Result of EGM

RNS Number : 6978V

Rockhopper Exploration plc

05 November 2010

 



05 November 2010

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN

Rockhopper Exploration plc

£206.3 million share placing (the "Placing")

All resolutions passed at today's General Meeting

The Board of Rockhopper Exploration plc ("Rockhopper") announces that all the resolutions proposed at the General Meeting of Rockhopper held today, including the resolution to approve the Placing, were passed. The levels of proxy appointments and associated voting instructions received prior to the meeting are set out in Appendix I.

The Placing announced on 19 October 2010 remains conditional on the admission to trading on AIM of all 65,500,000 new Ordinary Shares (the "Placing Shares") that are the subject of the Placing and on the Placing Agreement between Rockhopper, Canaccord Genuity Limited ("Canaccord Genuity"), and Merrill Lynch International ("Merrill Lynch") becoming unconditional in all other respects.

It is expected that the Placing will become unconditional and the admission of the Placing Shares to trading on AIM will become effective at 8.00 a.m. on 8 November 2010.

Capitalised terms used, but not defined in this announcement, have the same meanings as set out in the announcement released by Rockhopper on 18 October 2010.

Enquiries:

Rockhopper Exploration Sam Moody - Chief Executive	[phone] (via M: Communications)
BofA Merrill Lynch	[phone]
Andrew Osborne Oliver Holbourn Paul Frankfurt
Canaccord Genuity	[phone]
Robert Finlay
Charles Berkeley
Henry Fitzgerald-O'Connor

This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This announcement has been issued by and is the sole responsibility of Rockhopper.

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 Canaccord Genuity or Merrill Lynch 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.

Canaccord Genuity, which is authorised and regulated in the United Kingdom by the FSA, is acting for Rockhopper and for no-one else in connection with the Placing, and will not be responsible to anyone other than Rockhopper for providing the protections afforded to customers of Canaccord Genuity nor for providing advice to any other person in relation to the Placing or any other matter referred to herein. 

Merrill Lynch, which is authorised and regulated in the United Kingdom by the FSA, is acting for Rockhopper and for no-one else in connection with the Placing, and will not be responsible to anyone other than Rockhopper for providing the protections afforded to customers of Merrill Lynch nor for providing advice to any other person in relation to the Placing or any other matter referred to herein.

The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by Rockhopper, Canaccord Genuity or Merrill Lynch that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Rockhopper, Canaccord Genuity and Merrill Lynch to inform themselves about, and to observe such restrictions.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

This announcement is not for distribution directly or indirectly in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia, South Africa or Japan or any jurisdiction into which the same would be unlawful. This announcement is not an offer of securities for sale in the United States.  Securities may not be offered or sold in the United States absent registration or an exemption from registration.  No offering of securities will be made in the United States by Rockhopper in connection with the Placing.

This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for shares in the capital of Rockhopper in Canada, Australia, South Africa or Japan or any jurisdiction in which such an offer or solicitation is unlawful.  No public offering of securities of Rockhopper will be made in connection with the Placing in the United Kingdom or elsewhere.

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, South Africa or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia, South Africa or Japan or any other jurisdiction outside the United Kingdom. 

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is unlawful.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action. 

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange. Neither the content of Rockhopper's website nor any website accessible by hyperlinks on Rockhopper's website is incorporated in, or forms part of, this announcement.

Appendix I

Resolution Number	Number of Shareholders From Which Proxy Votes have been received	Proxy Votes For The Resolution	Voted %	Proxy Votes Against The Resolution	Voted %	Total Shares Voted	Total Shares Voted as % of Total Issued Share Capital
1	422	76,797,310	100.0%	31,755	0.0%	76,829,065	39.9%
2	424	76,609,992	99.7%	208,873	0.3%	76,818,865	39.9%
3	423	75,937,176	98.9%	846,442	1.1%	76,783,618	39.9%

 

END

 

 

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