Client NewsBeacon Energy PLC: Update re Proposed Reverse Takeover Transaction
Beacon Energy (AIM:BCE), an energy company seeking growth through acquisition or farm-in to interests in discovered upstream projects, is pleased to announce that, further to the Share Purchase Agreement (“SPA”) with Tulip Oil Holding B.V. (“Tulip”) and Deutsche Rohstoff A.G. (“DRAG”) (as announced on 16 December 2022), the Company has today published an admission document dated 21 March 2023 (the “Admission Document”), incorporating a formal Notice of Extraordinary General Meeting, in relation to, among other things, the conditional acquisition of 100% per cent. of the share capital of Rhein Petroleum GmbH (“Rhein Petroleum”) (the “Acquisition”) for a consideration of 3,488,549,633 new Ordinary Shares and an associated conditional issue of 5,491,516,026 new Ordinary Shares (“Fundraise Shares”) at a price of 0.11 pence (“Fundraise Price”) to raise, in aggregate, gross proceeds of £6.04 million (approximately US$7.34 million) (the “Fundraise”).
The Acquisition constitutes a reverse takeover pursuant to the AIM Rules and is therefore subject, among other things, to the approval of Shareholders at the Extraordinary General Meeting, notice of which is set out at the end of the Admission Document and which will be held at 9.00 a.m. London time on 5 April 2023 at the offices of 55 Athol Street, Douglas, Isle of Man, IM1 1LA.
Restoration of Trading
The Company’s Existing Ordinary Shares were suspended from trading on AIM on 9 September 2022 pending the completion of the Acquisition, classified as a reverse takeover under the AIM Rules. Application will be made to the London Stock Exchange in due course for the Enlarged Share Capital to be admitted to trading on AIM following completion of the Acquisition. Admission of the Enlarged Share Capital to trading on AIM is expected to take place on or around 11 April 2023, subject to the passing of the Resolutions and the satisfaction of all other conditions. The expected timetable of events can be found at the end of this announcement.
· The Acquisition provides Beacon with a beneficial interest in a proven oil field with material existing resources.
– The Rhein Petroleum Assets contain a 2P net reserve base of 3.85 mmbbl and a 2C net contingent resource base of 22.96 mmbbl, located across four core assets.
· The Transaction will deliver a full-cycle portfolio of largely operated production, development, appraisal and exploration assets.
– The Board believes that the region provides significant potential for growth where, over time, it believes a substantial business can be built.
– The Rhein Petroleum Assets provide a near-term active work programme, commencing with the SCHB-2 development well at Erfelden, designed to enhance production and cash flow, and a well understood existing production base which will generate immediate revenue.
– Completion of the Acquisition would provide access to a built-in growth pipeline of onshore, material, near-term development and appraisal targets considered by the Board as probable high-margin, low-to-medium risk opportunities. The Rhein Petroleum Assets also include a mix of low, medium and higher risk exploration opportunities that are expected to be low cost and potentially transformational.
· Highly experienced Beacon Energy Board and management team, with significant combined regional, technical and capital markets experience.
– The experienced operating team at Rhein Petroleum, which has a track record of exploration, appraisal, development and production operations, is expected to remain in place following the Acquisition.
– Subject to the Acquisition completing, it is proposed that Stewart MacDonald and Leo Koot will join the Board as Chief Financial Officer and Non-Executive Director, respectively.
– In conjunction with the Acquisition, the Company has conditionally issued 5,491,516,026 Fundraise Shares by way of a Placing, a Primary Bid Offer, the Subscription and the issue of the Director and Adviser Fee Shares at the Fundraise Price of 0.11 pence to raise total gross proceeds of £6.04 million.
– The net proceeds together with the Company’s existing cash resources will be used to fund the drilling of the SCHB-2 development well [onshore Germany] and for general working capital requirements.
– The Company’s Existing and Proposed Directors (excluding Ross Warner) have subscribed for, in aggregate, £0.47 million of new Ordinary Shares pursuant to the Fundraise.
Further comprehensive information on the Rhein Petroleum assets, the Acquisition and the Resolutions can be found in the Company’s Admission Document (and the Notice of Extraordinary General Meeting set out therein), which will today be made available on the Company’s website at www.beaconenergyplc.com and posted to Shareholders.
Larry Bottomley, Chief Executive Officer of Beacon Energy, commented:
“We are delighted to have closed out this Fundraise which, despite the very challenging market conditions of the past couple of weeks, reflects good demand for the investment proposition that we put in front of new and existing shareholders. The acquisition of Rhein Petroleum is truly transformative for Beacon, providing the Company with proven reserves, existing and near-term production growth, material upside potential and an exciting pipeline of value catalysts in the next 18 months. We look forward to updating the market in due course regarding the final outstanding milestones associated with the RTO process.”
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