REG - Beacon Energy PLC - Results of the EGM

Beacon EnergyAnnouncement

05/04/2023 10:30

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RNS Number : 4724V  Beacon Energy PLC  05 April 2023

5 April 2023

 

Beacon Energy plc

("Beacon Energy" or the "Company")

 

Results of the EGM

 

Beacon Energy plc (AIM:BCE (AIM%3AADV) ), the energy company seeking
growth through acquisition or farm-in to  interests in discovered upstream
projects, is pleased to announce that at the Company's Extraordinary General
Meeting held earlier today ("EGM"), all resolutions including the special
resolutions proposed were duly passed on a poll.

 

The Existing Ordinary Shares will be cancelled from trading on AIM and the new
Ordinary Shares, including the Placing Shares, the Consideration Shares, the
Primary Bid Shares, the TOH Subscription Shares, the Director Subscription
Shares, the Director Fee Shares and the Adviser Fee Shares are expected to be
admitted to trading on AIM with effect from 8.00 a.m. on 11 April 2023 under
the ISIN of IM00BKSCP798. Following Admission, the Company will have
10,507,679,620 Ordinary Shares in issue.

 

In addition, on Admission, as set out in the Admission Document, the following
Proposals will become unconditional in all respects:

 

·    The Acquisition by the Company of the entire issued and to be issued
share capital of Rhein Petroleum GmbH, which comprises of a reverse takeover
for the purposes of Rule 14 of the AIM Rules for Companies, pursuant to the
terms of the SPA;

·    The waiver under Rule 9 of the UK City Code on Takeovers and Mergers;

·    The issue of 3,488,549,633 Consideration Shares, 588,429,355 Director
Fee Shares, 935,909,087 Adviser Fee Shares, 2,290,909,082 Placing Shares,
134,545,454 PrimaryBid Shares, 427,272,726 Director Subscription Shares and
1,114,450,322 TOH Subscription Shares; and

·    The appointment of Stewart MacDonald and Leo Koot to the Board as
Chief Financial Officer and Non-executive director, respectively.

 

Director Shareholdings

 

Further to the passing of, inter alia, Resolution 3, the Director Fee Shares
and Director Subscription Shares will now be issued and the resultant
beneficial interests in the Company's new Ordinary Shares of the relevant
individuals on Admission will be as set out below:

 

 Director           Number of Existing Ordinary Shares  Director Subscription  Number of Director Fee Share(1)  Number of Ordinary Shares on Admission  Percentage of Enlarged

                                                        Shares                                                                                          Share Capital (%)
 Mark Rollins       76,461,976                          159,090,909            89,728,363                       325,281,248                             3.10
 Stephen Whyte(2)   391,266                             22,727,272             29,610,360                       52,728,898                              0.50
 Ross Warner        205,287                             -                      -                                205,287                                 0.00
 Larry Bottomley    47,058,823                          68,181,818             246,753,000                      361,993,641                             3.45
 Stewart MacDonald  -                                   18,181,818             192,727,272                      210,909,090                             2.01
 Leo Koot(3)        -                                   159,090,909            -                                159,090,909                             1.51

 

¹The Director Fee Shares will be held in escrow in a subsidiary of the
Company and will be released to the Directors as appropriate after two years.

² Stephen Whyte's interest is held in the name of Nicola Louise Whyte, his
wife.

(3)29,610,360 Director Fee Shares that were to be held for the benefit of Leo
Koot will now be held for the benefit of Tulip Oil Holding B.V. on Admission
and as such are included in its holding as set out below.

 

 

Further to the passing of the Proposals, 770,542,318 Options over new Ordinary
Shares have been granted to directors. The number of Options over new Ordinary
Shares granted to each recipient is as set out below:

 

 Director           Existing Options and Warrants  New Options be granted on Admission  Total Options

                                                                                        on Admission
 Mark Rollins       71,898,823                     117,768,476                          142,608,476
 Stephen Whyte      1,670,000                      56,080,226                           57,750,226
 Ross Warner        5,180,000                      56,080,226                           61,260,226
 Larry Bottomley    78,728,823                     362,652,136                          394,322,136
 Stewart MacDonald  -                              177,961,254                          177,961,254

 

 

Admission and Total Voting Rights

 

Application has been made to the London Stock Exchange for the up to
10,507,679,620 new Ordinary Shares to be admitted to trading on AIM
("Admission").  It is expected that Admission will become effective and that
dealings in the New Ordinary Shares will commence at 8.00 a.m. on 11 April
2023. The new Ordinary Shares will trade under the new ISIN of IM00BKSCP798.
There are no Ordinary Shares held in treasury.

 

Maximum Controlling Position

 

On Admission, the members of the Concert Party will, in aggregate, be
interested in 4,445,172,797 Ordinary Shares, representing approximately 42.30
per cent. of the Enlarged Share Capital (on an undiluted basis). The following
table sets out the Concert Party's shareholdings in the Enlarged Group on
Admission.

 

                                                                                      % of Enlarged

                                                                                      Share

                                                    No. of                            Capital on
                                                    Ordinary Shares                   Admission

                                                    in Enlarged Group on Admission    and maximum controlling position

 Concert Party Member
 Tulip Oil Holding B.V.                             4,285,856,888*                    40.79**
 Leo Koot                                           159,090,909                       1.51
 Held within Barclays Bank plc                      225,000                           0.00

 and managed for clients on a discretionary basis

 Total                                              4,445,172,797                     42.30

 

*inclusive of 29,610,360 Director Fee Shares that were to be held in escrow
for the benefit of Leo Koot but will now be held for the benefit of Tulip Oil
Holding B.V. on Admission

** The maximum controlling position (excluding the Director Fee Shares as set
out in * above) takes into account the TOH Warrants, which operate as an
anti-dilution mechanism in respect of any Options or Warrants in existence on
Completion and are exercisable by Tulip Oil Holding B.V. only if and to the
extent that any Options or Warrants in existence on Completion are exercised
by the holders thereof, and assumes that there are no other changes to the
Company's current issued share capital. The TOH Warrants do not therefore
affect the maximum percentage holding of the Concert Party.

 

 

 

Capitalised terms used in this announcement carry the same meanings as those
ascribed to them in the Company's Admission Document dated 21 March 2023
and/or the Company's announcement of 21 March 2023, unless the context
requires otherwise.

 

The Admission Document and further information on the Company can be found on
Beacon Energy's website at: www.beaconenergyplc.com
(http://www.beaconenergyplc.com)

 

Larry Bottomley, Chief Executive Officer of Beacon Energy, commented:

 

"The overwhelming support of our shareholders at the EGM is extremely
encouraging and represents an important milestone in the process of rebuilding
the Company undertaken over the last year - creating a clean cash shell,
relaunching the company by securing low-risk, high-margin assets that have the
capability to deliver a self-funding business and a portfolio that offers
numerous near-term value catalysts.

 

We look forward to updating the market on operational milestones as we
aggressively pursue the development of the Erfelden Field."

 

 

For further information, please contact:

 Beacon Energy plc
 Larry Bottomley (CEO) / Stewart MacDonald (Proposed CFO)                via Buchanan
 Strand Hanson Limited (Financial and Nominated Adviser)
 Rory Murphy / James Bellman / Robert                                    +44 (0)20 7409 3494
 Collins
 Tennyson Securities (Joint Broker)
 Peter Krens                                                             +44 (0)20 7186 9030
 Optiva Securities Limited (Joint Broker)
 Christian Dennis                                                        +44 (0)20 3411 1881
 Buchanan (Public Relations)                                             +44 (0)20 7466 5000

 Ben Romney / Jon Krinks

 

 

For further information, please visit  www.beaconenergyplc.com
(http://www.beaconenergyplc.com)   and @BeaconEnergyPlc on Twitter

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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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