REG - Beacon Energy PLC - Update re Proposed Reverse Takeover Transaction

Beacon EnergyAnnouncement

18/02/2026 07:00

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RNS Number : 4077T  Beacon Energy PLC  18 February 2026

18 February 2026

Beacon Energy plc

("Beacon Energy" or the "Company")

Update re Proposed Reverse Takeover Transaction

 

Proposed Acquisition of a significant interest in LNEnergy,

Proposed Fundraise,

Publication of Admission Document and

Notice of Extraordinary General Meeting

 

 

Beacon Energy (AIM:BCE) is pleased to announce that, further to the Share
Purchase Agreement ("SPA") with Reabold Resources plc ("Reabold") (as
announced on 7 October 2025), the Company has today published an admission
document dated 17 February 2026 (the "Admission Document"), incorporating a
formal Notice of Extraordinary General Meeting, in relation to, inter alia,
the proposed acquisition of a significant strategic investment in LNEnergy
Limited ("LNEnergy") (the "Acquisition"), and the associated conditional issue
of 97,191,443 new Ordinary Shares ("Fundraise Shares") at a price of 3.9 pence
("Fundraise Price") to raise, in aggregate, gross proceeds of £3.79 million
(the "Fundraise").

The proposed Acquisition constitutes a reverse takeover pursuant to the AIM
Rules and is therefore subject, inter alia, to the approval of Shareholders at
the Extraordinary General Meeting, notice of which is set out at the end of
the Admission Document and which will be held at 9.00 a.m. London time on 5
March 2026 at the offices of FIM Capital Limited,  55 Athol Street, Douglas,
Isle of Man, IM1 1LA.

Restoration of Trading

The Company's Existing Ordinary Shares were suspended from trading on AIM on
27 June 2025 pending the completion of the Acquisition, classified as a
reverse takeover under the AIM Rules. Application will be made to the London
Stock Exchange in due course for the Enlarged Share Capital to be admitted to
trading on AIM following completion of the Acquisition. Admission of the
Enlarged Share Capital to trading on AIM is expected to take place on or
around 6 March 2026, subject to the passing of the Resolutions and the
satisfaction of all other conditions. The expected timetable of events can be
found at the end of this announcement.

Further comprehensive information on the LNEnergy assets, the Acquisition, the
Fundraise and the Resolutions can be found in the Company's Admission Document
(and the Notice of Extraordinary General Meeting set out therein), is
available on the Company's website at www.beaconenergyplc.com
(http://www.beaconenergyplc.com)  and which has been posted to Shareholders.

 

Stewart MacDonald, Chief Executive Officer of Beacon Energy, commented:

"The completion of a strategic investment in LNEnergy will be 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. We look forward to updating Shareholders and the market on our
progress in due course."

 

Notice of Extraordinary General Meeting

The Acquisition constitutes a reverse takeover pursuant to the AIM Rules and
is therefore subject, inter alia, to the approval of Shareholders at the
Extraordinary General Meeting which will be held at 9.00 a.m. London time on 5
March 2026 at the offices of 55 Athol Street, Douglas, Isle of Man, IM1 1LA.
(the "Extraordinary General Meeting"), formal notice of which is incorporated
in the Company's Admission Document (the "Notice of Extraordinary General
Meeting"). If the relevant Resolutions are duly passed at the Extraordinary
General Meeting, the Company's existing trading facility on AIM will be
cancelled, and the Company will apply for the Enlarged Share Capital to be
re-admitted to trading on AIM.

 

The Notice of Extraordinary General Meeting sets out resolutions to approve,
inter alia, the Acquisition and the Fundraise.

 

Assuming that the Resolutions are approved, it is expected that Admission will
occur and trading in the Enlarged Share Capital, including the New Ordinary
Shares will commence at 8.00 a.m. (London time) on 6 March 2026.

 

Shareholders should note that the Resolutions are inter-conditional. If any of
the Resolutions are not passed at the Extraordinary General Meeting, the
Acquisition and the Fundraise will not proceed, and the Directors will need to
consider alternative options for the Company. The Company will have expended
material funds in pursuing the proposed Acquisition and would therefore incur
significant abort costs and it is unlikely that a suitable alternative
Re-admission Transaction and/or funding on similar commercial terms to the
Fundraise can be obtained on a timely basis or at all and it is likely that
admission of the Company's Existing Ordinary Shares will be cancelled and the
Company will subsequently enter administration.

 

 

A Form of Proxy is enclosed to the Admission Document which, to be valid, must
be completed and delivered, sent by post or sent by email to
corporate.governance@fim.co.im or by facsimile to + 44 (0)1624 604790
together with the power of attorney or other authority (if any) under which it
is signed (or a notarially certified copy or copy in some other manner
approved by the directors of such authority) to FIM Capital Limited, 55 Athol
Street, Douglas, Isle of Man IM1 1LA so as to arrive not later than 9.00 a.m.
on 3 March 2026 or, in the event that the meeting is adjourned, not later than
48 hours before the time appointed for the meeting or any adjournment thereof.

 

The Chairman of the Extraordinary General Meeting will direct that voting on
all Resolutions set out in the Notice will take place by way of a poll. The
final poll vote result on each resolution will be published immediately after
the Extraordinary General Meeting on the Company's website.

 

 

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.

 

 

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)

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

 Tennyson Securities Limited (Broker)

 Peter Krens

 

 

Admission, Settlement and Dealings

Application will be made to the London Stock Exchange for the Enlarged Share
Capital to be admitted to trading on AIM. It is expected that Admission will
become effective and that dealings in the Enlarged Share Capital will commence
on 6 March 2026. Definitive share certificates in respect of the Fundraise
Shares will be dispatched on or before 13 March 2026.

 

A summary of the Acquisition and Fundraising statistics and expected timetable
of principal events is set out below.

 

Expected Timetable of Principal Events

 

 Publication of the Admission Document                                         17 February 2026
 Latest time and date for receipt of Forms of Proxy                             9.00 a.m. (London time) on 3 March 2026
 Extraordinary General Meeting                                                 9.00 a.m. (London time) on 5 March 2026
 Announcement of result of Extraordinary General Meeting                       5 March 2026
 Escrow Completion*                                                            6 March 2026
 Admission and commencement of dealings in the Enlarged Share Capital on AIM   6 March 2026
 Completion of the Acquisition                                                 6 March 2026
 CREST accounts expected to be credited in respect of the Fundraise Shares in  6 March 2026
 uncertified form
 Despatch of definitive share certificates in respect of the Fundraise Shares  By 13 March 2026

 

Note: Each of the times and dates set out above and mentioned elsewhere in the
document may be subject to change at the absolute discretion of the Company
and Strand Hanson without further notice. All references are to London time
unless otherwise stated. Temporary documents of title will not be issued.

 

 

Placing and Admission Statistics

 

 Number of Existing Ordinary Shares in issue at the date of this document        18,511,680
 Fundraise Price                                                                 3.9 pence
 Enlarged Share Capital - Number of Ordinary Shares on Admission, including:     124,790,040
 Number of Fundraise Shares                                                      97,191,443
 Number of First Acquisition Consideration Shares                                9,086,917
 Options and Warrants outstanding as a percentage of the Enlarged Share Capital  4.50%
 on Admission
 Market capitalisation following Admission at the Fundraise Price                £4.87 million
 Gross proceeds of the Fundraise                                                 £3.79 million
 Estimated net proceeds of the Fundraise*                                        £3.06 million
 Ticker                                                                          BCE
 ISIN of the Existing Ordinary Shares                                            IM00BW9JFW84
 SEDOL of the Existing Ordinary Shares                                           BW9JFW8
 Legal Entity Identifier                                                         213800TZWOYU7UFZ5V63

 

* The net proceeds comprises the Placing, the Subscription, the Director Fee
Shares and Adviser Fees Shares issued in lieu of payments outstanding as at
the date of Admission, and the net proceeds of the WRAP Offer.

 

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 (Withdrawal) Act 2018.

 

Strand Hanson is acting as Nominated and Financial Adviser to the Company and
Tennyson Securities is acting as Broker to the Company.

 

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