CatalystWireBeta

Proposed Fundraise

In brief · summary, not quotable

No summary for this filing – the full text is below.

Full announcement

Select text to share a quote on X · sign in to keep highlights & notes in your BCE notes

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.

596/2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED BY VIRTUE OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 ("UK MAR").

Beacon Energy plc

("Beacon Energy" or the "Company")

Proposed Fundraise

Beacon Energy plc (AIM:BCE), the full-cycle oil and gas company with a portfolio of onshore German assets through its wholly-owned subsidiary, Rhein Petroleum GmbH ("Rhein Petroleum"), is pleased to announce that it has engaged Tennyson Securities Limited ("Tennyson") as Bookrunner (the "Bookrunner") to undertake a proposed fundraise of approximately €3.0 million (approximately £2.6 million) (before expenses) by way of a conditional placing to institutional and other investors (the "Placing"), and a retail offer through PrimaryBid today (the "PrimaryBid Offer" and, together with the Placing, the "Fundraise").

Highlights of the Fundraise:

  • A proposed total Fundraise of approximately £2.6 million (before expenses) comprising:

o the Placing to raise approximately £2.6 million (before expenses) through the issue of approximately 5,137,000,000 new ordinary shares of no par value in the capital of the Company ("Ordinary Shares") (the "Placing Shares") at a price of 0.05 pence per Placing Share (the "Issue Price"); and

o the PrimaryBid Offer to raise additional funds through the issue of new Ordinary Shares (the "PrimaryBid Shares") at the Issue Price. Further announcements will be made shortly in connection with the PrimaryBid Offer.

  • The Placing will be effected by way of an accelerated bookbuild (the "Bookbuild"). The Bookbuild will open immediately following release of this Announcement. A further announcement confirming closing of the Bookbuild and the number of Placing Shares to be issued pursuant to the Placing is expected to be made in due course.
  • The Issue Price represents a discount of approximately 28 per cent. to the closing middle market price of 0.07 pence per Ordinary Share on 27 February 2024, being the latest practicable date prior to the date and time of this Announcement.
  • Neither the Placing nor the PrimaryBid Offer are underwritten.

Background to and Reasons for the Placing

On 14 December 2023, the Company announced that as a consequence of operational issues encountered while drilling the SCHB-2(2.) well, the reservoir near the wellbore has been invaded with drilling fluids which are restricting flow rates.

The Company subsequently undertook a sand jetting operation with the aim of creating deeper perforations which would increase communication between the oil-bearing reservoir and the wellbore, and therefore increase production rates.

Following completion of the sand jetting operation, as announced by the Company on 12 February 2024, a rod pump was installed to clean the well. Disappointingly, although there is not a stabilised rate as yet, it is likely that any sustained flow rate from the well would remain materially below the flow rate expected given the excellent reservoir quality encountered.

These encountered flow rates suggest that the reservoir near the wellbore remains invaded with drilling fluids, which is continuing to restrict oil flow. This invasion of drilling fluids has been further confirmed by pressure data which demonstrates that the reservoir remains at original pressure of approximately 172 bar, consistent with the neighbouring Stockstadt field prior to production, and that the well has a significant "skin" effect which is impeding flow.

As a result, the Company has taken the decision to undertake a side-track operation of approximately 100 meter length in order to by-pass the damaged reservoir by between 2 and 10 meters.

A rig, all long-lead items and the relevant oil field service contractors have been secured to undertake the side track which is expected to commence in the first half of April 2024.

Use of proceeds

The gross proceeds of the Fundraise, combined with the Company's existing unrestricted cash, will be used as follows:

  • Drilling and completion of the side track €2.1m
  • Payment of outstanding costs due before end April 2024 related to the SCHB-2(2.) well €1.1m
  • General working capital and to cover the expenses of the Fundraise €1.0m

Current trading and outlook

The Company's unaudited cash balance as at 16 February 2024 is approximately €1.2 million. As a result of delays during the drilling of the SCHB-2(2.) well, the Company has an outstanding payables position due to a small number of contractors - of this, approximately €1.1 million (net of VAT) is due prior to the end of April 2024 with the balance of approximately €1.4 million (net of VAT) due between May and August 2024 and expected to be funded from production post side-track.

As previously guided, based on the excellent reservoir properties and light oil recovered by the Schwarzbach-2(2.) well, and the higher rates of production achieved on historic wells in the area, management maintains belief that the well can produce at materially higher levels.

Illustratively, at flow rates of 150, 300, 600 and 900 bopd, the Company would expect to deliver operating cash flows (after operating costs and G&A) during 2024 of approximately €40,000, €300,000, €800,000 and €1,300,000 per month (assuming $80/bbl Brent) respectively.

The Company intends to release its audited results for the year to 31 December 2023 before the end of June 2024.

Additional Information on the Placing

The final number of Placing Shares to be issued pursuant to the Placing will be determined by the Company and the Bookrunner following closure of the Bookbuild. The Placing Shares, when issued, will be fully paid and will rank "pari passu" in all respects with the existing ordinary shares in the capital of the Company.

The Placing has been arranged by Tennyson as the Company's Bookrunner in accordance with the terms and conditions set out in the Appendix to this Announcement. The Bookbuild will determine final demand for and participation in the Placing. The Bookbuild is expected to close not later than 8:00 a.m. (London time) tomorrow, but may be closed at such earlier or later time as the Bookrunner, in their absolute discretion (following consultation with the Company), determine.

The PrimaryBid Offer

The Directors value the Company's private investor base and believe that it is appropriate to provide private and other investors with an opportunity to participate in the Fundraising alongside institutional investors. The Company therefore intends to open this opportunity to individual investors through PrimaryBid and further announcements will be made shortly in connection with the PrimaryBid Offer. For the avoidance of doubt, the PrimaryBid Offer is not part of the Placing and is the sole responsibility of the Company. Tennyson has no responsibilities, obligations, duties or liabilities (whether arising pursuant to any contract, law, regulation, or tort) in relation to the same.

The PrimaryBid Offer, is open to private and other investors subscribing via PrimaryBid's extensive partner network of investment platforms, retail brokers and wealth managers, subject to such partners' participation.

The PrimaryBid Shares, when issued, will be fully paid and will rank "pari passu" in all respects with each other and with the existing Ordinary Shares, including, without limitation, as regards the right to receive all dividends and other distributions declared, made or paid after the date of issue.

The PrimaryBid Offer remains conditional on the Placing being or becoming wholly unconditional. The Company relied on an available exemption against the need to publish a prospectus approved by the FCA (acting in its capacity as the UK Listing Authority) in respect of the PrimaryBid Offer. Further details on the PrimaryBid Offer will be announced shortly following this Announcement.

Issue of Equity and Admission

An application will be made to the London Stock Exchange for admission of the Placing Shares and the PrimaryBid Shares to trading on AIM ("Admission").

It is expected that Admission will take place at 8:00 a.m. (UK time) on or around 5 March 2024 and that dealings in the Placing Shares and the PrimaryBid Shares on AIM will commence at the same time.

Details of the Placing Agreement and the Placing Shares

The Company has today entered into the Placing Agreement with Tennyson Securities, a trading name of Shard Capital Partners LLP ("Tennyson") (the Company's sole bookrunner in connection with the Placing) under which the Bookrunner has, on the terms and subject to the conditions set out therein, undertaken to use their reasonable endeavours to procure subscribers for the Placing Shares. It is expected that the Placing will raise approximately £2.6 million in gross proceeds. The Placing is not being underwritten by the Bookrunner or any other person.

The Placing Shares will be issued on or around 5 March 2024. The Placing Shares will, when issued, be subject to the articles of association of the Company, be credited as fully paid and rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Ordinary Shares after the date of issue of the Placing Shares.

The proceeds raised through the Placing are intended to be used for the purposes disclosed in this announcement. No shareholder approval is required to effect the Placing.

The Placing Shares will trade on AIM under BCE with ISIN: IM00BKSCP798.

Application for admission to trading of the Placing Shares

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Admission for the Placing Shares is expected to become effective and dealings in such shares are expected to commence at 8.00 a.m. on or around 5 March 2024 ("Admission"). In any event, the latest date for Admission is 14 March 2024 (the "Long Stop Date").

Placing

Participation in, and principal terms of, the Placing are as follows:

  • The Bookrunner is arranging the Placing as agents for, and bookrunners to, the Company.
  • The Placing Price and the number of Placing Shares to be issued will be determined by the Company (in consultation with the Bookrunner) following completion of a bookbuilding exercise by the Bookrunner (the "Bookbuild"). The results of the Bookbuild will be released through a Regulatory Information Service following the completion of the Bookbuild. The Bookrunner shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion determine, following consultation with the Company.
  • To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at Tennyson. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire either at the Placing Price which is ultimately established by the Company or at prices up to a price limit specified in its bid. Bids may be scaled down by the Bookrunner on the basis referred to in paragraph 7 below.
  • The Bookbuild is expected to close no later than 8.00 a.m. on 29 March 2024 but may be closed earlier or later at the discretion of the Bookrunner. The Bookrunner may, in agreement with the Company, accept bids received after the Bookbuild has closed.
  • Following the close of the Bookbuild for the Placing, each Placee's allocation will be confirmed to Placees orally, or in writing (which can include email), by the Bookrunner and a trade confirmation or contract note will be dispatched as soon as possible thereafter. The Bookrunner's oral or written confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the Bookrunner and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with the Bookrunner's consent, such commitment will not be capable of variation or revocation.
  • Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Bookrunner (as agent for the Company), to pay to the Bookrunner (or as the Bookrunner may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.
  • To the fullest extent permissible by law and the applicable rules of the Financial Conduct Authority, neither of the Bookrunner nor any of their Affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and the Bookrunner and their Affiliates shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, neither the Bookrunner nor any of their Affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Bookrunner's conduct of the Placing or of such alternative method of effecting the Placing as the Bookrunner and the Company may determine.

Conditions of the Placing

  • the release of this Announcement to a Regulatory Information Service by no later than 28 February 2024;
  • application having been made by or on behalf of the Company for Admission to the London Stock Exchange not later than 4.45 p.m. on [29 February 2024];
  • the publication of an announcement communicating the results of the Placing not later than 8.00a.m. on the first Business Day following the date of this Announcement (or such other time and/or date as agreed by the Company and the Bookrunner);
  • the Placing Shares having been allotted, subject only to Admission;
  • prior to Admission, there not having occurred, in the sole opinion of Strand Hanson and Tennyson (acting in good faith) any material adverse change since entering into the Placing Agreement;;
  • the Placing Agreement not having been terminated by the Bookrunner; and
  • admission of the Placing Shares to trading on AIM becoming effective in accordance with Rule 6 of Part 1 the AIM Rules not later than 8.00 a.m. on [14 March 2024] or such later date as may be agreed in writing between the Company and Tennyson, but in any event not later than 8.00 a.m. on the Long Stop Date.

Tennyson may, at their discretion and upon such terms as they think fit, waive, or extend the period for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the condition relating to Admission taking place by the Long Stop Date may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Right to terminate the Placing Agreement

The Placing Agreement can be terminated by the Bookrunner by giving notice to the Company in certain circumstances, including, inter alia, if before Admission:

  • it shall have come to the notice of the Company or the Bookrunner that:

1.1 any statement contained in the Issue Documents (as defined in the Placing Agreement) is or has become untrue, incorrect or misleading, or there is an omission therefrom as the Bookrunner consider material (acting in good faith) in the context of the Placing;

1.2 any of the Warranties under the Placing Agreement were not when given true and accurate or were misleading in each case as the Bookrunner considers to be material (acting in good faith) in the context of the Placing;

1.3 in the opinion of the Bookrunner (acting in good faith) there has been an actual or prospective material adverse change (whether or not foreseeable at the date of the Placing Agreement),

  • there shall have occurred, or it is reasonably likely that there will occur in each case, in the opinion of the Bookrunner (acting in good faith):
  • a suspension of trading in securities generally on AIM or the London Stock Exchange or trading is limited or minimum or maximum prices for trading have been fixed, or maximum range for prices of securities have been required on such exchange or by such system or by order of any governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United Kingdom, the United States or a member or associate member of the European Union; or
  • a declaration of banking moratorium by the authorities in the United Kingdom or internationally; or
  • any international crisis, act of terrorism, outbreak or escalation of hostilities, change in national or international financial, monetary, economic, political, financial, industrial or market conditions including fluctuations in exchange rates or exchange controls, or any declaration in the UK, the rest of Europe, or the US of a national emergency or war.

If the Placing Agreement is terminated prior to Admission then the Placing will not occur.

The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by the Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunner and that the Bookrunner need not make any reference to Placees in this regard and that neither the Bookrunner nor any of their Affiliates shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No Admission Document or Prospectus

Registration and Settlement

It is expected that settlement of the Placing Shares will be on 5 March 2024 unless otherwise notified by the Placing Parties and Admission is expected to occur by 5 March 2024 or such later time as may be agreed between the Company and Tennyson, not being later than the Long Stop Date.

Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a contract note or electronic confirmation in accordance with the standing arrangements in place with the Bookrunner stating the number of Placing Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to the Bookrunner or its sub-agent and settlement instructions. Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with the Bookrunner. It is expected that such contract note or electronic confirmation will be despatched on or around 29 February 2024 and that this will be the trade date.

The Company will deliver the Placing Shares to a CREST account operated by the Bookrunner (as appropriate) or their respective sub-agent, in each case, as agent for and on behalf of the Company and will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment. It is expected that settlement will be on 5 March 2024 on a T+3 basis in accordance with the instructions set out in the contract note.

Representations, Warranties and Further Terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Bookrunner (in their capacity as placing agent of the Company) and the Company:

  • that it has read and understood this Announcement, including this Appendix, in its entirety and that its subscription for or purchase of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements, undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;
  • that the shares in the capital of the Company are admitted to trading on AIM;
  • that the exercise by the Bookrunner of any right or discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunner and the Bookrunner need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against the Bookrunner or the Company, or any of their respective officers, directors or employees, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;
  • that these terms and conditions represent the whole and only agreement between it, the Bookrunner and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcementand the Reliance Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares. Each Placee agrees that none of the Company, the Bookrunner nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;
  • that it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and none of the Bookrunner nor the Company nor any of their respective Affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement or the Publicly Available Information; nor has it requested the Bookrunner, the Company or any of their respective Affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;
  • that the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and the Publicly Available Information;
  • that none of the Bookrunner nor the Company nor any of their respective Affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of this Announcement or the Publicly Available Information;
  • that it and the person(s), if any, for whose account or benefit it is subscribing for Placing Shares is not a "US Person", and at the time it subscribes for the Placing Shares will be outside the United States of America and acquiring the Placing Shares in an "offshore transaction" as defined in and pursuant to Regulation S;
  • that it is not a national or resident of the United States of America, Canada, Australia, New Zealand, the Republic of South Africa or Japan or a corporation, partnership or other entity organised under the laws of the United States of America, Canada, Australia, New Zealand, the Republic of South Africa or Japan and that it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in the United States of America, Canada, Australia, New Zealand, the Republic of South Africa or Japan or to or for the benefit of any person resident in the United States of America, Canada, Australia, New Zealand, the Republic of South Africa or Japan and each Placee acknowledges that the relevant exemptions are not being obtained from the Securities Commission of the United States or any province of Canada, that no document has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission or Japanese Ministry of Finance and that the Placing Shares are not being offered for sale and may not be, directly or indirectly, offered, sold, transferred or delivered in or into the United States of America, Canada, Australia, New Zealand, the Republic South Africa or Japan;
  • that time shall be of the essence as regards its obligations pursuant to this Appendix;

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

Share this quote

Quote card
Post on X WhatsApp Download image

The link opens this announcement with the quote highlighted. Quotes are checked against the original text.

Add a note