REG - Beacon Rise Holdings - Update in relation to the Proposed Acquisition

Beacon Rise HoldingsAnnouncement

Tue 08:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251021:nRSU0938Ea&default-theme=true

RNS Number : 0938E  Beacon Rise Holdings PLC  21 October 2025

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

 

21 October 2025

 

Beacon Rise Holdings Plc

("Beacon Rise" or the "Company")

 

Update in relation to the Proposed Acquisitions

 

Entry into heads of terms in relation to the Proposed Training-provider
Acquisition

 

On 29 September 2025 at 8:11 a.m. Beacon Rise (LSE: BRS) announced, amongst
other matters, that it is in preliminary discussions to potentially acquire a
UK-based educational training provider operating in the healthcare sector (the
"Proposed Acquisitions Announcement"). The Company is pleased to announce that
it has now entered non-binding heads of terms save for exclusivity and other
customary terms in relation to the proposed acquisition of the entire issued
and to be issued share capital of ProActive Training Ltd (the
"Training-provider" or "ProActive") by the Company for a consideration of
approximately £1.35 million (the "Proposed Training-provider Acquisition").

 

It is currently expected that the consideration payable to Samuel Liam Boden
and Abigail Jane Kinnish

(the "Sellers") in respect of the Proposed Training-provider Acquisition will
be satisfied in cash, with £0.94 million payable on completion and the
balance three-months thereafter. It is also expected that the Sellers will
receive an earn-out payment payable after completion. The Company expects to
generate the consideration payable for the Proposed Training-provider
Acquisition through a combination of equity and debt financing.

 

The Proposed Training-provider 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
Training-provider Acquisition will complete, nor or on the terms outlined in
this announcement.

 

Information about ProActive

 

Established in 2006 and registered in England and Wales, ProActive is
considered to be a leading provider of intensive courses in sports massage,
taping and strapping, acupuncture and other bespoke continuing professional
development ("CPD") courses. ProActive also delivers courses from its
portfolio to universities, colleges and workplaces. While ProActive has a head
office in Cambridge, ProActive's courses are delivered across the UK.

 

Proactive's unaudited accounts for the year ended 31 March 2025 states that
the Training-provider generated revenues in the financial year of
approximately £0.7 million and earnings before interest, taxes, depreciation,
and amortisation ("EBITDA") of approximately £0.3 million.

 

Temporary suspension of listing and trading of Ordinary Shares

 

As outlined in the Proposed Acquisitions Announcement, each of 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. However, in the event that one fails to complete, the Company intends
to identify a replacement acquisition target.

 

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 Proposed Acquisitions Announcement.

 

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

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ACQBLBDGLGDDGUG



            Copyright 2019 Regulatory News Service, all rights reserved