TIDMBCE
RNS Number : 6862T
Beacon Energy PLC
21 March 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL .
Capitalised terms used in this announcement carry the same
meanings as those ascribed to them in the Company's Admission
Document (available at www.beaconenergyplc.com) unless the context
requires otherwise.
21 March 2023
Beacon Energy plc
("Beacon Energy" or the "Company")
Update re Proposed Reverse Takeover Transaction
Publication of Admission Document,
Notice of Extraordinary General Meeting,
Proposed Acquisition of entire issued and to be issued capital
of Rhein Petroleum GmbH,
Proposed Fundraise,
Proposed Board Appointments, and
Proposed Grant of Options
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
GBP6.04 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.
Key Highlights :
-- 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.
-- Fundraise
- 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 GBP6.04 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, GBP0.47 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."
For further information, please contact :
Beacon Energy plc
Larry Bottomley (CEO) / Stewart MacDonald via Buchanan
(Proposed CFO)
Strand Hanson Limited (Financial and Nominated Adviser)
Rory Murphy / James Bellman / Robert Collins +44 (0)20 7409 3494
Tennyson Securities (Joint Broker)
Peter Krens +44 (0)20 7186 9030
Optiva Securities Limited (Joint Broker)
Christian Dennis +44 (0)20 3411 1881
Buchanan (Public Relations)
Ben Romney / Jon Krinks +44 (0)20 7466 5000
Further Information
Key Terms of the SPA
Under the terms of the SPA, the Sellers will be issued
3,488,549,633 new Ordinary Shares representing 33.2 per cent. (29.9
per cent. issued to Tulip and 3.3 per cent. issued to DRAG, pro
rata to their current interest in Rhein Petroleum) of the Enlarged
Share Capital on Admission (the "Consideration Shares"). Pursuant
to the terms of the SPA and the Tulip Subscription Letter, Tulip
has also conditionally subscribed for 1,114,450,322 new Ordinary
Shares at the Fundraise Price and subject to the arrangements set
out in paragraph 13.3 of Part IX of the Admission Document,
representing 10.61 per cent. of the Enlarged Share Capital, such
that, on Admission, Tulip will hold a 40.51 per cent. interest in
the Enlarged Share Capital. Such new Ordinary Shares held by the
Sellers will be subject to a lock-in agreement, with Tulip also
having entered into a Relationship Agreement with the Company.
As part of the total consideration, Beacon will purchase the
Sellers Intercompany Receivable, which is the debt owed by Rhein
Petroleum to Tulip pursuant to a loan agreement between Tulip and
Rhein Petroleum dated 21 July 2016 for total consideration of EUR 1
(the "Intercompany Receivable Consideration").
In addition to the Equity Consideration and the Intercompany
Receivable Consideration, and as part of the total Consideration,
Tulip and DRAG will receive contingent "earn-out" consideration
based on the future production of the Rhein Petroleum Assets,
payable by Beacon, consisting of:
a) contingent consideration in cash equal to 10 per cent. of the
Net Production Proceeds from the current and existing licences
(including renewals) over the acreages of Steig, Erfelden, Graben
and Lauben (collectively, the "Acreage"); and
b) contingent consideration in cash equal to 3 per cent. of the
Net Production Proceeds from the licences held by Rhein Petroleum
on Admission, but excluding the Acreage.
(a) and (b) together, the "Earn Out Consideration".
Any Earn Out Consideration accrued until 31 March 2025 shall
only be due and payable on 30 June 2025. Subsequent to which, the
Company shall be required to pay the Earn Out Consideration on the
last date of the next Earn Out Period. Tulip and Drag are entitled
to 90 per cent. and 10 per cent., respectively, of the Earn-Out
Consideration.
The full terms of the SPA are set out in the Company's Admission
Document.
Completion Conditions
Completion of the SPA is subject to the following conditions
being satis ed:
-- the Placing Agreement having been entered into by the parties
to it and having become unconditional save for Admission (and not
having been terminated prior to Admission);
-- the Company having published the Admission Document following
the approval of the Takeover Panel of the Admission Document for
the purposes of Section 2I to Appendix 1 to the Takeover Code;
-- certain resolutions of the Company approving the Acquisition
having been passed without amendment at the Company's Extraordinary
General Meeting;
-- the Takeover Panel having waived, conditional upon the
approval by the Independent Shareholders of the Rule 9 Waiver
Resolution on a poll, any obligation which would otherwise be
imposed on the Concert Party, either individually or collectively,
under Rule 9 of the City Code to make a general offer for the
Company, as a result of the issue of the TOH Consideration Shares,
the TOH Subscription Shares and the exercise of the TOH
Warrants;
-- reasonable evidence that the extensions of (i) the licences
for Karlsruhe-Leopoldshafen and (ii) the operating schedules for
Schwarzbach and Steig having been granted by the relevant German
authorities;
-- Land Hessen, being the authority responsible for all permits
of licences in the area of the state Hessen in Germany, having
released in writing the DRAG Security and approved the DRAG
Security Replacement (as the case may be).
It is noted that the Operating Schedule for Schwarzbach and the
Licence for Karlsruhe-Leopoldshafen were granted following the date
of the SPA and are valid to 31 December 2026 and 31 December 2025
respectively. The Company notes that the extension of the Steig
operating schedule has been applied for and is expected to be
received in due course, however, the Company has agreed with the
Sellers that to the extent that it has not been received by the
date of the Extraordinary General Meeting, the Company will waive
this completion condition.
Notice of Extraordinary General Meeting
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 which
will be held at 9.00 a.m. London time on 5 April 2023 at the of ces
of 55 Athol Street, Douglas, Isle of Man, IM1 1LA. (the
"Extraordinary General Meeting"), formal notice of which is
incorporated in the Company's Admission Document (the "Notice of
Extraordinary General Meeting"). If the relevant Resolutions are
duly passed at the Extraordinary General Meeting, and the other
completion conditions are satisfied, the Company's existing trading
facility on AIM will be cancelled and the Company will apply for
the Enlarged Share Capital to be re-admitted to trading on AIM.
The Notice of Extraordinary General Meeting sets out resolutions
to approve, inter alia, the Acquisition, the Fundraise and the Rule
9 Waiver Resolution.
Assuming that the Resolutions are approved, it is expected that
Admission will occur and trading in the New Ordinary Shares will
commence at 8.00 a.m. (London time) on 11 April 2023.
Shareholders should note that the Resolutions are
inter-conditional. If any of the Resolutions are not passed at the
Extraordinary General Meeting, the Acquisition and the Fundraise
will not proceed, and the Directors will need to consider
alternative options for the Company. The Company will have expended
material funds in pursuing the proposed Acquisition and would
therefore incur signi cant abort costs and it is unlikely that a
suitable alternative Re-admission Transaction and/or funding on
similar commercial terms to the Fundraise can be obtained on a
timely basis or at all and it is likely that admission of the
Company's Existing Ordinary Shares will be cancelled.
A Form of Proxy has been sent to Shareholders alongside the
Admission Document and can be downloaded from the Company's website
at: www.beaconenergyplc.com . To be valid, completed Forms of Proxy
must be completed and delivered, sent by post or sent by email to
gdevlin@fim.co.im or by facsimile to + 44 (0)1624 604790 together
with the power of attorney or other authority (if any) under which
it is signed (or a notarially certified copy or copy in some other
manner approved by the directors of such authority) to FIM Capital
Limited, 55 Athol Street, Douglas, Isle of Man IM1 1LA, as soon as
possible and in any event so as to arrive not later than 9.00 a.m.
(London time) on 3 April 2023 or, in the event that the meeting is
adjourned, not later than 48 hours before the time appointed for
the meeting or any adjournment thereof.
The Chairman of the Extraordinary General Meeting will direct
that voting on all Resolutions set out in the Notice will take
place by way of a poll. The final poll vote result on each
resolution will be published immediately after the Extraordinary
General Meeting on the Company's website.
The Fundraise
In conjunction with the Acquisition, the Company will, subject
to shareholder approval, issue 5,491,516,026 Fundraise Shares by
way of a Placing, a Primary Bid Offer, the Tulip Subscription, the
Director Subscription and the issue of Director and Adviser Fee
Shares at the Fundraise Price of 0.11 pence to raise total gross
proceeds of GBP6.04 million.
Pursuant to the Placing, Tennyson Securities and Optiva
Securities have conditionally raised GBP2.52 million (before
expenses) for the Company though the placing of the Placing Shares
with investors at the Fundraise Price conditional, among other
things, upon the Resolutions being approved by Shareholders at the
Extraordinary General Meeting, completion of the Acquisition, and
on Admission becoming effective by not later than 8.00 a.m. on 11
April 2023 (or such later date as Strand Hanson, Tennyson
Securities and Optiva Securities may agree not being later than 14
April 2023).
The Primary Bid Offer has conditionally raised approximately
GBP0.15 million (before expenses). Completion of the Primary Bid
Offer is conditional on the Proposals and is being undertaken to
facilitate potential retail participation in the Company.
Tulip has also conditionally subscribed for 1,114,450,322 new
Ordinary Shares at the Fundraise Price, representing approximately
10.61 per cent. of the Enlarged Share Capital, such that, on
Admission, subject to shareholder approval, Tulip will hold
approximately 40.51 per cent. of the Enlarged Share Capital. Such
new Ordinary Shares held by Tulip will be subject to a lock-in
agreement and also subject to a Relationship Agreement, details of
which are set out in the Company's Admission Document.
The net proceeds of the Fundraise are estimated at GBP4.77
million (including the GBP0.65 million of Director Fee Shares). The
net proceeds together with the Company's existing cash resources
will be used to fund the drilling and, if decided upon by Beacon,
the testing of the SCHB-2 well, and if successful, to install flow
lines and hook up the wells to Rhein Petroleum's production
facilities.
The Directors, and Proposed Directors, are participating in the
Fundraise by way of a subscription for a total of 427,272,726
Placing Shares, as set out below, and in addition have agreed to
convert certain of their future fees into new Ordinary Shares at
the Fundraise Price (the "Director Fee Shares").
Director Director Director Number of Percentage
Subscription Fee Shares new Ordinary of Enlarged
Shares Shares on Share Capital
Admission (%)
Mark Rollins 159,090,909 89,728,363 325,281,248 3.10
-------------- ------------ -------------- ---------------
Stephen Whyte 22,727,272 29,610,360 52,728,898 0.50
-------------- ------------ -------------- ---------------
Ross Warner - - 205,287 0.00
-------------- ------------ -------------- ---------------
Larry Bottomley 68,181,818 246,753,000 361,993,641 3.45
-------------- ------------ -------------- ---------------
Stewart MacDonald 18,181,818 192,727,272 210,909,090 2.01
-------------- ------------ -------------- ---------------
Leo Koot 159,090,909 29,610,360 188,701,269 1.80
-------------- ------------ -------------- ---------------
The Fundraise will result in the issue of in total 5,491,516,026
new Ordinary Shares (representing, in aggregate, approximately
52.26 per cent., of the Enlarged Share Capital). The Fundraise
Shares, when issued and fully paid, will rank pari passu in all
respects with the Ordinary Shares and therefore rank equally for
all dividends or other distributions declared, made or paid after
the date of issue of the Fundraise Shares. No temporary documents
of title will be issued.
In addition to the Fundraise, Tulip has provided the
Decommissioning Security Loan, of which GBP1.0 million is available
to the Company for use as general working capital.
The Fundraise is conditional, inter alia, upon the passing of
the Resolutions at the Extraordinary General Meeting, completion of
the Acquisition, and on Admission becoming effective by not later
than 8.00 a.m. (London time) on 5 April 2023 (or such later date as
Strand Hanson, Tennyson Securities and Optiva Securities may agree
not being later than 14 April 2023). Accordingly, if any of such
conditions are not satisfied, or, if applicable, waived, the
Placing will not proceed.
Use of Proceeds
A summary of the intended use of proceeds of the Fundraise is
shown in the table below:
Use of Net Proceeds GBPm
Drilling, completion and tie-back of SCHB-2 development
well 4.7
Working capital 1.0
Total 5.7
========================================================= =====
Significant Shareholders
Immediately following Admission, the Company's significant
shareholders holding over 3 per cent. of the Enlarged Share Capital
are expected to comprise:
Shareholder Number of New Percentage of the
Ordinary Shares Enlarged Share Capital
on Admission
Tulip Oil Holding B.V. 4,256,246,528 40.51
----------------- ------------------------
Anavio Capital Partners
LLP 545,454,545 5.19
----------------- ------------------------
Larry Bottomley 361,993,641 3.45
----------------- ------------------------
Deutsche Rohstoff AG 346,753,427 3.30
----------------- ------------------------
Mark Rollins 325,281,248 3.10
----------------- ------------------------
Options, Warrants and Fee Share Issues
Director Fee Shares
On Admission, the Board intends to issue, in aggregate,
588,429,355 Director Fee Shares, including to certain of the
Existing Directors, in lieu of a proportion of their proposed fees
for the 24 month period following Admission, calculated on the
basis of the Fundraise Price.
It is the Board intention to establish, prior to Admission, an
Employee Bene t Trust to hold the Director Fee Shares, the trustee
for which (the "Trustee") is still to be determined, such that the
directors may, from Admission, direct the Trustee to transfer, from
time to time, such number of Director Fee Shares held in the name
of the Employee Bene t Trust as would correspond to the relevant
fees earned (calculated at the Fundraise Price) to the relevant
bene cial directors. In the event that an Employee Bene t Trust is
not established prior to Admission, the Director Fee Shares will be
issued directly to the relevant Directors (subject to equivalent
restrictions) or alternative arrangements will be noti ed.
The issue of the Director Fee Shares to certain of the Existing
Directors, as set out above, is considered to be a related party
transaction for the purposes of Rule 13 of the AIM Rules for
Companies. Ross Warner, a Non-Executive Director of the Company,
will not receive any Director Fee Shares and therefore is
independent with respect to the matter of the issue of the Director
Fee Shares and considers, having consulted with Strand Hanson, the
Company's Nominated Adviser, that the terms of the proposed issue
of the Director Fee shares is fair and reasonable insofar as the
Company's shareholders are concerned.
Adviser Fee Shares
Certain of the Company's advisers have agreed with the Company
to receive 935,909,087 Adviser Fee Shares in place of fees agreed
in connection with the Proposals. The Adviser Fee Shares are
subject to lock-in agreements for a period of 12 months from the
date of Admission.
Seller Warrants
Pursuant to the SPA, the Company has also agreed to issue
1,097,537,674 TOH Warrants and 89,415,627 DRAG Warrants to Tulip
and DRAG respectively, which operate as an anti-dilution mechanism
in respect of any Options or Warrants in existence on Completion.
The TOH Warrants and the DRAG Warrants are exercisable at nil cost
and vest only if and to the extent that any Options or Warrants
that existed as at the date of the SPA are exercised by the holders
thereof.
Fee Options and Warrants
On Admission, the Board intends to issue, in aggregate,
188,803,430 accrued fee options ("Accrued Fee Options"), including
to the Existing Directors, in lieu of accrued and unpaid fees of
GBP212,185 during the period from 1 February 2022 to 31 December
2022 inclusive, calculated on the basis of the Fundraise Price.
In addition, Share Option Agreements in agreed form have been
provided to Mark Rollins, Stephen Whyte, Ross Warner, Larry
Bottomley and Stewart MacDonald, in respect of, in aggregate,
581,738,888 new Options over New Ordinary Shares exercisable at the
Fundraise Price to be granted on Admission.
The total number of Options over New Ordinary Shares to be
granted to each recipient is as set out below:
Director / Proposed Director New Options to be granted on
Admission
Mark Rollins 117,768,476
-----------------------------
Stephen Whyte 56,080,226
-----------------------------
Ross Warner 56,080,226
-----------------------------
Larry Bottomley 362,652, 136
-----------------------------
Stewart MacDonald 177,961,254
-----------------------------
Issue of Adviser Warrants
On Admission, the Company will issue, in aggregate, 138,799,998
Adviser Warrants exercisable at the Fundraise Price to certain
advisers of the Company in respect of fees associated with the
Proposals.
Proposed Board Changes
As mentioned above, 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.
The Board will, on Admission, comprise six Directors (including the
Proposed Directors) of which two are executive and four are
non-executive, including the Chairman, who is deemed to be
independent. The Board has significant experience in the oil &
gas industry and of service on the boards of public companies. The
Board considers Mark Rollins, Ross Warner and Stephen Whyte to be
independent non-executive directors.
Further information on Stewart MacDonald and Leo Koot, including
the information required to be disclosed pursuant to Schedule 2(g)
of the AIM Rules, is provided in the Company's Admission Document
and will also be announced on conclusion of the Extraordinary
General Meeting subject to the Resolutions being approved by
Shareholders.
Lock-in and Orderly Market Arrangements
Lock-in and Orderly Market Agreements in respect of, in
aggregate, 4,602,999,955 Ordinary Shares have been entered into by
(i) the Company, (ii) Strand Hanson, (iii) Tennyson Securities (iv)
Optiva Securities and (v) the Locked-In Shareholders, pursuant to
which each Locked-In Shareholder has, conditional on Admission,
undertaken as a separate undertaking to each of the Company, Strand
Hanson, Tennyson Securities and Optiva Securities that, subject to
certain limited exceptions, they will not dispose of, or agree to
dispose of, new Ordinary Shares held by them or on behalf of them
for a period of 12 months from the date of Admission.
Lock-in and Orderly Market Agreements in respect of, in
aggregate, 1,139,819,433 Ordinary Shares have been additionally
been entered into by (i) the Company, (ii) Strand Hanson, (iii)
Tennyson Securities (iv) Optiva Securities and (v) the Locked-In
Directors, pursuant to which each Locked-In Director has,
conditional on Admission, undertaken as a separate undertaking to
each of the Company, Strand Hanson, Tennyson Securities and Optiva
Securities/ that, subject to certain limited exceptions, they will
not dispose of, or agree to dispose of, Ordinary Shares held by
them or on behalf of them for a period of 12 months from the date
of Admission.
Each Locked-In Shareholder and Locked-In Director has also
undertaken that for the period of 12 months following the rst
anniversary of the date of Admission, subject to certain
conditions, they will only dispose of Ordinary Shares held by them
in consultation with Strand Hanson, Tennyson Securities and Optiva
Securities so as to ensure an orderly market for the issued share
capital of the Company.
The Company's advisers due to receive the Adviser Fee Shares
have agreed to enter into lock-in agreements for a period of 12
months from the date of Admission in respect of the Adviser Fee
Shares.
Decommissioning Security Loan
Under the terms of the SPA, the Company (as security provider),
Tulip (as lender) and Rhein Petroleum (as borrower) entered into a
decommissioning security loan agreement. To the extent escrow cash
is required to implement a DRAG Security Replacement, Tulip shall
provide a secured loan to Rhein Petroleum (the "Decommissioning
Security Loan"). Pursuant to the terms of the Decommissioning
Security Loan, Tulip has agreed to make available to Rhein
Petroleum a term loan facility in an aggregate amount equal to the
total of the following:
-- the maximum amount of EUR 1,900,000 ("Tranche A"), before or at Admission;
-- the maximum amount of EUR 250,000 ("Tranche B"), until 12
months following the Admission Date; and
-- the amount equal to 37.5 per cent. of any tax claim Rhein
Petroleum is required to pay arising from certain arrangements
between Rhein Petroleum and Tulip (the "Tax Reimbursement Claim")
("Tranche C"), received on or before 31 December 2024; and
-- the maximum amount of EUR that is equivalent to GBP1,000,000
calculated at the relevant exchange rate ("Tranche D")
Related Party Transaction
The issue of the Director Subscription Shares to Mark Rollins,
Larry Bottomley and Stephen Whyte, as set out above, is considered
to be a related party transaction for the purposes of Rule 13 of
the AIM Rules for Companies. Accordingly, the independent director,
in respect of such issues, being Ross Warner, considers, having
consulted with Strand Hanson Limited (the Company's Nominated
Adviser), that the terms of such subscription are fair and
reasonable insofar as the Company's shareholders are concerned.
City Code and Rule 9 Waiver
The City Code applies to the Company and governs, among other
things, transactions which may result in a change of control of a
company to which the City Code applies. Following Admission, the
City Code will continue to apply to the Company.
Rule 9 of the City Code
The City Code applies to a company whose shares are admitted to
trading on AIM if that company's registered of ce is in the United
Kingdom, the Channel Islands or the Isle of Man. The Company is
incorporated in the Isle of Man, the Existing Ordinary Shares are
currently admitted to trading on AIM and application will be made
for the Enlarged Share Capital to be re-admitted to trading on AIM.
Accordingly, the City Code applies, and will continue to apply, to
the Company.
Rule 9 of the City Code is designed to prevent the acquisition
of control of a company to which the City Code applies, by any
person, without a general cash offer being made to all shareholders
of that company.
Under Rule 9 of the City Code ("Rule 9"), any person who
acquires an interest in shares (as de ned in the City Code),
whether by a series of transactions over a period of time or not,
which (taken together with any interest in shares held or acquired
by persons acting in concert (as de ned in the City Code) with him)
in aggregate, carry 30 per cent. or more of the voting rights of a
company which is subject to the City Code, that person is normally
required by the Panel to make a general offer to all of the
remaining shareholders to acquire their shares.
Similarly, Rule 9 of the City Code also provides that when any
person, together with persons acting in concert with him, is
interested in shares which in aggregate carry not less than 30 per
cent. of the voting rights of such a company but does not hold
shares carrying more than 50 per cent. of such voting rights, a
general offer will normally be required if any further interests in
shares carrying voting rights are acquired by any such person or
person acting in concert with that person.
An offer under Rule 9 must be in cash, or be accompanied by a
cash alternative, at the highest price paid by the person required
to make the offer, or any person acting in concert with him, for
any interest in shares of the company during the 12 months prior to
the announcement of the offer.
However, where the obligation to make a mandatory offer under
Rule 9 of the City Code might arise following an issue of new
shares, the Takeover Panel will normally consent to a waiver of
that obligation provided that, among other things, this is approved
by a vote of independent shareholders, and a procedure compliant
with that set out in Appendix 1 to the City Code is followed.
The Concert Party
Under the City Code, a concert party arises where persons who,
pursuant to an agreement or understanding (whether formal or
informal), actively co-operate to obtain or consolidate control of
that company or to frustrate the successful outcome of an offer for
a company. Under the City Code control means an interest, or
aggregate interest, in shares carrying 30 per cent. or more of the
voting rights of the company, irrespective of whether the interest
or interests give de facto control.
Under presumption 10 of the City Code's de nition of acting in
concert, shareholders in a private company who sell their shares in
that company in consideration for the issue of new shares in a
company to which the Code applies are presumed to be acting in
concert.
Tulip and DRAG are the two shareholders of Rhein Petroleum
which, following completion of the Acquisition at the time of
Admission, will receive the Equity Consideration in the Company.
However, the Company and the Takeover Panel have agreed that Tulip
and DRAG should not be treated as acting in concert for the
purposes of the City Code.
The City Code also applies a presumption that a company ("Y")
will be acting in concert with another company ("Z") where one of
the companies is interested, directly or indirectly, in 30 per
cent. or more of the equity share capital in the other, together
with any company which would be presumed to be acting in concert
with either Y or Z under the presumption set out immediately below,
all with each other.
In addition, the City Code applies a presumption that a company
("X") is acting in concert with any company which controls, is
controlled by or is under the same control as X, all with each
other.
The City Code also provides that a fund manager will be treated
as having an interest in securities which it manages for a client
on a discretionary basis.
Applying the presumptions above, Tulip, Northwharf Nominees (a
member of the Barclays Group) together with other members of the
Barclays Group and Stichting Pensioenfonds ABP together with
members of its group are presumed to be acting in concert in
relation to the Company.
Full details of the members of the Concert Party are set out in
the Admission Document.
On Admission and following the completion of the Proposals, the
members of the Concert Party will in aggregate, be interested in
4,445,172,797 Ordinary Shares, representing approximately 42.30 per
cent. of the Enlarged Share Capital (on an undiluted basis).
The TOH Warrants operate as an anti-dilution mechanism to
safeguard Tulip's interest in the Company and are exercisable by
Tulip only if and to the extent that any Options or Warrants in
existence on Completion are exercised by the holders thereof.
Therefore, assuming that there are no other changes to the
Company's current issued share capital, the interests of the
members of the Concert Party will be maintained at that level and
the TOH Warrants do not affect the maximum percentage holding of
the Concert Party.
On Admission and following completion of the Proposals, the
members of the Concert Party will, therefore be interested in
Ordinary Shares carrying more than 30 per cent. of the voting
rights of the Company but will not hold shares carrying more than
50 per cent. of the voting rights of the Company. For so long as
the members of the Concert Party continue to be acting in concert,
any increase in their aggregate interest in Ordinary Shares will be
subject to the provisions of Rule 9.
Maximum Controlling Position
On Admission and following completion of the Proposals, the
members of the Concert Party will, in aggregate, be interested in
4,445,172,797 Ordinary Shares, representing approximately 42.30 per
cent. of the Enlarged Share Capital (on an undiluted basis). The
following table sets out the Concert Party's shareholdings in the
Enlarged Group on Admission.
% of Enlarged
Share
No. of Capital
on
Ordinary Shares Admission
in Enlarged Group and maximum
on Admission controlling
Concert Party Member position
Tulip Oil Holding B.V. 4,256,246,528 40.51*
Leo Koot 188,701,269 1.80*
Held within Barclays Bank plc
and managed for clients on a discretionary
basis
Total 225,000 0.00*
* The maximum controlling position takes into account the TOH
Warrants, which operate as an anti-dilution mechanism in respect of
any Options or Warrants in existence on Completion and are
exercisable by Tulip only if and to the extent that any Options or
Warrants in existence on Completion are exercised by the holders
thereof, and assumes that there are no other changes to the
Company's current issued share capital. The TOH Warrants do not
therefore affect the maximum percentage holding of the Concert
Party.
Waiver of Rule 9 of the City Code
On Admission and following completion of the Proposals, the
members of the Concert Party will, in aggregate, be interested in
4,445,172,797 Ordinary Shares, representing approximately 42.30 per
cent. of the Enlarged Share Capital (on an undiluted basis). The
issue of the TOH Consideration Shares, the TOH Subscription Shares
and the exercise by Tulip of any TOH Warrants would normally
trigger an obligation for an offer to be made under Rule 9 of the
City Code to all the remaining Shareholders to acquire their
shares.
However, the Company has applied to the Takeover Panel for a
waiver of Rule 9 of the City Code in order to permit the issue of
the TOH Consideration Shares and the TOH Subscription Shares and
the exercise by Tulip of any TOH Warrants to occur without
triggering an obligation on the part of the Concert Party to make a
general offer to the Company's other shareholders and the Takeover
Panel has agreed to grant the Rule 9 Waiver, subject to Independent
Shareholders approving the Rule 9 Waiver Resolution on a poll.
Accordingly, the Rule 9 Waiver Resolution being proposed at the
Extraordinary General Meeting will be taken by means of a poll of
Independent Shareholders voting at the Extraordinary General
Meeting. None of the members of the Concert Party (nor any adviser
connected to them) will vote on the Rule 9 Waiver Resolution, but
may vote on the other Resolutions.
The waiver to which the Takeover Panel has agreed under the
Takeover Code will be invalidated if any purchases of shares in the
Company are made by any member of the Concert Party, or any person
acting in concert with it, in the period between the date of this
document and the Extraordinary General Meeting.
Following Admission, the members of the Concert Party will be
interested in shares carrying more than 30 per cent, of the voting
rights of the Company but will not hold shares carrying more than
50 per cent. of the voting rights of the Company. For so long as
they continue to be acting in concert, any increase in their
aggregate interest in Ordinary Shares will be subject to the
provisions of Rule 9.
The Takeover Panel has agreed to waive, conditional upon the
approval by the Independent Shareholders of the Rule 9 Waiver
Resolution on a poll, the obligation which would otherwise be
imposed on the Concert Party under Rule 9 of the City Code to make
a general offer for the Company as a result of the issue of the TOH
Consideration Shares and the TOH Subscription Shares and the
exercise of the TOH Warrants. Accordingly, Resolution 2 is being
proposed at the Extraordinary General Meeting of the Company and
will be taken on a poll. Only Independent Shareholders will be
entitled to vote on Resolution 2.
Shareholders should note that, if the Rule 9 Waiver Resolution
is passed, the members of the Concert Party will not be restricted
from making an offer for the Company.
Admission, Settlement and Dealings
Application will be made to the London Stock Exchange for the
Enlarged Share Capital to be admitted to trading on AIM. It is
expected that Admission will become effective and that dealings in
the Enlarged Share Capital will commence on 11 April 2023.
Definitive share certificates in respect of the Fundraise Shares
will be dispatched on or before 14 April 2023.
A summary of the Acquisition and Fundraising statistics and
expected timetable of principal events is set out below.
Expected Timetable of Principal Events
Publication of the Admission Document 21 March 2023
Latest time and date for receipt of 9.00 a.m. (London time)
Forms of Proxy on 3 April 2023
Extraordinary General Meeting 9.00 a.m. (London time)
on 5 April 2023
Announcement of result of Extraordinary 5 April 2023
General Meeting
Escrow Completion* 6 April 2023
Admission and commencement of dealings 11 April 2023
in the Enlarged Share Capital on AIM
Completion of the Acquisition 11 April 2023
CREST accounts expected to be credited 11 April 2023
in respect of the Fundraise Shares
in uncertified form
Despatch of definitive share certificates By 14 April 2023
in respect of the Fundraise Shares
Note: Each of the times and dates set out above and mentioned
elsewhere in the document may be subject to change at the absolute
discretion of the Company and Strand Hanson without further notice.
All references are to London time unless otherwise stated.
Temporary documents of title will not be issued.
Placing and Admission Statistics
Number of Existing Ordinary Shares
in issue at the date of this announcement 1,527,613,961
Fundraise Price 0.11 pence
Enlarged Share Capital - Number of
Ordinary Shares on Admission(1) : 10,507,679,620
Number of Fundraise Shares(2) 5,491,516,026
Number of Consideration Shares 3,488,549,633
Options outstanding as a percentage
of the Enlarged Share Capital on
Admission 7.94
Warrants outstanding as a percentage
of the Enlarged Share Capital on
Admission 17.85
Market capitalisation following Admission GBP11.56 million
at the Fundraise Price
Percentage of the Enlarged Share
Capital not in public hands 63.56
Gross proceeds of the Fundraise GBP6.04
Estimated net proceeds of the Fundraise(3) GBP4.77 million
Trading symbol for the Ordinary Shares BCE
on AIM
ISIN of the Existing Ordinary Shares IM00BKSCP798
SEDOL of the Existing Ordinary Shares BKSCP79
Legal Entity Identifier 213800TZWOYUFZ5V63
(1) This gure assumes that no Options or Warrants that are
outstanding as at the date of this document are exercised between
the date of this document and Admission.
(2) Including the Director Fee Shares and Adviser Fee Shares
(3) Including the value of the Director Fee Shares
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 as it forms part of
United Kingdom domestic law by virtue of the European (Withdrawal)
Act 2018.
Strand Hanson Limited ("Strand Hanson") is acting as Nominated
and Financial Adviser to the Company and Tennyson Securities (the
trading name of Shard Capital Partners LLP) ("Tennyson Securities")
and Optiva Securities Limited ("Optiva Securities") are acting as
joint Brokers to the Company.
Additional information on the Proposed Directors
Further information on Mr Stewart MacDonald as required to be
disclosed in accordance with Schedule 2 (g) of the AIM Rules for
Companies:
Stewart MacDonald, aged 42, is or has been a director of the
following companies or partnerships in the past five years:
Current directorships/partnerships Past directorships/partnerships
(within the last 5 years)
16 Charlwood Place (Freehold) Rockhopper Exploration plc
Limited
----------------------------------------
South Atlantic Metals Limited Malta Oil Pty Limited
----------------------------------------
Wallop Energy Limited Rockhopper Mediterranean Limited
----------------------------------------
Natural Carbon Capital Limited Melita Exploration Company Limited
----------------------------------------
Warrah Resources Limited Rockhopper Civita Limited
----------------------------------------
Rockhopper Egypt Pty Limited
----------------------------------------
Rockhopper Italia SpA
----------------------------------------
Rockhopper Exploration (Hydrocarbons)
Limited
----------------------------------------
Rockhopper Resources Limited
----------------------------------------
Rockhopper Exploration (Petrochemicals)
Limited
----------------------------------------
Rockhopper Exploration (Oil)
Limited (UK)
----------------------------------------
Rockhopper Exploration (Oil)
Limited (Falkland Islands)
----------------------------------------
Rockhopper Croatia Limited
----------------------------------------
Falkland Oil and Gas Limited
----------------------------------------
Desire Petroleum Limited
----------------------------------------
United Oil & Gas plc
----------------------------------------
Further information on Mr Leo Koot as required to be disclosed
in accordance with Schedule 2 (g) of the AIM Rules for
Companies:
Leo Koot, aged 60, is or has been a director of the following
companies or partnerships in the past five years:
Current directorships/partnerships Past directorships/partnerships
(within the last 5 years)
LWK - Energy Consulting Unipessoal Colombus Energy Resources
LDA
--------------------------------
Tulip Oil Holding BV Afentra Plc (f.k.a. Sterling
Energy Plc)
--------------------------------
Rhein Petroleum GMBH Bahamas Petroleum Company plc
--------------------------------
MENA Gulf / Concordia Capital Avanti Energy & Real Estate BV
--------------------------------
Compania Petrolifera de Sedano
SLU
--------------------------------
In lieu of a proportion of their proposed fees, Stewart and Leo
agreed to take 33 per cent. of their proposed fees as Director Fee
Shares for the 24 month period following Admission, calculated on
the basis of the Fundraise Price.
PDMR Disclosures
Mark Rollins
1. Details of the person discharging managerial responsibilities
/ person closely associated
a. Name Mark Rollins
-------------------------------- ---------------------------------------------
2. Reason for the notification
-------------------------------------------------------------------------------
a. Position/status Non-Executive Chairman
-------------------------------- ---------------------------------------------
b. Initial notification/Amendment Initial Notification
-------------------------------- ---------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------------
a. Name Beacon Energy plc
-------------------------------- ---------------------------------------------
b. LEI 213800TZWOYU7UFZ5V63
-------------------------------- ---------------------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-------------------------------------------------------------------------------
a. Description of the Financial Ordinary Shares of no par
instrument, type of instrument value
Identification code M00BKSCP798
-------------------------------- ---------------------------------------------
b. Nature of the transaction Subscription for new Ordinary
Shares
Director Fee Shares in lieu
of director fees
-------------------------------- ---------------------------------------------
c. Price(s) and volume(s) Type of Price/share Volume (s)
Shares
Subscription
Shares 0.11 pence 159,090,909
------------- ------------
Director
Fee Shares 0.11 pence 89,728,363
------------- ------------
-------------------------------- ---------------------------------------------
d. Aggregated information
* Aggregated volume N/A
* Price
-------------------------------- ---------------------------------------------
e. Date of the transactions 20 March 2023
-------------------------------- ---------------------------------------------
f. Place of the transactions London Stock Exchange's AIM
Market
-------------------------------- ---------------------------------------------
Larry Bottomley
1. Details of the person discharging managerial responsibilities
/ person closely associated
a. Name Larry Bottomley
-------------------------------- ---------------------------------------------
2. Reason for the notification
-------------------------------------------------------------------------------
a. Position/status Chief Executive Officer
-------------------------------- ---------------------------------------------
b. Initial notification/Amendment Initial Notification
-------------------------------- ---------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------------
a. Name Beacon Energy plc
-------------------------------- ---------------------------------------------
b. LEI 213800TZWOYU7UFZ5V63
-------------------------------- ---------------------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-------------------------------------------------------------------------------
a. Description of the Financial Ordinary Shares of no par
instrument, type of instrument value
Identification code M00BKSCP798
-------------------------------- ---------------------------------------------
b. Nature of the transaction Subscription for new Ordinary
Shares
Director Fee Shares in lieu
of director fees
-------------------------------- ---------------------------------------------
c. Price(s) and volume(s) Type of Price/share Volume (s)
Shares
Subscription
Shares 0.11 pence 68,181,818
------------- ------------
Director
Fee Shares 0.11 pence 246,753,000
------------- ------------
-------------------------------- ---------------------------------------------
d. Aggregated information
* Aggregated volume N/A
* Price
-------------------------------- ---------------------------------------------
e. Date of the transactions 20 March 2023
-------------------------------- ---------------------------------------------
f. Place of the transactions London Stock Exchange's AIM
Market
-------------------------------- ---------------------------------------------
Stephen Whyte
1. Details of the person discharging managerial responsibilities
/ person closely associated
a. Name Stephen Whyte
-------------------------------- --------------------------------------------
2. Reason for the notification
------------------------------------------------------------------------------
a. Position/status Non-Executive Director
-------------------------------- --------------------------------------------
b. Initial notification/Amendment Initial Notification
-------------------------------- --------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------------------
a. Name Beacon Energy plc
-------------------------------- --------------------------------------------
b. LEI 213800TZWOYU7UFZ5V63
-------------------------------- --------------------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
------------------------------------------------------------------------------
a. Description of the Financial Ordinary Shares of no par
instrument, type of instrument value
Identification code M00BKSCP798
-------------------------------- --------------------------------------------
b. Nature of the transaction Subscription for new Ordinary
Shares
Director Fee Shares in lieu
of director fees
-------------------------------- --------------------------------------------
c. Price(s) and volume(s) Type of Price/share Volume (s)
Shares
Subscription
Shares 0.11 pence 22,727,272
------------- -----------
Director
Fee Shares 0.11 pence 29,610,360
------------- -----------
-------------------------------- --------------------------------------------
d. Aggregated information
* Aggregated volume N/A
* Price
-------------------------------- --------------------------------------------
e. Date of the transactions 20 March 2023
-------------------------------- --------------------------------------------
f. Place of the transactions London Stock Exchange's AIM
Market
-------------------------------- --------------------------------------------
Stewart MacDonald
1. Details of the person discharging managerial responsibilities
/ person closely associated
a. Name Stewart MacDonald
-------------------------------- ---------------------------------------------
2. Reason for the notification
-------------------------------------------------------------------------------
a. Position/status Proposed Chief Financial Officer
-------------------------------- ---------------------------------------------
b. Initial notification/Amendment Initial Notification
-------------------------------- ---------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------------
a. Name Beacon Energy plc
-------------------------------- ---------------------------------------------
b. LEI 213800TZWOYU7UFZ5V63
-------------------------------- ---------------------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-------------------------------------------------------------------------------
a. Description of the Financial Ordinary Shares of no par
instrument, type of instrument value
Identification code M00BKSCP798
-------------------------------- ---------------------------------------------
b. Nature of the transaction Subscription for new Ordinary
Shares
Director Fee Shares in lieu
of director fees
-------------------------------- ---------------------------------------------
c. Price(s) and volume(s) Type of Price/share Volume (s)
Shares
Subscription
Shares 0.11 pence 18,181,818
------------- ------------
Director
Fee Shares 0.11 pence 192,727,272
------------- ------------
-------------------------------- ---------------------------------------------
d. Aggregated information
* Aggregated volume N/A
* Price
-------------------------------- ---------------------------------------------
e. Date of the transactions 20 March 2023
-------------------------------- ---------------------------------------------
f. Place of the transactions London Stock Exchange's AIM
Market
-------------------------------- ---------------------------------------------
Leo Koot
1. Details of the person discharging managerial responsibilities
/ person closely associated
a. Name Leo Koot
-------------------------------- ---------------------------------------------
2. Reason for the notification
-------------------------------------------------------------------------------
a. Position/status Proposed Non-Executive Director
-------------------------------- ---------------------------------------------
b. Initial notification/Amendment Initial Notification
-------------------------------- ---------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------------
a. Name Beacon Energy plc
-------------------------------- ---------------------------------------------
b. LEI 213800TZWOYU7UFZ5V63
-------------------------------- ---------------------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-------------------------------------------------------------------------------
a. Description of the Financial Ordinary Shares of no par
instrument, type of instrument value
Identification code M00BKSCP798
-------------------------------- ---------------------------------------------
b. Nature of the transaction Subscription for new Ordinary
Shares
Director Fee Shares in lieu
of director fees
-------------------------------- ---------------------------------------------
c. Price(s) and volume(s) Type of Price/share Volume (s)
Shares
Subscription
Shares 0.11 pence 159,090,909
------------- ------------
Director
Fee Shares 0.11 pence 29,610,360
------------- ------------
-------------------------------- ---------------------------------------------
d. Aggregated information
* Aggregated volume N/A
* Price
-------------------------------- ---------------------------------------------
e. Date of the transactions 20 March 2023
-------------------------------- ---------------------------------------------
f. Place of the transactions London Stock Exchange's AIM
Market
-------------------------------- ---------------------------------------------
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END
MSCFIFFRVDILFIV
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March 21, 2023 03:00 ET (07:00 GMT)
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