TIDMBCE
RNS Number : 5290M
Beacon Energy PLC
15 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.
15 September 2023
Beacon Energy plc
("Beacon Energy" or the "Company")
Result of oversubscribed Fundraise to raise GBP4.3 million
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, further
to its announcement of 14 September 2023, that it has successfully
completed its oversubscribed Placing with new and existing
institutional investors and PrimaryBid Offer, which have now
closed. The Company has raised, in aggregate, approximately GBP4.3
million (before expenses) via the issue of 2,667,000,000 Placing
Shares and 200,000,000 PrimaryBid Shares at the Issue Price
(together, the "Fundraise Shares").
The Placing was undertaken through an accelerated bookbuilding
process managed by Tennyson Securities.
Larry Bottomley, CEO of Beacon Energy, commented:
"We are delighted to have received such strong support in this
process from both existing and new investors. The Fundraise was
significantly oversubscribed, bringing a number of new high quality
institutional investors onto the shareholder register - a testament
to the quality of the Company's asset base and the scope for
material value creation. The fundraise provides welcome additional
working capital to support bringing the SCHB-2(2.) well into
commercial production. We would like to thank our new and existing
investors for their support and look forward to providing further
updates on our operational progress in due course."
Admission and Total Voting Rights
The Placing and PrimaryBid Offer are conditional on the
admission of the Fundraise Shares to trading on AIM ("Admission").
Application has been made to the London Stock Exchange for
Admission of the 2,867,000,000 Fundraise Shares. Subject to the
Placing Agreement not having been terminated in accordance with its
terms, it is anticipated that Admission will occur at 8.00 a.m. on
or around 20 September 2023. The Fundraise Shares will rank pari
passu with the existing Ordinary Shares.
Upon Admission, the Company will have 13,374,679,620 Ordinary
Shares in issue. From Admission, t his figure may be used by
Shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules. The Fundraise Shares
will represent , in aggregate, approximately 21.4 per cent. of the
Company ' s e nlarged s hare c apital on Admission . The Company
holds no Ordinary Shares in Treasury.
Defined terms used in this announcement shall have the same
meaning as in the Company's announcement dated 14 September 2023
unless otherwise defined herein.
Enquiries:
Beacon Energy plc
L arry Bottomley (CEO)
Stewart MacDonald (CFO) +44 (0)1624 681 250
Strand Hanson Limited (Financial and Nominated Adviser)
Rory Murphy / James Bellman +44 (0)20 7409 3494
Buchanan (Public Relations)
Ben Romney / Jon Krinks +44 (0)20 7466 5000
Tennyson Securities Limited (Broker)
Peter Krens / Ed Haig-Thomas +44 (0)20 7186 9030
IMPORTANT INFORMATION
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Tennyson or by any of their respective Affiliates as to or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
This Announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it (other than the Appendix in relation to
Placees) form the basis of or be relied on in connection with any
contract or as an inducement to enter into any contract or
commitment with the Company. In particular, the Placing Shares have
not been, and will not be, registered under the United States
Securities Act of 1933, as amended (the "Securities Act")or
qualified for sale under the laws of any state of the United States
or under the applicable laws of any of Canada, Australia, the
Republic of South Africa, or Japan and, subject to certain
exceptions, may not be offered or sold in the United States or to,
or for the account or benefit of, US persons (as such term is
defined in Regulation S under the Securities Act) or to any
national, resident or citizen of Canada, Australia, the Republic of
South Africa or Japan.
The distribution or transmission of this Announcement and the
offering of the Placing Shares in certain jurisdictions may be
restricted or prohibited by law or regulation. Persons distributing
this Announcement must satisfy themselves that it is lawful to do
so. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. No
action has been taken by the Company or the Broker that would
permit an offering of such shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Broker to
inform themselves about, and to observe, such restrictions. In
particular, this Announcement may not be distributed, directly or
indirectly, in or into the United States, Canada, the Republic of
South Africa, Australia or Japan. Overseas Shareholders and any
person (including, without limitation, nominees and trustees), who
have a contractual or other legal obligation to forward this
document to a jurisdiction outside the UK should seek appropriate
advice before taking any action.
This Announcement contains "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"would", "could", "indicative", "possible" or similar expressions
or negatives thereof. Such forward-looking statements involve known
and unknown risks, uncertainties and other important factors beyond
the Company's control that could cause the actual results,
performance or achievements of the Group to be materially different
from future results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding the
Company's present and future business strategies and the
environment in which the Company will operate in the future. These
forward-looking statements speak only as at the date of this
Announcement. The Company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change
in the Company's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statements
are based unless required to do so by applicable law or the AIM
Rules.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings or losses per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings or losses per
share of the Company.
Tennyson is authorised and regulated by the FCA in the United
Kingdom. Tennyson is acting as broker exclusively for the Company
and no one else in connection with the Bookbuild, Placing and
Admission and the contents of this Announcement, and will not
regard any other person (whether or not a recipient of this
Announcement) as its client in relation to the Bookbuild or the
contents of this Announcement nor will it be responsible to anyone
other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the contents of
this Announcement. Apart from the responsibilities and liabilities,
if any, which may be imposed on Tennyson by FSMA or the regulatory
regime established thereunder, Tennyson accepts no responsibility
whatsoever, and makes no representation or warranty, express or
implied, for the Bookbuild or the contents of this Announcement
including its accuracy, completeness or verification or for any
other statement made or purported to be made by it, or on behalf of
it, the Company or any other person, in connection with the Company
and the contents of this Announcement, whether as to the past or
the future. Tennyson accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the
contents of this Announcement or any such statement.
Strand Hanson Limited ("Strand Hanson") is acting as Nominated
Adviser to the Company in connection with the Placing and
Admission. Strand Hanson has not authorised the contents of, or any
part of, this Announcement, and no liability whatsoever is accepted
by Strand Hanson for the accuracy of any information or opinions
contained in this Announcement or for the omission of any material
information. The responsibilities of Strand Hanson as the Company's
Nominated Adviser under the AIM Rules for Companies and the AIM
Rules for Nominated Advisers are owed solely to London Stock
Exchange plc and are not owed to the Company or to any director or
shareholder of the Company or any other person, in respect of its
decision to acquire shares in the capital of the Company in
reliance on any part of this Announcement, or otherwise.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing. By
participating in the Placing, each person who is invited to and who
chooses to participate in the Placing by making or accepting an
oral and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its
entirety (including the Appendix) and to be making such offer on
the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings, agreements and acknowledgements contained in the
Appendix. The Company, the Broker and their respective affiliates,
agents, directors, officers and employees will rely upon the truth
and accuracy of the representations, warranties, undertakings,
agreements and acknowledgements contained in the Appendix.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
Information to Distributors
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (a)
compatible with an end target market of (i) retail clients, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of the law of England and Wales by virtue of EUWA and
as from time to time modified by or under the EUWA or other English
law and any subordinate legislation made under it; (ii) investors
who meet the criteria of professional clients, as defined in
Regulation (EU) No 600/2014 as it forms part of the law of England
and Wales by virtue of EUWA and as from time to time modified by or
under the EUWA or other English law and any subordinate legislation
made under it; and (iii) eligible counterparties, as defined in the
FCA Handbook Conduct of Business Sourcebook ("COBS"); and (b)
eligible for distribution through all distribution channels as are
permitted by EU Directive 2014/65/EU on markets in financial
instruments, as it forms part of the law of England and Wales by
virtue of EUWA and as from time to time modified by or under the
EUWA or other English law and any subordinate legislation made
under it (the "UK Target Market Assessment"). Notwithstanding the
UK Target Market Assessment, distributors should note that: the
price of Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The UK Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, the Broker will only procure investors who meet the
criteria of professional clients and eligible counterparties. For
the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of COBS; or (b) a recommendation to any investor or
group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the
"Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "EU
Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, Placees should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; Placing Shares offer no guaranteed income and no
capital protection; and an investment in Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The EU Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the EU Target Market Assessment, the Broker
will only procure investors who meet the criteria of professional
clients and eligible counterparties. For the avoidance of doubt,
the EU Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of
MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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END
ROIFZGMLZDLGFZZ
(END) Dow Jones Newswires
September 15, 2023 02:00 ET (06:00 GMT)
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