Update in relation to the Proposed Acquisition
Beacon Rise Holdings PLC has entered non-binding heads of terms to acquire ProActive Training Ltd for approximately £1.35 million. The consideration is expected to be paid in cash, with £0.94 million upon completion and the remainder three months later, plus an earn-out payment. ProActive's unaudited accounts for the year ended March 31, 2025, show revenues of approximately £0.7 million and EBITDA of approximately £0.3 million. The acquisition is subject to due diligence, regulatory and shareholder approval, and a final binding agreement. Trading of Beacon Rise's ordinary shares remains suspended, and there is no certainty the acquisition will complete.
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On 29 September 2025 at 8:11 a.m. Beacon Rise (LSE: BRS) announced, amongst other matters, that it is in preliminary discussions to potentially acquire a UK-based educational training provider operating in the healthcare sector (the "Proposed Acquisitions Announcement"). The Company is pleased to announce that it has now entered non-binding heads of terms save for exclusivity and other customary terms in relation to the proposed acquisition of the entire issued and to be issued share capital of ProActive Training Ltd (the "Training-provider" or "ProActive") by the Company for a consideration of approximately £1.35 million (the "Proposed Training-provider Acquisition").
It is currently expected that the consideration payable to Samuel Liam Boden and Abigail Jane Kinnish
(the "Sellers") in respect of the Proposed Training-provider Acquisition will be satisfied in cash, with £0.94 million payable on completion and the balance three-months thereafter. It is also expected that the Sellers will receive an earn-out payment payable after completion. The Company expects to generate the consideration payable for the Proposed Training-provider Acquisition through a combination of equity and debt financing.
The Proposed Training-provider Acquisition remains subject to a number of factors, including but not limited to, the completion of due diligence to the satisfaction of both parties, regulatory and shareholder approval, as well as the negotiation and entry into a final binding acquisition agreement (the "Acquisition Agreement"). Accordingly, there can be no certainty that an Acquisition Agreement will be entered into or that the Proposed Training-provider Acquisition will complete, nor or on the terms outlined in this announcement.
Information about ProActive
Established in 2006 and registered in England and Wales, ProActive is considered to be a leading provider of intensive courses in sports massage, taping and strapping, acupuncture and other bespoke continuing professional development ("CPD") courses. ProActive also delivers courses from its portfolio to universities, colleges and workplaces. While ProActive has a head office in Cambridge, ProActive's courses are delivered across the UK.
Proactive's unaudited accounts for the year ended 31 March 2025 states that the Training-provider generated revenues in the financial year of approximately £0.7 million and earnings before interest, taxes, depreciation, and amortisation ("EBITDA") of approximately £0.3 million.
Temporary suspension of listing and trading of Ordinary Shares
As outlined in the Proposed Acquisitions Announcement, each of the proposed acquisitions are respectively classified as an "initial transaction" under UK Listing Rules ("UKLR") 13.4. In accordance with UKLR 21.1.4 and 21.3, the Company ordinary shares of £1.00 each (ISIN: GB00BMC0V753) will remain suspended from its listing on the equity shares (shell companies) category of the Official List of the FCA and from trading on the Main Market of the London Stock Exchange.
Furthermore, it remains the case that each of the proposed acquisitions are separate and not inter-conditional. Accordingly, each of the proposed acquisitions will not be impacted by either failing to complete for any reason. However, in the event that one fails to complete, the Company intends to identify a replacement acquisition target.
The Company will release further announcements as and when appropriate.
Unless otherwise defined, definitions contained in this announcement have the same meaning as set out in the Proposed Acquisitions Announcement.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.