Update in relation to ProActive

Beacon Rise Holdings PLC

01 May 2026

 

The information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the UK Market Abuse Regulation

1 May 2026

Beacon Rise Holdings Plc

("Beacon Rise" or the "Company")

Update in relation to the Proposed Training-provider Acquisition

On 21 October 2025 Beacon Rise (LSE: BRS) announced that it had 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").

Following irreconcilable disagreements in relation to certain key commercial terms and ultimately the valuation of ProActive, the board of directors of Beacon Rise (the "Board" or the "Directors") have concluded that it would not be in the best interest of the Company's shareholders to pursue the Proposed Training-provider Acquisition. Accordingly, the Board has terminated discussions in relation to the Proposed Training-provider Acquisition.

The Company continues to progress due diligence in relation to the two other previously announced proposed acquisitions, being the Proposed Ergotec Acquisition and the Proposed Chiropractor Acquisition. Related to this, the Company further reports that considerable progress has been made by the Company and its advisers in relation to finalising the necessary transaction documentation in relation to Admission.

Temporary suspension of listing and trading of Ordinary Shares

The Proposed Ergotec Acquisition and the Proposed Chiropractor Acquisition (together 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 £0.0001 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.

Should final terms for any of the proposed acquisitions be agreed, the Company will issue an announcement with further details pursuant to UKLR 13.4.22R and UKLR 13.4.23R.

There can be no certainty that the Proposed Acquisitions will successfully complete, nor as to the final terms or timing of the Proposed Acquisitions. If the Proposed Acquisitions do not complete for any reason, it is expected that the suspension of the Company's listing on the Official List will be lifted, subject to FCA approval, and trading in the Company's shares on the Main Market of the London Stock Exchange will recommence.

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.

The Company will seek to simultaneously enter into final binding acquisition agreements in respect of the Proposed Acquisitions prior to Cancellation and Admission. However, the Company intends to proceed with Cancellation and Admission should a final binding acquisition agreement be agreed in relation to at least one of the proposed acquisitions.

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 Company's notification on 29 September 2025 at 8:11 a.m.

Enquiries:

Beacon Rise Holdings Plc Xiaobing Wang, Chief Executive Officer & Director	[e-mail]
Allenby Capital Limited - Sponsor and Financial Adviser John Depasquale / Vivek Bhardwaj / Ashur Joseph	Tel: [phone] [e-mail]
LDC Nominee Secretary Limited - Company Secretary	[e-mail]
Legal Entity Identifier (LEI)	2138007PIYMZMBWD4M27

 

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