REG - Beacon Energy PLC - Result of oversubscribed Fundraise to raise £4.3m

Beacon EnergyAnnouncement

15/09/2023 07:00

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RNS Number : 5290M  Beacon Energy PLC  15 September 2023

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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.

15 September 2023

Beacon Energy plc

 

("Beacon Energy" or the "Company")

 

Result of oversubscribed Fundraise to raise £4.3 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 14 September 2023, that it has
successfully completed its oversubscribed Placing with new and existing
institutional investors and PrimaryBid Offer, which have now closed.  The
Company has raised, in aggregate, approximately £4.3 million (before
expenses) via the issue of 2,667,000,000 Placing Shares and 200,000,000
PrimaryBid Shares at the Issue Price (together, the "Fundraise Shares").

 

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

 

Larry Bottomley, CEO of Beacon Energy, commented:

"We are delighted to have received such strong support in this process from
both existing and new investors. The Fundraise was significantly
oversubscribed, bringing a number of new high quality institutional investors
onto the shareholder register - a testament to the quality of the Company's
asset base and the scope for material value creation. The fundraise provides
welcome additional working capital to support bringing the SCHB-2(2.) well
into commercial production. We would like to thank our new and existing
investors for their support and look forward to providing further updates on
our operational progress in due course."

 

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 2,867,000,000 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 20 September 2023. The Fundraise Shares will rank pari passu with the
existing Ordinary Shares.

 

Upon Admission, the Company will have 13,374,679,620 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 21.4 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 14 September 2023 unless otherwise defined
herein.

 

 

 Enquiries:

 Beacon Energy plc                                        +44 (0)1624 681 250

 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 / Jon Krinks

 Tennyson Securities Limited (Broker)                     +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.

 

The Appendix to this Announcement (which forms part of this Announcement) sets
out the terms and conditions of the Placing. By participating in the Placing,
each person who is invited to and who chooses to participate in the Placing by
making or accepting an oral and legally binding offer to acquire Placing
Shares will be deemed to have read and understood this Announcement in its
entirety (including the Appendix) and to be making such offer on the terms and
subject to the conditions set out in this Announcement and to be providing the
representations, warranties, undertakings, agreements and acknowledgements
contained in the Appendix. The Company, the Broker and their respective
affiliates, agents, directors, officers and employees will rely upon the truth
and accuracy of the representations, warranties, undertakings, agreements and
acknowledgements contained in the Appendix.

 

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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