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Proposed WRAP Retail Offer

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Beacon Energy PLC has launched a retail offer via the Winterflood Retail Access Platform (WRAP) to raise up to £250,000 through the issue of new ordinary shares at 3.9 pence per share. This offer is part of a larger proposed fundraise aiming for at least £3.75 million gross proceeds, associated with the acquisition of a significant interest in LNEnergy Limited and its Colle Santo gas asset in Italy. The Colle Santo asset is described as a development-ready onshore gas field with gross Proved plus Probable reserves of 73.3 Bscf, estimated post-tax NPV(10) of €26.6 million on a 43.2% economic interest basis, and projected post-tax pre-financing free cash flow of approximately €10 million per annum by 2028. The company's shares remain suspended from trading on AIM pending the completion of this reverse takeover, with the Admission Document expected around February 12, 2026, and admission anticipated around February 27, 2026.

Full announcement

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THIS ANNOUNCEMENT HAS BEEN APPROVED AS A FINANCIAL PROMOTION BY TENNYSON SECURITIES (THE TRADING NAME OF SHARD CAPITAL PARTNERS LLP) OF 65 PETTY FRANCE, LONDON, SW1H 9EU ("TENNYSON SECURITIES"), WHICH IS AUTHORISED AND REGULATED BY THE FCA, SOLELY FOR THE PURPOSES OF SECTION 21(2)(B) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("FSMA") AND THE TERMS OF SUCH APPROVAL LIMIT THE USE OF THIS ANNOUNCEMENT AS SO APPROVED FOR THE PURPOSES OF THE PROPOSED WRAP RETAIL OFFER (DEFINED BELOW) ONLY.

Defined terms in this announcement shall have the same meaning as defined in the Company's announcement of 7 October 2025, unless otherwise defined herein.

Beacon Energy plc

("Beacon Energy" or the "Company")

Proposed WRAP Retail Offer

Beacon Energy plc (AIM:BCE) is pleased to announce the launch of a retail offer via the Winterflood Retail Access Platform ("WRAP") to raise proceeds of up to £250,000 (the "WRAP Retail Offer") through the issue of new ordinary shares of nil par value each in the capital of the Company ("Ordinary Shares"). The WRAP Retail Offer will form part of the proposed fundraise associated with the Proposed Transaction, including the significant strategic investment in LNEnergy Limited ("LNEnergy"), (the "Proposed Acquisition"), announced on 7 October 2025 to raise gross proceeds of at least, in aggregate, approximately £3.75m (the "Proposed Fundraise").

Under the WRAP Retail Offer, for which further detail is provided below, WRAP Retail Offer Shares will be made available at the same price as the Ordinary Shares issued pursuant to the wider Proposed Fundraise, being a price of 3.9 pence per Ordinary Share.

Highlights of the Acquisition:

  • Material European gas asset: The Proposed Acquisition provides Beacon with an indirect interest in the Colle Santo Asset, a material, substantially de-risked development-ready onshore gas field (subject to final regulatory consent). The Colle Santo gas field, located in the Abruzzo region of central Italy, is one of the largest onshore proven undeveloped gas accumulations in mainland Western Europe, with gross Proved plus Probable (2P) reserves of 73.3 Bscf as independently estimated by RPS (October 2025).
  • Clear and well-advanced development pathway: The Proposed Acquisition offers exposure to a low-risk, high-margin gas development project in a stable European jurisdiction with near-term production potential. The project received a number of key regulatory approvals in recent months including full EIA approval in January 2026. The final outstanding significant regulatory approval is the Production Concession award. The project benefits from significant sunk capital, including two already drilled and completed wells, with no additional drilling required to reach first gas. A near-term active work programme designed to achieve FID in mid-2026 and first gas in late 2027.
  • Attractive economics: The Board considers the Colle Santo Asset to be commercially and economically attractive. On a 100 per cent. working interest basis, RPS calculated a post-tax NPV(10) for the Proved plus Probable (2P) reserves of €61.7 million and on a 43.2 per cent. economic interest basis (which assumes the Second Acquisition has occurred), a post-tax NPV(10) of €26.6 million. The Colle Santo development is expected to deliver substantial and sustained cash flows. RPS estimates post-tax pre-financing free cash flow of approximately €10 million per annum by 2028.
  • Financing plan well advanced: A highly credible financing plan is being developed. A non-binding funding agreement is in place with Italfluid, the main contractor for the Colle Santo Asset. LNEnergy signed a non-binding MOU for offtake and potential pre-payment funding with a global commodity trader in 2024 and discussions continue to convert that MOU to a binding agreement. In addition, LNEnergy is in discussions with a number of potential third-party funders.
  • Strategic regional entry: The Proposed Acquisition marks Beacon Energy's entry into a region with significant potential for growth, where the Company believes a substantial business can be built
  • Significant Board experience: Beacon's Board and management bring significant European upstream experience, with a proven record of identifying and monetising underdeveloped onshore assets. The Directors believe the Colle Santo Asset provides a clear and deliverable route to near-term production and material value creation for shareholders.
  • Compelling entry point into European gas: The Proposed Acquisition delivers a compelling entry point into the European gas market through a well-defined, de-risked project with clear commercial metrics, low development capital intensity, and an attractive economic return under conservative commodity price assumptions.

The Company is making the WRAP Retail Offer open to eligible investors following release of this announcement and through certain financial intermediaries. The Retail Offer is not being made into any jurisdiction other than the United Kingdom.

The Retail Offer is expected to close at 4:00 p.m. on 9 February 2026. Eligible retail investors should note that financial intermediaries may have earlier closing times. The result of the Retail Offer is expected to be announced by the Company on or around 11 February 2026.

There is a minimum subscription of £100 per investor under the Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.

It is vital to note that once an application for Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn. It is also noted that the WRAP Retail Offer is subject, inter alia, to completion of the Proposed Fundraise and Admission, which will be subject to shareholder approval. Accordingly, there can be no guarantee that the Proposed Transaction will complete.

No offering document, prospectus or admission document has been or will be submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the WRAP Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement, the Pathfinder Document available here: www.beaconenergyplc.com and any information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") and MAR as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

In order to facilitate the WRAP Retail Offer, the Company will make available to prospective participants a Pathfinder Admission Document on its website at www.beaconenergyplc.com. It is noted that the Pathfinder Document is a draft Admission Document and is not intended to be relied upon for investment purposes and does not constitute an offer of securities for sale in any jurisdiction.

Reverse Takeover Process

The Proposed Transaction is classified as a reverse takeover pursuant to the AIM Rules for Companies. The Company's ordinary shares will remain suspended from trading on AIM until such time as the Proposed Transaction is completed, which is anticipated will be the second business day following the satisfaction or waiver of the final condition which the SPA is subject to. In the event that the Proposed Transaction does not proceed, the Company's shares will remain suspended from trading as Beacon Energy has been a cash shell on AIM for more than 6 months. Completion of the Proposed Transaction is subject to, inter alia:

  • finalisation of the Placing;
  • the publication of an AIM Admission Document; and
  • approval by Beacon Energy's shareholders at a general meeting to be convened in due course ("General Meeting")

The Admission Document, which will include a notice of General Meeting, is expected to be issued on or around 12 February 2026 with Admission anticipated on or around 27 February 2026. Further announcements will be made in due course, as appropriate.

Enquiries: Beacon Energy plc Stewart MacDonald (CEO) +44 (0)20 7466 5000 (via Burson Buchanan) Winterflood Retail Access Platform Sophia Bechev, Kaitlan Billings Strand Hanson Limited (Financial and Nominated Adviser) Rory Murphy / James Bellman WRAP@winterflood.com +44 (0)20 7409 3494 Burson Buchanan (Financial PR) Ben Romney / Barry Archer / George Pope +44 (0)20 7466 5000 Tennyson Securities Limited (Broker) Peter Krens +44 (0)20 7186 9030

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

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