REG - Beacon Rise Holdings - Proposed Cowes Chiropractic Acquisition

Beacon Rise HoldingsAnnouncement

04/11/2025 11:45

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RNS Number : 1315G  Beacon Rise Holdings PLC  04 November 2025

The information contained within this announcement was deemed by the Company
to constitute inside information as stipulated under the UK Market Abuse
Regulation

 

4 November 2025

 

Beacon Rise Holdings Plc

("Beacon Rise" or the "Company")

 

Entry into heads of terms in relation to the Proposed Cowes Chiropractic
Acquisition

 

Beacon Rise (LSE: BRS) announces that it has entered non-binding heads of
terms save for exclusivity, due diligence costs and other customary terms in
relation to the proposed acquisition of the entire issued and to be issued
share capital of Lyfe Health Isle of Wight Limited ("Lyfe Health") (trading as
Cowes Chiropractic) by the Company for a consideration of approximately £0.5
million (the "Proposed Cowes Chiropractic Acquisition").

 

It is currently expected that the consideration payable to Healthcare Ventures
Group Limited (the "Seller") in respect of the Proposed Cowes Chiropractic
Acquisition will be satisfied in cash, with approximately £0.35 million
payable on completion and the balance six-months thereafter. The Company
expects to generate the consideration payable for the Proposed Cowes
Chiropractic Acquisition through a combination of equity and debt financing.

 

The Proposed Cowes Chiropractic Acquisition remains subject to a number of
factors, including but not limited to, the completion of due diligence to the
satisfaction of both parties, regulatory and shareholder approval, as well as
the negotiation and entry into a final binding share purchase agreement (the
"SPA"). Accordingly, there can be no certainty that the SPA will complete, nor
or on the terms outlined in this announcement.

 

Xiaobing Wang, Chief Executive Officer of Beacon Rise, commented:

 

"Entering into the non-binding heads of terms in relation to the Proposed
Cowes Chiropractic Acquisition represents the fourth non-binding heads of
terms entered by the Company this year. We believe that this will position the
Company well in terms of executing its 'buy-and-build' strategy and delivering
shareholder value immediately following Admission. We are progressing due
diligence in relation to the three previously announced non-binding heads of
terms and are exploring other related potential acquisitions."

 

Information about Lyfe Health

 

Lyfe Health is registered in England and Wales. The business, which opened in
2002, is a multi-disciplinary musculoskeletal ("MSK") practice offering both
chiropractor and physiotherapy services and is located in Cowes on the Isle of
Wight.

 

Lyfe Health's unaudited accounts for the year ended 31 December 2024 states
that Lyfe Health generated revenues in the financial year of approximately
£0.5 million and earnings before interest, taxes, depreciation, and
amortisation ("EBITDA") before exceptional costs and management fees of
approximately £0.14 million.

 

Temporary suspension of listing and trading of Ordinary Shares

 

The Proposed Cowes Chiropractic Acquisition, the Proposed Ergotec Acquisition,
the Proposed Chiropractor Acquisition and the Proposed Training-provider
Acquisition (together the "Proposed Acquisitions") are respectively classified
as an "initial transaction" under UK Listing Rules ("UKLR") 13.4. In
accordance with UKLR 21.1.4 and 21.3, the Company ordinary shares of £1.00
each (ISIN: GB00BMC0V753) will remain suspended from its listing on the equity
shares (shell companies) category of the Official List of the FCA and from
trading on the Main Market of the London Stock Exchange.

 

Should final terms for any of the proposed acquisitions be agreed, the Company
will issue an announcement with further details pursuant to UKLR 13.4.22R and
UKLR 13.4.23R.

 

There can be no certainty that the Proposed Acquisitions will successfully
complete, nor as to the final terms or timing of the Proposed Acquisitions. If
the Proposed Acquisitions do not complete for any reason, it is expected that
the suspension of the Company's listing on the Official List will be lifted,
subject to FCA approval, and trading in the Company's shares on the Main
Market of the London Stock Exchange will recommence.

 

Furthermore, it remains the case that each of the proposed acquisitions are
separate and not inter-conditional. Accordingly, each of the proposed
acquisitions will not be impacted by either failing to complete for any
reason.

 

The Company will seek to simultaneously enter into final binding acquisition
agreements in respect of the Proposed Acquisitions prior to Cancellation and
Admission. However, the Company intends to proceed with Cancellation and
Admission should a final binding acquisition agreement be agreed in relation
to at least one of the proposed acquisitions.

 

The Company will release further announcements as and when appropriate.

 

Unless otherwise defined, definitions contained in this announcement have the
same meaning as set out in the Company's notification on 29 September 2025 at
8:11 a.m.

 

Enquiries:

 Beacon Rise Holdings Plc

 Xiaobing Wang, Chief Executive Officer & Director        info@beaconrise.uk (mailto:info@beaconrise.uk)

 Allenby Capital Limited - Sponsor and Financial Adviser   Tel: +44 (0)20 3328 5656

 John Depasquale / Vivek Bhardwaj / Ashur Joseph          info@allenbycapital.com

 LDC Nominee Secretary Limited - Company Secretary        beaconrisecss@lawdeb.com

 Legal Entity Identifier (LEI)                            2138007PIYMZMBWD4M27

 

 

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