REG - Beacon Energy PLC - Results of the EGM

Beacon EnergyAnnouncement

05/03/2026 10:00

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RNS Number : 4955V  Beacon Energy PLC  05 March 2026

5 March 2026

 

Beacon Energy plc

("Beacon Energy" or the "Company")

 

Results of the EGM

 

Beacon Energy plc ( AIM:BCE
(https://www.investegate.co.uk/announcement/rns/beacon-energy-npv--bce/results-of-the-egm/AIM%3AADV)
 ), 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.

 

Further to the Company's announcement of 18 February 2026, application has
been made to the London Stock Exchange for the admission of the Enlarged Share
Capital, comprising the Existing Ordinary Shares and the new Ordinary Shares,
including the Placing Shares, the First Acquisition Consideration Shares, the
WRAP Shares, the Reabold Subscription Shares, the Director Subscription
Shares, the Director Fee Shares and the Adviser Fee Shares, to trading on AIM,
which is to take effect at 8.00 a.m. on 6 March 2026 under the ISIN of
IM00BW9JFW84 ("Admission"). Following Admission, the Company will have
124,790,040 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 of a significant strategic investment in LNEnergy
Limited 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; and

 

·      The issue of 9,086,917 First Acquisition Consideration Shares and
97,191,443 Fundraise Shares.

 

Director Shareholdings

 

Further to the passing of, inter alia, Resolution 2, 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       325,281                             1,282,051              7,472,365                          9,079,697                               7.27%
 Stewart MacDonald  224,492                             -                      10,622,878                         10,847,369                              8.69%
 Ross Warner        205                                 -                      -                                  205                                     0.00%
 Leo Koot           159,069                             641,025                641,026                            1,411,141                               1.15%

 

(1)      Certain of these shares will be held by the Escrow Agent for a
period of two years in accordance with the terms of the Conditional
Remuneration Agreements.

 

Further to the passing of the Proposals, 7,500,000 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((2))  New Options be granted on Admission((3))  Total Options

                                                                                                  on Admission
 Mark Rollins       155,335                             1,250,000                                 1,405,335
 Ross Warner        74,864                              1,000,000                                 1,074,864
 Stewart MacDonald  269,623                             4,500,000                                 4,769,623
 Leo Koot           -                                   750,000                                   750,000

 

(2)      Exercisable at a price per Existing Ordinary Share of between
nil and £0.15.

(3)      Exercisable at the Fundraise Price, full details of which are
set out in paragraph 6 of Part VII of the Admission Document.

 

Related Party Transactions

 

It is noted that Tulip currently holds approximately 23.0 per cent. of the
Company's Existing Ordinary Shares, and accordingly the proposed issue of the
Tulip Earn Out Shares detailed in Paragraph 13.1 of Part I of the Admission
Document is considered a related party transaction under the AIM Rules for
Companies. Accordingly, the independent directors in the context of the issue
of the Tulip Earn Out Shares, being all Directors save for Leo Koot, having
consulted with Strand Hanson Limited, consider the terms of the Earn Out
Consideration to be fair and reasonable insofar as Shareholders are concerned.

 

The issue of the Director Fee Shares detailed in Paragraph 13.3 of Part I of
the Admission Document is considered a related party transaction under the AIM
Rules for Companies. Accordingly, the independent director, in the context of
the issue of the Director Fee Shares, Ross Warner, having consulted with
Strand Hanson Limited, considers the issue of the Director Fee Shares to be
fair and reasonable insofar as Shareholders are concerned.

 

The Director Subscription by Mark Rollins and Leo Koot detailed in Paragraph
10.2 of Part I of the Admission Document is considered a related party
transaction under the AIM Rules for Companies. Accordingly, the independent
directors in respect of the Director Subscription, Ross Warner and Stewart
MacDonald, having consulted with Strand Hanson Limited, consider the terms of
Director Subscription to be fair and reasonable insofar as Shareholders are
concerned.

 

Admission and Total Voting Rights

 

Application has been made to the London Stock Exchange for the up to
106,278,360 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 6 March
2026.

 

In accordance with the provision of the Disclosure Guidance and Transparency
Rules of the FCA ('DTR'), the Company confirms that, following Admission, its
issued share capital will comprise 124,790,040 Ordinary Shares. There are no
Ordinary Shares held in treasury. Therefore, the total voting rights in the
Company will be 124,790,040. 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 DTRs. The new Ordinary Shares will, following Admission,
rank pari passu in all respects with the existing Ordinary Shares.

 

Terms used but not defined in this announcement have the same meaning as set
out in the Company's Admission Document which was published on 17 February
2026.

 

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)

 

Stewart MacDonald, 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.

 

The completion of a strategic investment in LNEnergy is transformative for
Beacon, providing the Company with proven reserves, a pathway to production
and an exciting pipeline of value catalysts over the next 18 months.

 

The Board considers the Colle Santo Asset to be commercially and economically
attractive. On a 100 per cent. working interest basis, RPS calculated a
post-tax NPV(10) for the Proved plus Probable (2P) reserves of €61.7 million
and based on a 48% shareholding in LNEnergy (43.2 per cent. economic interest
basis), a post-tax NPV(10) of €26.6 million.

 

We look forward to updating Shareholders and the market as we progress the
Colle Santo project over the coming months."

 

 

 Beacon Energy plc                                          +44 (0)20 7466 5000 (via Burson Buchanan)

 Stewart MacDonald (CEO)
 Strand Hanson Limited (Financial and Nominated Adviser)    +44 (0)20 7409 3494

 Rory Murphy / James Bellman / Edward Foulkes
  Burson Buchanan (Financial PR)                            +44 (0)20 7466 5000

 Barry Archer / George Pope
  Tennyson Securities Limited (Broker)                      +44 (0)20 7186 9

 Peter Krens

Enquiries:

 

For further information, please visit  www.beaconenergyplc.com
(http://www.beaconenergyplc.com/)

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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