REG - Beacon Rise Holdings - Statement re. Suspension

Beacon Rise HoldingsAnnouncement

29/09/2025 09:15

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RNS Number : 1902B  Beacon Rise Holdings PLC  29 September 2025

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

 

29 September 2025

 

Beacon Rise Holdings Plc

("Beacon Rise" or the "Company")

 

Proposed acquisition of Ergotec Health LLP

Potential further acquisitions

and

Suspension of Listing and Share Trading

 

Beacon Rise (LSE: BRS) is pleased to announce that it has entered non-binding
heads of terms save for exclusivity and other customary terms in relation to
the proposed acquisition of Ergotec Health LLP ("Ergotec Health") by the
Company for a consideration of approximately £0.95 million (the "Proposed
Ergotec Acquisition"). It is currently expected that the consideration payable
to Chaline Tamrin Church and Colin William Church (the "Sellers") in respect
of the Proposed Ergotec Acquisition will be satisfied in cash. The Company
expects to generate the consideration payable for the Proposed Ergotec
Acquisition through a combination of equity and debt financing.

 

The Proposed Ergotec 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 acquisition agreement (the
"Acquisition Agreement"). Accordingly, there can be no certainty that an
Acquisition Agreement will be entered into or that the Proposed Ergotec
Acquisition will complete, nor or on the terms outlined in this announcement.

 

Following the satisfactory completion of due diligence by both parties,
execution of the Acquisition Agreement and subject to the Acquisition
Agreement becoming unconditional, the Company intends to seek to cancel its
ordinary shares of £1.00 each ("Ordinary Shares") from listing on the equity
shares (shell companies) category of the Official List of the Financial
Conduct Authority (the "FCA") and from trading on the Main Market of London
Stock Exchange ("Cancellation"). The Company intends to contemporaneously seek
admission of the enlarged share capital to trading on AIM, the London Stock
Exchange's market for growth companies ("Admission").

 

Allenby Capital Limited ("Allenby Capital") has been appointed to act as
Beacon Rise' Sponsor in connection with the Proposed Ergotec Acquisition and
has been engaged to act as the Company's Nominated Adviser in connection with
Admission.

 

Potential further acquisitions

 

In addition to the Proposed Ergotec Acquisition, the Company announces that it
is in preliminary discussions to potentially acquire a UK-based educational
training provider operating in the healthcare sector (the "Proposed
Training-provider Acquisition") and separately a UK-based private chiropractor
practice (the "Proposed Chiropractor Acquisition", and together with the
Proposed Training-provider Acquisition, the "Potential Further Acquisitions").

 

At this stage heads of terms, including key terms such as the consideration
payable, for the Potential Further Acquisitions have not yet been agreed. In
addition, discussions in relation to the Potential Further Acquisitions remain
at an early stage and will therefore be subject to a number of factors,
including but not limited to, the completion of due diligence to the
satisfaction of all parties, negotiation of transaction terms, regulatory and
shareholder approval, as well as the negotiation and entry into final binding
acquisition agreements. As such, there is no certainty that the Potential
Further Acquisitions will proceed nor any certainty regarding the terms on
which they would proceed.

 

The Company will release further announcements in respect of the Company's
discussions concerning the Proposed Training-provider Acquisition and the
Proposed Chiropractor Acquisition as and when appropriate.

 

The Proposed Ergotec Acquisition, the Proposed Training-provider Acquisition
and the Proposed Chiropractor Acquisition (together the "Proposed
Acquisitions") are each separate and not inter-conditional. Accordingly, each
of the aforementioned proposed acquisitions will not be impacted by either
failing to complete for any reason. However, in the event that one fails to
complete, the Company intends to identify a replacement acquisition target.

 

It is currently envisaged that 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 aforementioned proposed
acquisitions.

 

Information about Ergotec Health

 

Ergotec Health, registered in England and Wales, is an established
physiotherapy and sports rehabilitation clinic, with a reputation in the
industry cultivated by its multi-disciplinary approach to musculoskeletal
treatments, providing patients with bespoke programmes.

 

Operating from its strategically located premises in North London, Ergotec
Health's onsite facilities include a private studio, several specialist
treatment rooms and a unique strength and conditioning floor.

 

The business is embedded within the local community which provides a
long-standing and loyal client base, engaging private clients directly, with
long-term users engaging the clinic for up to 20 years. Ergotec Health also
delivers treatments to third-party referrals as a recognised provider by all
major Private Medical Insurers ("PMIs").

 

Ergotec Health's unaudited accounts for the year ended 31 March 2025 states
that Ergotec Health generated revenues in the financial year of approximately
£0.64 million and earnings before interest, taxes, depreciation, and
amortisation ("EBITDA") of approximately £0.2 million.

 

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

 

"Entry into the non-binding heads of terms in relation to the Proposed Ergotec
Acquisition marks an important early milestone in the execution of the
Company's buy-and-build strategy, underscoring the Company's long-term
commitment to creating sustainable value for shareholders. The Company's
strategic priorities will continue to focus on the training of healthcare
professionals as well as the delivery of high-quality medical services.

 

In addition, the proposed admission of the enlarged share capital to trading
on AIM is expected to further strengthen the Company's platform for future
growth and provide greater flexibility in achieving its strategic objectives.
The Company will continue to provide timely updates to the market on
subsequent developments."

 

Temporary suspension of listing and trading of Ordinary Shares

 

Each of the proposed acquisitions outlined above are respectively classified
as an "initial transaction" under UK Listing Rules ("UKLR") 13.4.
Consequently, in accordance with UKLR 21.1.4 and 21.3, the Company ordinary
shares of £1.00 each (ISIN: GB00BMC0V753) was 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 with effect
from 7.30 a.m. today.

 

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

 

The parties intend to proceed as quickly as possible with the Proposed
Acquisitions. However, 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.

 

Enquiries:

 Beacon Rise Holdings Plc

 Xiaobing Wang, 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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