Results of Court Meeting and General Meeting

Hurricane Energy PLC

04 May 2023

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

FOR IMMEDIATE RELEASE

4 May 2023

RECOMMENDED ACQUISITION
of
Hurricane Energy plc ("Hurricane")
by
Prax Exploration & Production PLC ("Prax")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006

Results of Court Meeting and General Meeting

On 16 March 2023, the boards of directors of Hurricane and Prax announced that they had reached agreement on the terms of a recommended acquisition of the entire issued, and to be issued, share capital of Hurricane by Prax (the "Acquisition"), to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

Hurricane is pleased to announce that, at the Court Meeting and the General Meeting held earlier today, all the resolutions proposed were duly passed.

Full details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in the scheme document dated 6 April 2023 (the "Scheme Document"), which, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, is available on Hurricane's website at www.hurricaneenergy.com and Prax's microsite at https://www.prax.com/offer-for-hurricane-energy-plc.

Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document.

VOTING RESULTS OF THE COURT MEETING

The Scheme was approved by the requisite majority on a poll vote at the Court Meeting held at 10.00 a.m. on 4 May 2023. A majority in number of the Scheme Shareholders who voted (and who were entitled to vote), either in person or by proxy, representing over 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders present and voting, voted to approve the Scheme.

The results of the poll at the Court Meeting held on 4 May 2023 were as follows:

	Number of Scheme Shareholders who voted	Percentage of Scheme Shareholders who voted	Number of Scheme Shares voted	Percentage of Scheme Shares voted	Number of Scheme Shares voted as a percentage of the issued ordinary share capital entitled to vote on the Scheme#
FOR	88	68.75%	1,064,346,921	87.58%	53.43%
AGAINST	40	31.25%	150,944,491	12.42%	7.58%
TOTAL	128	100%	1,215,291,412	100%	61.01%

# The total number of Scheme Shares in issue at the Voting Record Time was 1,991,871,556.

VOTING RESULTS OF THE GENERAL MEETING

The special resolutions to provide for the implementation of the Scheme and the approval of the Special Dividends were each passed by the requisite majority on a poll vote at the General Meeting held at 10.15a.m. on 4 May 2023.

The results of the poll at the General Meeting held on 4 May 2023 were as follows:

	FOR		AGAINST		TOTAL	WITHHELD*
Resolution 1	Number of Hurricane Shares voted	Percentage of Hurricane Shares voted	Number of Hurricane Shares voted	Percentage of Hurricane Shares voted	Number of Hurricane Shares voted	Number of Hurricane Shares
Approval of the implementation of the Scheme, including the amendment of the Company's Articles	1,077,727,415	87.55%	153,226,217	12.45%	1,230,953,632	189,522
Resolution 2	Number of Hurricane Shares voted	Percentage of Hurricane Shares voted	Number of Hurricane Shares voted	Percentage of Hurricane Shares voted	Number of Hurricane Shares voted	Number of Hurricane Shares
Approval of Transaction Dividend and authority to directors to pay Supplementary Dividend	1,084,584,419	88.12%	146,167,622	11.88%	1,230,752,041	391,113

* A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' the resolution.

Completion of the Acquisition remains subject to the satisfaction or, if applicable, waiver of the other Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Court Hearing which is expected to take place in June 2023.

If any of the key dates set out above or in the Scheme Document change, Hurricane will give notice of this change by issuing an announcement through a Regulatory Information Service and by making such announcement available on its website at www.hurricaneenergy.com.

Dentons UK & Middle East LLP is providing legal advice to Hurricane. Pinsent Masons LLP is providing legal advice to Prax and the Prax Group.

Contacts:

Hurricane Energy plc  Antony Maris, Chief Executive Officer  [e-mail]	[phone]
Stifel Nicolaus Europe Limited Financial Adviser, Nominated Adviser & Joint Corporate Broker to Hurricane Callum Stewart / Jason Grossman	[phone]
Investec Bank plc  Joint Corporate Broker to Hurricane Chris Sim / Charles Craven / Jarrett Silver	[phone]
Vigo Consulting Public Relations Adviser to Hurricane Patrick d'Ancona / Ben Simons   [e-mail]	[phone]
Prax Alessandro Agostini, Head of Exploration and Production (Care of Camarco)	[phone]
Gneiss Energy Limited Financial Adviser to Prax Jon Fitzpatrick / Paul Weidman	[phone]`
Camarco Public Relations Adviser to Prax Billy Clegg / Georgia Edmonds / Violet Wilson / Hugo Liddy [e-mail]	[phone]

Inside Information 

This announcement is released by Hurricane Energy plc and contains inside information under Regulation (EU) 596/2014 on market abuse, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the UK MAR). For the purpose of the UK MAR, this announcement is made by Antony Maris, Chief Executive Officer at Hurricane Energy plc.

Important Notices

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Hurricane and no one else in connection with the Acquisition, the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Hurricane for providing the protections afforded to clients of Stifel or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein. 

Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Hurricane and no one else in connection with the Acquisition, the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Hurricane for providing the protections afforded to clients of Investec or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein. 

Gneiss Energy Limited ("Gneiss"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Prax and no one else in connection with the Acquisition, the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Prax for providing the protections afforded to clients of Gneiss or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.

Further information

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise.  The Acquisition will be made solely by means of the Scheme Document (or any document by which the Acquisition is made) which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.  Any decision in respect of, or otherwise in response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or any other document by which the Acquisition is made). 

The release, publication or distribution of this announcement in, into or from certain jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions.  Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements.  Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction.  To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.  This document does not constitute an offer or invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

All shareholders, particularly Overseas Shareholders, should consult their own legal and tax advisers with regard to the legal and tax consequences of the Scheme to their particular circumstances.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The availability of the Acquisition to Hurricane Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens.  Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.  In particular, the ability of persons who are not resident in the United Kingdom to vote their Hurricane Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located.  Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdictions.  To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

It is the responsibility of each Overseas Shareholder to obtain any governmental, exchange control or other consents which may be required, or to ensure the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

Unless otherwise determined by Prax and Hurricane or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.  Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.  Doing so may render invalid any related purported vote in respect of the Acquisition.  If the Acquisition is implemented (with the consent of the Panel) by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The Acquisition shall be subject to, among other things, the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.

Notice to Hurricane Shareholders in the United States

Hurricane Shareholders in the United States should note that the Acquisition relates to the securities of a company incorporated in England and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales.  The Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with the laws of England and Wales and UK procedural and disclosure requirements, which differ from the disclosure requirements, style and format of US proxy solicitation or tender offer rules.  A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act").  If, in the future, Prax exercises its right to implement the Acquisition by way of a Takeover Offer in lieu of the Scheme, such offer will be made in compliance with applicable United States laws and regulations, including, without limitation, any applicable exemptions under the US Exchange Act and, subject, in the case of participation by Hurricane Shareholders resident in the United States, to the availability of an exemption (if any) from the registration requirements under the US Securities Act of 1933 (the "US Securities Act") and the securities laws of any state or other jurisdiction of the United States.

The financial information with respect to Hurricane included in the Scheme Document and other documentation related to the Acquisition has been or will have been prepared in accordance with IFRS and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The Deferred Consideration Units to be issued under the Scheme have not been and will not be registered under the US Securities Act, or under any laws of any securities regulatory authority of any state other jurisdiction of the United States and may only be offered or sold in the United States in reliance on an exemption from the registration requirements of the US Securities Act.  Neither this announcement nor the Scheme Document shall constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Deferred Consideration Units in any state of the United States in which such offer, solicitation or sale would be unlawful prior to qualification under the securities laws of any such state.  The Deferred Consideration Units are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof.  Hurricane Shareholders (whether or not US persons) who are or will be affiliates (within the meaning of the US Securities Act) of Hurricane prior to, or of Prax after, the Effective Date will be subject to certain US transfer restrictions relating to the Deferred Consideration Units received pursuant to the Scheme as further described in Part IX (Additional Information for Overseas Shareholders) of the Scheme Document.

For the purpose of qualifying for the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) with respect to the Deferred Consideration Units, the Court will be advised that its sanctioning of the Scheme will be relied on as an approval of the Scheme following a hearing on its fairness to Hurricane Shareholders, at which hearing all such Hurricane Shareholders are entitled to attend in person, by authorised representative, by proxy or through counsel, to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all such Hurricane Shareholders.

A Hurricane Shareholder who is an "affiliate" (within the meaning of the US Securities Act) of Hurricane prior to, or of Prax after, the Effective Date, will receive "restricted securities" as defined in Rule 144 under the US Securities Act.  Under applicable US federal securities laws, persons who are or will be "affiliates", within the meaning of the US Securities Act may not resell the Deferred Consideration Units received as a result of the Scheme without registration under the US Securities Act, except pursuant to the applicable resale provisions of Rule 144 under the US Securities Act or another applicable exemption from registration or in a transaction not subject to registration (including a transaction that satisfies the applicable requirements of Regulation S under the US Securities Act).  "Affiliates" of a company are generally defined as persons who directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, that company.  Whether a person is an affiliate of a company for purposes of the US Securities Act depends on the circumstances, but affiliates can include certain officers, directors and significant shareholders.  Persons who believe they may be affiliates should consult their own legal advisers before any sale of securities received in the Scheme.

None of the securities referred to in this announcement or the Scheme Document have been approved or disapproved by the US Securities Exchange Commission or any US state securities commission, nor have any such authorities passed judgment upon the fairness or the merits of the Acquisition or determined if the Scheme Document is accurate or complete.  Any representation to the contrary is a criminal offence in the United States.

It may be difficult for US Shareholders to enforce their rights and claims arising out of US federal securities laws, since Hurricane and Prax are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States.  US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws.  Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

The receipt of cash or Deferred Consideration Units pursuant to the Scheme by US Shareholders as consideration for the transfer of its Hurricane Shares pursuant to the Scheme will likely be a disposal for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws.  Each Hurricane Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to such US Shareholder.

If Prax were to elect to implement the Acquisition by means of a Takeover Offer, in accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, the Prax Group, certain affiliated companies and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Hurricane Shares outside the United States, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn.  If such purchases or arrangements to purchase were to be made, they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act.  Any information about such purchases will be disclosed as required in the United Kingdom, will be reported via a Regulatory Information Service of the London Stock Exchange and available on the London Stock Exchange website at: www.londonstockexchange.com.

Dealing and Opening Position Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent.  or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the Document in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s).  An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 p.m.  (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m.  (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified.  Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent.  or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror.  A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code.  A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m.  (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified.  If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Publication on Website and Availability of Hard Copies

This announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Hurricane's website at www.hurricaneenergy.com and Prax's microsite at https://www.prax.com/offer-for-hurricane-energy-plc/ by no later than 12.00 noon (London time) on the business day following the date of this announcement.

Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.

In accordance with Rule 30.3 of the Code, you may request a hard copy of this announcement by contacting Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6AH, Telephone: [phone].  You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form. 

For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested.  Such persons may also request that all future documents, announcements and information in relation to the Acquisition be sent to them in hard copy form.

 

END