TIDMBCE
RNS Number : 5146M
Beacon Energy PLC
14 September 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any investment decision in
respect of Beacon Energy plc or other evaluation of any securities
of Beacon Energy plc or any other entity and should not be
considered as a recommendation that any investor should purchase
any such securities .
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014)
AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 AS AMED BY VIRTUE OF THE MARKET ABUSE
(AMMENT) (EU EXIT) REGULATIONS 2019 ("UK MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021).
14 September 2023
Beacon Energy plc
("Beacon Energy" or the "Company")
PrimaryBid Offer
-- Beacon Energy announces a conditional offer for subscription
of new Ordinary Shares via PrimaryBid ;
-- The Issue Price for the new Ordinary Shares to be issued
pursuant to the Placing and the PrimaryBid Offer is 0.15 pence per
new Ordinary Share, representing a discount of approximately 16.7
per cent. to the closing middle market price of 0.18 pence per
existing Ordinary Share on 14 September 2023, being the latest
practicable date prior to the date and time of this
Announcement;
-- Investors can access the PrimaryBid Offer through
PrimaryBid's website and on PrimaryBid's app ;
-- Investors may also be able to take part through PrimaryBid's
extensive network of retail brokers, wealth managers and investment
platforms, subject to such partners' participation.
-- Applications for new Ordinary Shares through these partners
can be made from tax efficient savings vehicles such as ISAs or
SIPPs, as well as General Investment Accounts (GIAs);
-- The PrimaryBid Offer is available to both existing shareholders and new investors;
-- There is a minimum subscription of GBP500 per investor in the PrimaryBid Offer;
-- No commission will be charged by PrimaryBid on applications to the PrimaryBid Offer.
PrimaryBid Offer
Beacon Energy plc (AIM:BCE), the full-cycle oil and gas company
with a portfolio of production, development, appraisal and
exploration onshore German assets through its wholly-owned
subsidiary, Rhein Petroleum GmbH, is pleased to announce, a
conditional offer for subscription of new ordinary shares of no par
value each in the capital of the Company ("Ordinary Shares") via
PrimaryBid (the "PrimaryBid Offer") at an issue price of 0.15 pence
per new Ordinary Share (the "Issue Price"), representing a discount
of approximately 16.7 per cent. to the closing middle market price
of 0.18 pence per existing Ordinary Share on 14 September 2023,
being the latest practicable date prior to the date and time of
this Announcement. The Company is also conducting a placing of new
Ordinary Shares at the Issue Price by way of an accelerated
bookbuilding process (the "Placing") as announced earlier
today.
The PrimaryBid Offer is conditional on the new Ordinary Shares
to be issued pursuant to the PrimaryBid Offer and the Placing being
admitted to trading on AIM ("Admission"). Admission is expected to
take place at 8.00 a.m. (London time) on 20 September 2023. The
PrimaryBid Offer will not be completed without the Placing also
being completed.
The Company will use the gross proceeds of the Placing and the
PrimaryBid Offer for general working capital prior to the receipt
of proceeds from the sale of commercial production from the
Company's Schwarzbach-2(2.) well and to cover the expenses of the
Placing and PrimaryBid Offer.
Reason for the PrimaryBid Offer
While the Placing has been structured as a non-pre-emptive offer
within the Company's existing authorities from shareholders for
non-pre-emptive offers so as to minimise cost and time to
completion, the Company values its retail investor base and is
therefore pleased to provide retail investors with the opportunity
to participate in the PrimaryBid Offer.
Existing shareholders and new investors can access the
PrimaryBid Offer through PrimaryBid's website and on PrimaryBid's
app . The PrimaryBid app is available on the UK Apple App Store and
Google Play Store.
Investors can also participate through PrimaryBid's extensive
partner network of investment platforms, retail brokers and wealth
managers, subject to such partners' participation.
Applications for new Ordinary Shares through participating
partners can be made from tax efficient savings vehicles such as
ISAs or SIPPs, as well as GIAs. Some partners may only accept
applications from existing shareholders.
After consideration of the various options available to it, the
Company believes that the separate PrimaryBid Offer is in the best
interests of shareholders, as well as wider stakeholders in the
Company.
The PrimaryBid Offer will open to investors resident and
physically located in the United Kingdom following the release of
this Announcement. The PrimaryBid Offer is expected to close at the
same time as the Placing, and may close early if it is
oversubscribed.
There is a minimum subscription amount of GBP500 per investor in
the PrimaryBid Offer.
The Company reserves the right to scale back any order at its
discretion. The Company and PrimaryBid reserve the right to reject
any application for subscription under the PrimaryBid Offer without
giving any reason for such rejection.
Investors who apply for new Ordinary Shares through PrimaryBid's
website or PrimaryBid's app will not be charged any fee or
commission by PrimaryBid. It is vital to note that once an
application for new Ordinary Shares has been made and accepted via
PrimaryBid, that application cannot be withdrawn.
Investors wishing to apply for new Ordinary Shares through their
investment platform, retail broker or wealth manager using their
ISA, SIPP or GIA should contact them for details of their terms and
conditions, process and any relevant fees or charges.
The new Ordinary Shares to be issued pursuant to the PrimaryBid
Offer will be issued free of all liens, charges and encumbrances
and will, when issued and fully paid, rank pari passu in all
respects with the new Ordinary Shares to be issued pursuant to the
Placing and the Company's existing Ordinary Shares.
For further information on PrimaryBid, the PrimaryBid Offer or
for a copy of the terms and conditions (including the procedure for
application and payment for new Ordinary Shares) that apply to
registered users of PrimaryBid in addition to the terms and
conditions set out in this Announcement, visit www.PrimaryBid.com
or email PrimaryBid at enquiries@primarybid.com .
Brokers wishing to offer their customers access to the
PrimaryBid Offer and future PrimaryBid transactions, should contact
partners@primarybid.com .
Enquiries
Beacon Energy plc
Larry Bottomley (CEO)
Stewart MacDonald (CFO) +44 (0)1624 681 250
PrimaryBid Limited enquiries@primarybid.com
Nick Smith / James Deal
Strand Hanson Limited (Financial and Nominated
Adviser)
Rory Murphy / James Bellman +44 (0)20 7409 3494
Buchanan (Public Relations)
Ben Romney / Barry Archer / George Pope +44 (0)20 7466 5000
Important notices
The PrimaryBid Offer is offered under the exemptions from the
need for a prospectus allowed under the FCA 's Prospectus
Regulation Rules. As such, there is no need for publication of a
prospectus pursuant to the Prospectus Regulation Rules, or for
approval of the same by the Financial Conduct Authority (as
competent authority under Regulation (EU) 2017/1129 as it forms
part of retained EU law as defined in the European Union
(Withdrawal) Act 2018).
The PrimaryBid Offer is not being made into the United States,
Australia, Canada, the Republic of South Africa, Japan or any other
jurisdiction where it would be unlawful to do so.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This Announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
This Announcement and the information contained herein, is
restricted and is not for publication, release or distribution,
directly or indirectly, in whole or in part, in or into Australia,
Canada, the Republic of South Africa, Japan or any other
jurisdiction in which such publication, release or distribution
would be unlawful. Further, this Announcement is for information
purposes only and is not an offer of securities in any
jurisdiction.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this Announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for new Ordinary Shares
and investment in the Company carries a number of risks. Investors
should consider the risk factors set out on www.PrimaryBid.com and
the PrimaryBid app before making a decision to subscribe for new
Ordinary Shares. Investors should take independent advice from a
person experienced in advising on investment in securities such as
the new Ordinary Shares if they are in any doubt.
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END
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