue. From Admission, this figure may be used by Shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency Rules.
The Fundraise Shares will represent, in aggregate, approximately 28 per
cent. of the Company's enlarged share capital on Admission. The Company
holds no Ordinary Shares in Treasury.

 

Defined terms used in this announcement shall have the same meaning as in the
Company's announcement dated 28 February 2024 unless otherwise defined
herein.

 

Enquiries:

 Beacon Energy plc                                          +44 (0)20 7466 5000

 Larry Bottomley (CEO)

 Stewart MacDonald (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 / Barry Archer / George Pope

 Tennyson Securities (Bookrunner)                           +44 (0)20 7186 9030

 Peter Krens / Ed Haig-Thomas

 

IMPORTANT INFORMATION

 

This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by Tennyson or by any of their respective Affiliates as to or in
relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly
disclaimed.

 

This Announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it (other than the Appendix in
relation to Placees) form the basis of or be relied on in connection with any
contract or as an inducement to enter into any contract or commitment with the
Company. In particular, the Placing Shares have not been, and will not be,
registered under the United States Securities Act of 1933, as amended (the
"Securities Act") or qualified for sale under the laws of any state of the
United States or under the applicable laws of any of Canada, Australia,
the Republic of South Africa, or Japan and, subject to certain exceptions,
may not be offered or sold in the United States or to, or for the account or
benefit of, US persons (as such term is defined in Regulation S under the
Securities Act) or to any national, resident or citizen
of Canada, Australia, the Republic of South Africa or Japan.

 

The distribution or transmission of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted or prohibited by law
or regulation. Persons distributing this Announcement must satisfy themselves
that it is lawful to do so. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction. No
action has been taken by the Company or the Broker that would permit an
offering of such shares or possession or distribution of this Announcement or
any other offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and the Broker
to inform themselves about, and to observe, such restrictions. In particular,
this Announcement may not be distributed, directly or indirectly, in or
into the United States, Canada, the Republic of South
Africa, Australia or Japan. Overseas Shareholders and any person
(including, without limitation, nominees and trustees), who have a contractual
or other legal obligation to forward this document to a jurisdiction outside
the UK should seek appropriate advice before taking any action.

 

This Announcement contains "forward-looking statements" which includes all
statements other than statements of historical fact, including, without
limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations, or any
statements preceded by, followed by or that include the words "targets",
"believes", "expects", "aims", "intends", "will", "may", "anticipates",
"would", "could", "indicative", "possible" or similar expressions or negatives
thereof. Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's control that
could cause the actual results, performance or achievements of the Group to be
materially different from future results, performance or achievements
expressed or implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding the Company's present
and future business strategies and the environment in which the Company will
operate in the future. These forward-looking statements speak only as at the
date of this Announcement. The Company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statements are based unless required to do so
by applicable law or the AIM Rules.

 

No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings or
losses per share of the Company for the current or future financial years
would necessarily match or exceed the historical published earnings or losses
per share of the Company.

 

Tennyson is authorised and regulated by the FCA in the United Kingdom.
Tennyson is acting as broker exclusively for the Company and no one else in
connection with the Bookbuild, Placing and Admission and the contents of this
Announcement, and will not regard any other person (whether or not a recipient
of this Announcement) as its client in relation to the Bookbuild or the
contents of this Announcement nor will it be responsible to anyone other than
the Company for providing the protections afforded to its clients or for
providing advice in relation to the contents of this Announcement. Apart from
the responsibilities and liabilities, if any, which may be imposed on Tennyson
by FSMA or the regulatory regime established thereunder, Tennyson accepts no
responsibility whatsoever, and makes no representation or warranty, express or
implied, for the Bookbuild or the contents of this Announcement including its
accuracy, completeness or verification or for any other statement made or
purported to be made by it, or on behalf of it, the Company or any other
person, in connection with the Company and the contents of this Announcement,
whether as to the past or the future. Tennyson accordingly disclaims all and
any liability whatsoever, whether arising in tort, contract or otherwise (save
as referred to above), which it might otherwise have in respect of the
contents of this Announcement or any such statement.

 

Strand Hanson Limited ("Strand Hanson") is acting as Nominated Adviser to
the Company in connection with the Placing and Admission. 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.

 

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.

 

Information to Distributors

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (a) compatible with
an end target market of (i) retail clients, as defined in point (8) of Article
2 of Regulation (EU) No 2017/565 as it forms part of the law
of England and Wales by virtue of EUWA and as from time to time modified
by or under the EUWA or other English law and any subordinate legislation made
under it; (ii) investors who meet the criteria of professional clients, as
defined in Regulation (EU) No 600/2014 as it forms part of the law
of England and Wales by virtue of EUWA and as from time to time modified
by or under the EUWA or other English law and any subordinate legislation made
under it; and (iii) eligible counterparties, as defined in the FCA Handbook
Conduct of Business Sourcebook ("COBS"); and (b) eligible for distribution
through all distribution channels as are permitted by EU Directive 2014/65/EU
on markets in financial instruments, as it forms part of the law
of England and Wales by virtue of EUWA and as from time to time modified
by or under the EUWA or other English law and any subordinate legislation made
under it (the "UK Target Market Assessment"). Notwithstanding the UK Target
Market Assessment, distributors should note that: the price of Placing Shares
may decline and investors could lose all or part of their investment; the
Placing Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The UK Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, the Broker will only procure investors who meet the criteria of
professional clients and eligible counterparties. For the avoidance of doubt,
the UK Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of COBS; or (b) a
recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to the Placing
Shares.

 

 

 

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the Product Governance Requirements) may
otherwise have with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that the Placing Shares are:
(i) compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "EU Target Market
Assessment"). Notwithstanding the EU Target Market Assessment, Placees should
note that: the price of the Placing Shares may decline and investors could
lose all or part of their investment; Placing Shares offer no guaranteed
income and no capital protection; and an investment in Placing Shares is
compatible only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate financial
or other adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any losses
that may result therefrom. The EU Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing.  Furthermore, it is noted that,
notwithstanding the EU Target Market Assessment, the Broker will only procure
investors who meet the criteria of professional clients and eligible
counterparties.  For the avoidance of doubt, the EU Target Market Assessment
does not constitute: (a) an assessment of suitability or appropriateness for
the purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.

 

Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

 

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