Beacon Rise Regulatory News (BRS)

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

29 September 2025

Beacon Rise Holdings Plc

("Beacon Rise" or the "Company")

Proposed acquisition of Ergotec Health LLP

Potential further acquisitions

and

Suspension of Listing and Share Trading

Beacon Rise (LSE: BRS) is pleased to announce that it has entered non-binding heads of terms save for exclusivity and other customary terms in relation to the proposed acquisition of Ergotec Health LLP ("Ergotec Health") by the Company for a consideration of approximately £0.95 million (the "Proposed Ergotec Acquisition"). It is currently expected that the consideration payable to Chaline Tamrin Church and Colin William Church (the "Sellers") in respect of the Proposed Ergotec Acquisition will be satisfied in cash. The Company expects to generate the consideration payable for the Proposed Ergotec Acquisition through a combination of equity and debt financing.

The Proposed Ergotec 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 Ergotec Acquisition will complete, nor or on the terms outlined in this announcement.

Following the satisfactory completion of due diligence by both parties, execution of the Acquisition Agreement and subject to the Acquisition Agreement becoming unconditional, the Company intends to seek to cancel its ordinary shares of £1.00 each ("Ordinary Shares") from listing on the equity shares (shell companies) category of the Official List of the Financial Conduct Authority (the "FCA") and from trading on the Main Market of London Stock Exchange ("Cancellation"). The Company intends to contemporaneously seek admission of the enlarged share capital to trading on AIM, the London Stock Exchange's market for growth companies ("Admission").

Allenby Capital Limited ("Allenby Capital") has been appointed to act as Beacon Rise' Sponsor in connection with the Proposed Ergotec Acquisition and has been engaged to act as the Company's Nominated Adviser in connection with Admission.

Potential further acquisitions

In addition to the Proposed Ergotec Acquisition, the Company announces that it is in preliminary discussions to potentially acquire a UK-based educational training provider operating in the healthcare sector (the "Proposed Training-provider Acquisition") and separately a UK-based private chiropractor practice (the "Proposed Chiropractor Acquisition", and together with the Proposed Training-provider Acquisition, the "Potential Further Acquisitions").

At this stage heads of terms, including key terms such as the consideration payable, for the Potential Further Acquisitions have not yet been agreed. In addition, discussions in relation to the Potential Further Acquisitions remain at an early stage and will therefore be subject to a number of factors, including but not limited to, the completion of due diligence to the satisfaction of all parties, negotiation of transaction terms, regulatory and shareholder approval, as well as the negotiation and entry into final binding acquisition agreements. As such, there is no certainty that the Potential Further Acquisitions will proceed nor any certainty regarding the terms on which they would proceed.

The Company will release further announcements in respect of the Company's discussions concerning the Proposed Training-provider Acquisition and the Proposed Chiropractor Acquisition as and when appropriate.

The Proposed Ergotec Acquisition, the Proposed Training-provider Acquisition and the Proposed Chiropractor Acquisition (together the "Proposed Acquisitions") are each separate and not inter-conditional. Accordingly, each of the aforementioned 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.

It is currently envisaged that 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 aforementioned proposed acquisitions.

Information about Ergotec Health

Ergotec Health, registered in England and Wales, is an established physiotherapy and sports rehabilitation clinic, with a reputation in the industry cultivated by its multi-disciplinary approach to musculoskeletal treatments, providing patients with bespoke programmes.

Operating from its strategically located premises in North London, Ergotec Health's onsite facilities include a private studio, several specialist treatment rooms and a unique strength and conditioning floor.

The business is embedded within the local community which provides a long-standing and loyal client base, engaging private clients directly, with long-term users engaging the clinic for up to 20 years. Ergotec Health also delivers treatments to third-party referrals as a recognised provider by all major Private Medical Insurers ("PMIs").

Ergotec Health's unaudited accounts for the year ended 31 March 2025 states that Ergotec Health generated revenues in the financial year of approximately £0.64 million and earnings before interest, taxes, depreciation, and amortisation ("EBITDA") of approximately £0.2 million.

Xiaobing Wang, Chief Executive Officer of Beacon Rise, commented:

"Entry into the non-binding heads of terms in relation to the Proposed Ergotec Acquisition marks an important early milestone in the execution of the Company's buy-and-build strategy, underscoring the Company's long-term commitment to creating sustainable value for shareholders. The Company's strategic priorities will continue to focus on the training of healthcare professionals as well as the delivery of high-quality medical services.

In addition, the proposed admission of the enlarged share capital to trading on AIM is expected to further strengthen the Company's platform for future growth and provide greater flexibility in achieving its strategic objectives. The Company will continue to provide timely updates to the market on subsequent developments."

Temporary suspension of listing and trading of Ordinary Shares

Each of the proposed acquisitions outlined above are respectively classified as an "initial transaction" under UK Listing Rules ("UKLR") 13.4. Consequently, in accordance with UKLR 21.1.4 and 21.3, the Company ordinary shares of £1.00 each (ISIN: GB00BMC0V753) was 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 with effect from 7.30 a.m. today.

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

The parties intend to proceed as quickly as possible with the Proposed Acquisitions. However, 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.

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