TIDMRKH
RNS Number : 3883P
Rockhopper Exploration plc
20 June 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND,
RUSSIA OR THE REPUBLIC OF SOUTH AFRICA, NOR IS IT TO BE TRANSMITTED
OR DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN
OF ANY SUCH COUNTRIES OR OF ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL
SECURITIES LAWS OR REGULATIONS. PLEASE SEE THE IMPORTANT NOTICES AT
THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, ACQUIRE
OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE
OR SUBSCRIBE FOR) ORDINARY SHARES TO ANY PERSON. IN PARTICULAR,
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION,
SOLICITATION OR OFFER TO ANY PERSON WITH A REGISTERED ADDRESS IN,
LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND, RUSSIA, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH INVITATION, SOLICITATION OR
OFFER WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR
QUALIFICATION REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
All defined and capitalised terms have the same meaning as set
out in the Company's announcement on 15 June 2022 at 4.45pm.
Rockhopper Exploration plc
Open Offer Timetable
Rockhopper Exploration plc (AIM: RKH), the oil and gas
exploration and production company with key interests in the North
Falkland Basin, is pleased to announce that further to the
announcements made on 15 June 2022 and 16 June 2022 concerning the
proposed Capital Raising, the Circular containing further details
of the Open Offer, together with an Open Offer Application Form for
Qualifying Non-CREST Shareholders, will be posted to Shareholders
later today and will also be made available on the Company's
website at www.rockhopperexploration.co.uk shortly. The full
details of the Open Offer timeline are included below.
The Open Offer
The Company considers it important that Shareholders who were
not able to take part in the Placing and/or the Subscription have
an opportunity to participate in the Capital Raising. The Company
is therefore providing Qualifying Shareholders with the opportunity
to subscribe for Units at the Issue Price pursuant to an Open
Offer, to raise up to approximately US$5 million (approximately
GBP4.0 million) if fully taken-up.
Subject to fulfilment of the conditions of the Open Offer, the
Open Offer will provide Qualifying Shareholders with the
opportunity to apply to acquire Open Offer Units at the Issue Price
pro rata to their holdings of Existing Ordinary Shares against all
Existing Ordinary Shares held by Qualifying Shareholders as at the
Open Offer Record Date on the following basis:
1 Open Offer Unit for every 8 Existing Ordinary Shares held by
Qualifying Shareholders
Each Open Offer Unit will comprise one Open Offer Share and, for
every two Open Offer Shares subscribed for, one Warrant.
Importance of Vote at the 2022 Annual General Meeting
The Resolutions being proposed at the 2022 Annual General
Meeting are, (i) in respect of the resolution relating to the
granting of authority to Directors to allot shares (or rights to
subscribe for or to convert any security into shares), an ordinary
resolution which, to be passed, will require the support of a
simple majority of the total voting rights of Shareholders who
(being entitled to do so) vote on such resolution at the 2022
Annual General Meeting, and (ii) in respect of the resolution
relating to the granting of authority to Directors to disapply
pre-emption rights, a special resolution which, to be passed, will
require the support of a majority of not less than 75 per cent. of
the total voting rights of Shareholders who (being entitled to do
so) vote on such resolution at the 2022 Annual General Meeting. The
Open Offer is conditional, inter alia, on the passing of the
Resolutions.
In the event that the Resolutions are not passed at the 2022
Annual General Meeting, the Company will not be able to proceed
with the Open Offer and Shareholders will not get the opportunity
to participate in the Open Offer, with the result that the
anticipated net proceeds of the Open Offer will not become
available to the Company.
The Directors consider that the scenario described above would
not be in the best interests of the Company or its Shareholders as
a whole as the Company considers it important that Shareholders who
are not able to take part in the Placing and/or the Subscription
have an opportunity to participate in the Capital Raising.
Accordingly, the Directors believe that the passing of the
Resolutions are in the best interests of Shareholders and recommend
that Shareholders vote in favour of the Resolutions at the 2022
Annual General Meeting.
Details on how to vote at the 2022 Annual General Meeting, which
is taking place at 10.00 a.m. on Tuesday 28 June 2022 at The
Clubhouse, Skew Bridge, Wilton Road, Salisbury, Wiltshire SP2 9NY,
are set out in the Notice of Annual General Meeting published by
the Company on 6 June 2022, which can be found on the Company's
website (www.rockhopperexploration.co.uk).
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Capital Raising.................................. 4.45 p.m. on 15 June 2022
Open Offer Record Date..................................................... 6.00 p.m. on 15 June 2022
Announcement of the results of the Placing
and the
Subscription....................................................................... 16 June 2022
Date of the Circular and of the posting
of the Circular and Application
Forms.............................................................. 20 June 2022
Date Existing Ordinary Shares marked
'ex-entitlement' by the London Stock
Exchange..................................................... 20 June 2022
First Admission and commencement of
dealings in the Placing Shares and the
Subscription Shares on AIM expected
to commence ...................................................... 8.00 a.m. on 20 June 2022
Expected date for CREST accounts to As soon as practicable
be credited with Placing Shares and after 8.00 a.m. on 20 June
Placing Warrants in uncertificated form.. 2022
Open Offer Entitlements and Excess Open
Offer Entitlements credited to CREST
stock accounts of Qualifying CREST
Shareholders...................................................................... 21 June 2022
2022 Annual General Meeting.............................................. 10.00 a.m. on 28 June 2022
Recommended latest time and date for
requesting withdrawal of Open Offer
Entitlements and Excess Open Offer Entitlements
from CREST................................................... 4.30 p.m. on 28 June 2022
Latest time and date for depositing
Open Offer Entitlements and Excess Open
Offer Entitlements into CREST................. 3.00 p.m. on 29 June 2022
Latest time and date for splitting Application
Forms (to satisfy bona fide market claims
in relation to Open Offer Entitlements
only)............................................................... 3.00 p.m. on 30 June 2022
Latest time and date for receipt of
completed Application Forms and payment
in full from Qualifying Shareholders
under the Open Offer or settlement of
the relevant CREST instructions (as
appropriate)................................................ 11.00 a.m. on 4 July 2022
Results of the Open Offer expected to
be announced through a Regulatory Information
Service......................................... 5 July 2022
Second Admission and commencement of
dealings in the Open Offer Shares on
AIM expected to commence ............ 8.00 a.m. on 6 July 2022
Expected date for CREST accounts to
be credited with the Open Offer Shares As soon as practicable
and Open Offer Warrants in uncertificated after 8.00 a.m. on 6 July
form.................................................................................. 2022
Expected date for dispatch of definitive
certificates in respect of the Open
Offer Shares and Open Offer Warrants
to be issued in certificated form.......................................... By 21 July 2022
Each of the times and dates in the table above is indicative
only and may be subject to change. If any of the details contained
in the timetable above should change, the revised times and dates
will be notified by means of an announcement through a Regulatory
Information Service. References to times in this Announcement are
to London time unless stated otherwise. The timetable above assumes
that the Resolutions are passed at the 2022 Annual General Meeting
without amendment and the Placing Agreement becomes unconditional
in all respects with respect to First Admission and is not
terminated in accordance with its terms by the Joint
Bookrunners.
Further information:
Enquiries:
Rockhopper Exploration plc
Sam Moody - Chief Executive Officer
Tel. +44 (0) 20 7390 0234 (via Vigo Consulting)
Canaccord Genuity Limited (NOMAD and Joint Broker)
Henry Fitzgerald-O'Connor/Gordon Hamilton
Tel. +44 (0) 20 7523 8000
Peel Hunt LLP (Joint Broker)
Richard Crichton/Alexander Allen
Tel. +44 (0) 20 7418 8900
Vigo Consulting
Patrick d'Ancona/Ben Simons/Kendall Hill
Tel. +44 (0) 20 7390 0234
IMPORTANT NOTICES
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN ROCKHOPPER EXPLORATION
PLC.
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN
AND THEY WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF THE
SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE
UNITED STATES OR ELSEWHERE.
EACH QUALIFYING SHAREHOLDER SHOULD CONSULT WITH ITS OWN ADVISERS
AS TO THE LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED IMPLICATIONS
OF AN INVESTMENT IN THE UNITS. THE PRICE OF ORDINARY SHARES AND THE
INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS
MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR
SHARES.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, RUSSIA, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or
the Open Offer and/or the issue of the Unit in certain
jurisdictions may be restricted by law. No action has been taken by
the Company or the Joint Bookrunners or any of their respective
affiliates, agents, directors, officers or employees that would
permit an offer of such securities or possession or distribution of
this Announcement or any other offering or publicity material
relating to such securities in any jurisdiction where action for
that purpose is required. Persons into whose possession this
Announcement comes are required to inform themselves about and to
observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia (the "United States" or
the "US")), Australia, Canada, Japan, New Zealand, Russia or the
Republic of South Africa or any other jurisdiction in which the
same would be unlawful. No public offering of the New Ordinary
Shares is being made in any jurisdiction.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance and which involve a number of
risks and uncertainties. The Company cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements sometimes
use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", or other words of
similar meaning. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances, including, but not limited to, economic and
business conditions, the effects of continued volatility in credit
markets, market-related risks such as changes in the price of
commodities or changes in interest rates and foreign exchange
rates, the policies and actions of governmental and regulatory
authorities, changes in legislation, the further development of
standards and interpretations under International Financial
Reporting Standards ("IFRS") applicable to past, current and future
periods, evolving practices with regard to the interpretation and
application of standards under IFRS, the outcome of pending and
future litigation or regulatory investigations, the success of
future explorations, acquisitions and other strategic transactions
and the impact of competition. A number of these factors are beyond
the Company's control. As a result, the Company's actual future
results may differ materially from the plans, goals, and
expectations set forth in the Company's forward-looking statements.
You should not place undue reliance on forward-looking statements.
Any forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by the FCA, the London Stock Exchange or
applicable law, the Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Units.
Canaccord, which is authorised and regulated in the United
Kingdom by the FCA, is acting as nominated adviser and joint
bookrunner for the Company and for no-one else in connection with
the Capital Raising, and Canaccord will not be responsible to
anyone other than the Company for providing the protections
afforded to its customers or for providing advice to any other
person in relation to the Capital Raising or any other matter
referred to herein.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the FCA, is acting as joint bookrunner for the Company
and for no-one else in connection with the Capital Raising, and
Peel Hunt will not be responsible to anyone other than the Company
for providing the protections afforded to its customers or for
providing advice to any other person in relation to the Capital
Raising or any other matter referred to herein.
The responsibilities of Canaccord as the Company's Nominated
Adviser under the AIM Rules for Companies and the AIM Rules for
Nominated Advisers are owed solely to the London Stock Exchange and
are not owed to the Company or to any director or shareholder of
the Company or any other person, in respect of its decision to
acquire shares in the capital of the Company in reliance on any
part of this Announcement, or otherwise.
No statement in this Announcement or in any previous
announcement or in any previous presentation issued by the Company
was or is intended to be a profit forecast or estimate, and no
statement in this Announcement nor in any previous announcement or
in any previous presentation issued by the Company should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Joint Bookrunners (apart from the responsibilities or liabilities
that may be imposed by the FSMA or other regulatory regime
established thereunder) or by any of their respective affiliates or
agents as to or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
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END
MSCGPUCAQUPPPUB
(END) Dow Jones Newswires
June 20, 2022 02:00 ET (06:00 GMT)
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