TIDMBCE
RNS Number : 4724V
Beacon Energy PLC
05 April 2023
5 April 2023
Beacon Energy plc
("Beacon Energy" or the "Company")
Results of the EGM
Beacon Energy plc ( AIM:BCE ), the energy company seeking growth
through acquisition or farm-in to interests in discovered upstream
projects, is pleased to announce that at the Company's
Extraordinary General Meeting held earlier today ("EGM"), all
resolutions including the special resolutions proposed were duly
passed on a poll.
The Existing Ordinary Shares will be cancelled from trading on
AIM and the new Ordinary Shares, including the Placing Shares, the
Consideration Shares, the Primary Bid Shares, the TOH Subscription
Shares, the Director Subscription Shares, the Director Fee Shares
and the Adviser Fee Shares are expected to be admitted to trading
on AIM with effect from 8.00 a.m. on 11 April 2023 under the ISIN
of IM00BKSCP798. Following Admission, the Company will have
10,507,679,620 Ordinary Shares in issue.
In addition, on Admission, as set out in the Admission Document,
the following Proposals will become unconditional in all
respects:
-- The Acquisition by the Company of the entire issued and to be
issued share capital of Rhein Petroleum GmbH, which comprises of a
reverse takeover for the purposes of Rule 14 of the AIM Rules for
Companies, pursuant to the terms of the SPA;
-- The waiver under Rule 9 of the UK City Code on Takeovers and Mergers;
-- The issue of 3,488,549,633 Consideration Shares, 588,429,355
Director Fee Shares, 935,909,087 Adviser Fee Shares, 2,290,909,082
Placing Shares, 134,545,454 PrimaryBid Shares, 427,272,726 Director
Subscription Shares and 1,114,450,322 TOH Subscription Shares;
and
-- The appointment of Stewart MacDonald and Leo Koot to the Board as Chief Financial Officer and Non-executive director, respectively.
Director Shareholdings
Further to the passing of, inter alia, Resolution 3, the
Director Fee Shares and Director Subscription Shares will now be
issued and the resultant beneficial interests in the Company's new
Ordinary Shares of the relevant individuals on Admission will be as
set out below:
Director Number of Director Number of Number of Percentage of
Existing Ordinary Subscription Director Fee Ordinary Shares Enlarged
Shares Shares Share(1) on Admission Share Capital (%)
Mark Rollins 76,461,976 159,090,909 89,728,363 325,281,248 3.10
------------------ ------------------ ------------------ ----------------- ------------------
Stephen Whyte (2) 391,266 22,727,272 29,610,360 52,728,898 0.50
------------------ ------------------ ------------------ ----------------- ------------------
Ross Warner 205,287 - - 205,287 0.00
------------------ ------------------ ------------------ ----------------- ------------------
Larry Bottomley 47,058,823 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 (3) - 159,090,909 - 159,090,909 1.51
------------------ ------------------ ------------------ ----------------- ------------------
(1)The Director Fee Shares will be held in escrow in a
subsidiary of the Company and will be released to the Directors as
appropriate after two years.
(2) Stephen Whyte's interest is held in the name of Nicola
Louise Whyte, his wife.
(3) 29,610,360 Director Fee Shares that were to be held for the
benefit of Leo Koot will now be held for the benefit of Tulip Oil
Holding B.V. on Admission and as such are included in its holding
as set out below.
Further to the passing of the Proposals, 770,542,318 Options
over new Ordinary Shares have been granted to directors. The number
of Options over new Ordinary Shares granted to each recipient is as
set out below:
Director Existing Options and Warrants New Options be granted on Admission Total Options
on Admission
Mark Rollins 71,898,823 117,768,476 142,608,476
------------------------------ ------------------------------------ --------------
Stephen Whyte 1,670,000 56,080,226 57,750,226
------------------------------ ------------------------------------ --------------
Ross Warner 5,180,000 56,080,226 61,260,226
------------------------------ ------------------------------------ --------------
Larry Bottomley 78,728,823 362,652,136 394,322,136
------------------------------ ------------------------------------ --------------
Stewart MacDonald - 177,961,254 177,961,254
------------------------------ ------------------------------------ --------------
Admission and Total Voting Rights
Application has been made to the London Stock Exchange for the
up to 10,507,679,620 new Ordinary Shares to be admitted to trading
on AIM ("Admission"). It is expected that Admission will become
effective and that dealings in the New Ordinary Shares will
commence at 8.00 a.m. on 11 April 2023. The new Ordinary Shares
will trade under the new ISIN of IM00BKSCP798. There are no
Ordinary Shares held in treasury.
Maximum Controlling Position
On Admission, 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 on and maximum
Admission controlling
Concert Party Member position
-------------------------------------------- -------------------------
Tulip Oil Holding B.V. 4,285,856,888* 40.79**
-------------------------------------------- -------------------------
Leo Koot 159,090,909 1.51
-------------------------------------------- -------------------------
Held within Barclays Bank plc
and managed for clients on a discretionary
basis 225,000 0.00
-------------------------------------------- -------------------------
Total 4,445,172,797 42.30
-------------------------------------------- -------------------------
*inclusive of 29,610,360 Director Fee Shares that were to be
held in escrow for the benefit of Leo Koot but will now be held for
the benefit of Tulip Oil Holding B.V. on Admission
** The maximum controlling position (excluding the Director Fee
Shares as set out in * above) 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 Oil Holding B.V. 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.
Capitalised terms used in this announcement carry the same
meanings as those ascribed to them in the Company's Admission
Document dated 21 March 2023 and/or the Company's announcement of
21 March 2023, unless the context requires otherwise .
The Admission Document and further information on the Company
can be found on Beacon Energy's website at:
www.beaconenergyplc.com
Larry Bottomley, Chief Executive Officer of Beacon Energy,
commented:
"The overwhelming support of our shareholders at the EGM is
extremely encouraging and represents an important milestone in the
process of rebuilding the Company undertaken over the last year -
creating a clean cash shell, relaunching the company by securing
low-risk, high-margin assets that have the capability to deliver a
self-funding business and a portfolio that offers numerous
near-term value catalysts.
We look forward to updating the market on operational milestones
as we aggressively pursue the development of the Erfelden
Field."
For further information, please contact :
Beacon Energy plc
Larry Bottomley (CEO) / Stewart MacDonald via Buchanan
(Proposed CFO)
Strand Hanson Limited (Financial and Nominated Adviser)
+44 (0)20 7409
Rory Murphy / James Bellman / Robert Collins 3494
Tennyson Securities (Joint Broker)
+44 (0)20 7186
Peter Krens 9030
Optiva Securities Limited (Joint Broker)
+44 (0)20 3411
Christian Dennis 1881
Buchanan (Public Relations) +44 (0)20 7466
Ben Romney / Jon Krinks 5000
For further information, please visit www.beaconenergyplc.com and @BeaconEnergyPlc on Twitter
To register for Beacon Energy's email alerts, please complete
the following form:
https://www.beaconenergyplc.com/media-centre/news/#alerts
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 Union
(Withdrawal) Act 2018.
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END
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