Beacon Energy plc has reached a binding conditional agreement to buy shares, in a “transformational, value enhancing transaction”, in the Colle Santo gas field in the Abruzzo region, onshore Italy.
REABOLD
The company, which posted £18.6 million losses in 2024 and is currently a cash shell, signed the share purchase agreement with investor Reabold Resources plc, which owns 46.2% in LNEnergy Ltd.
LNEnergy manages and owns 100% of Italian company LNE Srl, which has a 90% interest in Colle Santo.
Beacon also plans to raise £3.5 million via a placing, to finance the project through a final investment decision and to first production.
Under the SPA, which represents a reverse takeover, Beacon will acquire up to 100% of the shares from Reabold, to hold around 48% of LNEnergy in a special purpose vehicle.
Reabold will in turn receive Beacon shares equal to approximately 29% of Beacon’s enlarged share capital, of which 15% relates to Reabold’s £750,000 participation in the placing.
Reabold said the sale of its total interest in LNEnergy represented a “€16 million earn-out mechanism” from which it would receive 25% of its pro rata share of the net cash flow from the Colle Santo production.
Beacon will buy an initial 49% of the shares, representing a 24% indirect shareholding in LNEnergy, from Reabold.
The company will acquire the balance of around 24%, subject to certain conditions, including the award of a production concession expected in mid-2026.
Beacon said it would subsequently become the largest shareholder in LNEnergy.
The company’s shares will remain suspended from trading until completion of the SPA, which is subject to shareholder approval.
Colle Santo, with two existing drilled and tested production wells, holds 65 billion cubic feet of gross 2P reserves, based on a RPS estimate in September 2022.
The partners aim to produce liquefied natural gas for sea and road transportation, local industry, agriculture and tourism.
Beacon chief executive officer Stewart MacDonald added that the deal marked a “pivotal” moment for the company.
“The Colle Santo project, with its material, de-risked 2P reserves and clear path to production, is a highly attractive, value-accretive and cash-generative asset that will provide a strong foundation for future expansion.
“LNEnergy and its major contractor, Italfluid, bring a proven track record in development and production operations, coupled with a strong HSE record and a firm commitment to environmentally responsible hydrocarbon production – values that are directly aligned with Beacon Energy’s own.
“Furthermore, this strategic investment positions Beacon Energy in a region offering significant long-term growth potential.”