Open Offer Timetable

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 END 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 £4.0 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 be credited with Placing Shares and Placing Warrants in uncertificated form..	As soon as practicable after 8.00 a.m. on 20 June 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 and Open Offer Warrants in uncertificated form..................................................................................	As soon as practicable after 8.00 a.m. on 6 July 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. [phone] (via Vigo Consulting)

Canaccord Genuity Limited (NOMAD and Joint Broker)

Henry Fitzgerald-O'Connor/Gordon Hamilton

Tel. [phone]

Peel Hunt LLP (Joint Broker)

Richard Crichton/Alexander Allen

Tel. [phone]

Vigo Consulting

Patrick d'Ancona/Ben Simons/Kendall Hill

Tel. [phone]

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.

 

END

 

 

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