REG - Beacon Energy PLC - Strategic Investment in LNEnergy Limited

Beacon EnergyAnnouncement

07/10/2025 07:00

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RNS Number : 2851C  Beacon Energy PLC  07 October 2025

7 October 2025

 

Beacon Energy plc

("Beacon Energy" or the "Company")

 

Strategic Investment in LNEnergy Limited

 

Beacon Energy plc (AIM: BCE), is pleased to announce that the Company has
entered into a binding, conditional share purchase agreement (the "SPA") with
Reabold Resources plc ("Reabold") in relation to a significant strategic
investment in LNEnergy Limited ("LNEnergy"), (the "Proposed Transaction").

This Proposed Transaction is considered by the Board of Beacon Energy (the
"Board") to represent a transformational, value enhancing transaction for
shareholders, which is fully aligned with Beacon Energy's growth strategy.

Key Highlights of the Proposed Transaction and the Colle Santo Project

·      Material gas asset: The Colle Santo project, located onshore
Italy in the Abruzzo region, is a material and substantially de-risked
development ready gas field (subject to final regulatory consent),
incorporating a material and fully appraised 2P reserve base of 65 BCF
(equivalent to approximately 11 mmboe)

·      Clear development pathway: A near-term active work programme
designed to achieve Final Investment Decision ("FID") in mid-2026 and first
gas in H2 2027

·      Experienced development team: LNEnergy and its major contractor,
Italfluid, bring a proven track record of development and production
operations coupled with a strong HSE record and a firm commitment to
environmentally responsible hydrocarbon production

·      Attractive Economics: The Board considers the project to be
commercially and economically attractive, with an assessed NPV10 valuation
of approximately €50 million from the development and production of the 2P
reserve base

·      Advanced Financing Plan: A highly credible financing plan is in
place with non-binding funding agreements with Italfluid (major contractor)
and Gunvor (offtaker)

·      Strategic Regional Entry: This Proposed Transaction marks Beacon
Energy's entry into a region with significant potential for growth, where the
Company believes a substantial business can be built

Beacon Energy will be seeking to carry out a placing to new and existing
investors ("Placing") to raise approximately £3.5 million (gross) to finance
the Colle Santo project through FID and towards first production and required
working capital. Reabold has agreed to support the Placing by participating
with an investment of £750,000. The Directors of Beacon Energy also intend to
participate in the Placing.

Transaction Structure

Under the terms of the SPA Beacon Energy will acquire from Reabold up to 100
per cent of the shares in a special purpose vehicle company (the "Target")
which is to hold an approximate 48 per cent shareholding in LNEnergy.

Beacon will acquire an initial tranche of 49% of the shares in the Target
(representing an approximate 24 per cent indirect shareholding in LNEnergy)
from Reabold ("First Acquisition") at Completion (anticipated in November
2025). Beacon Energy will then acquire the balance of the shares in the Target
(representing an approximately 24 per cent additional indirect shareholding in
LNEnergy and, in aggregate, an approximately 48 per cent indirect interest in
LNE Energy) ("Second Acquisition") upon certain conditions being satisfied,
including the project being awarded a Production Concession (anticipated in
mid 2026).

On completion of the Second Acquisition, Beacon Energy will become the largest
shareholder in LNEnergy. Beacon intends to use the proceeds of the Placing to
finance the Colle Santo project through FID and towards first production, as
well as for required working capital. It is anticipated that such funding will
be provided through future subscriptions for new shares in LNEnergy.

Consideration

Under the terms of the SPA, Reabold will receive new shares in the Company
equal to approximately 29 per cent of the enlarged share capital of the
Company. Of the approximate 29 per cent, 14 per cent relates to Consideration
Shares and 15 per cent relates to Reabold's participation in the Placing.

In addition, Reabold will receive contingent consideration based on the future
Free Cash Flow of LNEnergy (the "Earn-Out"). The Earn-Out comprises a
contingent consideration in cash, calculated as 11.55 per cent of annual
post-tax, post-financing cash flow of LNEnergy, subject to a cap of €16.17
million (assuming both the First Acquisition and the Second Acquisition
complete).

The Consideration Shares held by Reabold on admission to AIM will be subject
to both lock-in terms and a relationship agreement, full details of which
will be set out in the Company's Admission Document.

 

Reverse Takeover Process

The Proposed Transaction is classified as a reverse takeover pursuant to the
AIM Rules for Companies. The Company's ordinary shares will remain suspended
from trading on AIM until such time as the Proposed Transaction is completed,
which is anticipated will be the second business day following the
satisfaction or waiver of the final condition which the SPA is subject to.
In the event that the Proposed Transaction does not proceed, the Company's
shares will remain suspended from trading as Beacon Energy has been a cash
shell on AIM for more than 6 months. Completion of the Proposed Transaction
is subject to, inter alia:

·    the publication of a positive opinion by the VIA Commission related
to a Colle Santo development;

·    finalisation of the Placing;

·    the publication of an AIM Admission Document; and

·    approval by Beacon Energy's shareholders at a general meeting to be
convened in due course ("General Meeting")

The Admission Document, which will include a notice of General Meeting, is
expected to be issued in due course.

Commenting on the signing of the SPA, Beacon Energy CEO, Stewart MacDonald,
said:

"This strategic investment in LNEnergy and the Colle Santo project marks a
pivotal moment for Beacon Energy, aligning with our stated growth strategy of
seeking opportunities to build a self-funding business to underpin organic
growth while delivering significant value for our shareholders. The Colle
Santo project, with its material, de-risked 2P reserves and clear path to
production, is a highly attractive, value-accretive and cash-generative asset
that will provide a strong foundation for future expansion.

 

LNEnergy and its major contractor, Italfluid, bring a proven track record in
development and production operations, coupled with a strong HSE record and a
firm commitment to environmentally responsible hydrocarbon production - values
that are directly aligned with Beacon Energy's own. Furthermore, this
strategic investment positions Beacon Energy in a region offering significant
long-term growth potential."

 

Further announcements will be made in due course, as appropriate.

 

 Enquiries:

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
                                                            +44 (0)20 7466 5000

 Burson Buchanan (Financial PR)

 Ben Romney / Barry Archer / George Pope
                                                              +44 (0)20 7186 9030

 Tennyson Securities Limited (Broker)

 Peter Krens

 

 

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

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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