Placing

RNS Number : 0071Q

Rockhopper Exploration plc

12 October 2011

 



12 October 2011

Rockhopper Exploration plc ("Rockhopper" or the "Company")

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY OTHER STATE OR JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL TO DO SO

Proposed Placing of up to 25,814,000 new Ordinary Shares

Details of the Placing

Rockhopper Exploration plc announces today its intention to place up to 25,814,000 new Ordinary Shares, (the "Placing Shares"), representing up to approximately 10 per cent. of Rockhopper's existing issued ordinary share capital (the "Placing"), with institutional shareholders. The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated book-building process to be carried out by Canaccord Genuity Limited ("Canaccord Genuity"), and Merrill Lynch International ("BofA Merrill Lynch") acting as joint bookrunners (the "Joint Bookrunners"). The identity of Placees and the basis of the allocations are at the discretion of the Company and the Joint Bookrunners. The number of Placing Shares and the price at which the Placing Shares are to be placed (the "Placing Price") will be agreed by the Company with the Joint Bookrunners at the close of the book-building process. Details of the number of Placing Shares and the Placing Price will be announced as soon as practicable after the close of the book-building process.

The Placing Shares will be issued credited as fully paid and will rank pari passu with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares. The Placing will be made on a non pre-emptive basis.

The Company will apply for admission of the Placing Shares to be traded on the AIM market of the London Stock Exchange ("Admission"). It is expected that Admission will take place and that trading will commence on or around 17 October 2011.

The Placing is conditional upon, inter alia, Admission becoming effective.  The Placing is also conditional on the Placing Agreement made between the Company, Canaccord Genuity and BofA Merrill Lynch becoming unconditional and not being terminated in accordance with its terms. It is anticipated that the settlement date will be on or around 17 October 2011.

Each of the Directors intend to subscribe for Placing Shares in the Placing which at the Placing Price, have an aggregate value of £405,000.

In addition, certain senior employees intend to subscribe for Placing Shares in the Placing which, at the Placing Price, have an aggregate value of £80,000.

Appendix I to this announcement (which forms part of this announcement) sets out the terms and conditions of the Placing.  Defined terms used in this announcement are set out at the end of this announcement.

Background to the Placing

Yesterday the Company provided an update on its exploration well 14/10-8. The well was designed to investigate reservoir and hydrocarbon presence within Sea Lion in an area with relatively low amplitudes, and was also an exploration well on both the Casper and Kermit prospects. The well encountered good quality thick reservoir packages in all three targets, however all sands were water wet and the well was a dry hole. The thickness of the reservoir encountered in the well has increased the Company's confidence that a good quality reservoir is likely to be present in other relatively low amplitude areas.

In conjunction with the 14/10-8 well update and following the results of wells 14/10-6 and 14/10-7 the Company also provided updated management estimates, which were reviewed by the Company's external technical consultants, for oil initially in place within Sea Lion, on Rockhopper's 100 per cent. owned acreage. These are set out below:

Low Case:	844 mmbbls STOIIP
Mid Case:	1,297 mmbbls STOIIP
High Case:	1,428 mmbbls STOIIP

Further to the 3D seismic data acquired during 2007 that identified Sea Lion, additional data was acquired during late 2010 and early 2011 over the southern portion of Sea Lion from the point previously mapped by 3D seismic data to the southern boundary of the Company's PL032 licence.  3D seismic data was also acquired by Desire Petroleum plc, in the northern area of its PL004 licence, in which the Company has a 7.5% interest, up to the southern boundary of PL032. 

Farm-in

As a result of the interpretation of the newly acquired 3D seismic data, the Company believes that Sea Lion extends into the north-western area of licence PL004 operated by Desire. The Company also believes that this acreage may contain up to approximately 10-15 per cent of additional volume of prospective resources in addition to those set out in the High Case specified above.  In addition licence PL004 is believed by the Company to contain the attractive prospects "Jayne" and "Beverley", as recently delineated on the new fast-track 3D seismic survey. Accordingly, Rockhopper Oil, a subsidiary of the Company, has today agreed the terms of a farm-in agreement, subject to the approval of the Falkland Islands Government, with Desire to farm-in to that part of the north-western acreage of licence PL004 known as Area 1, which the Company believes contains the extension to the Sea Lion field and the western part of the "Beverley" prospect and, separately, into the north-eastern part of licence PL004 known as Area 2 which the Company believes contains the "Jayne" prospect and the eastern part of the "Beverley" prospect.

In consideration for paying the full cost of the drilling of one well in Area 1 within the current campaign, the Farm-In Agreement will give the Group operatorship of Area 1 and an earned interest of 52.5 per cent and, in aggregate, 60 per cent (when taken together with its existing 7.5 per cent earned interest under license PL004), in that area. The drilling of the well in Area 1 will also give the Company a 17.5 per cent working interest and, in aggregate, 25 per cent (when taken together with its existing 7.5 per cent earned interest under licence PL004), in Area 2.  Operatorship of Area 2 will remain with Desire. 

By the time that well 14/10-9 is spudded, the Company expects to have exercised its right to take up one additional option on the Ocean Guardian drilling rig.  The well in Area 1 is expected to be drilled immediately after well 14/10-9. In addition to the usual approvals, Rockhopper Oil's obligation to drill the well is conditional upon completion of the Placing and subject to regulatory approvals including consent from the appropriate authorities to drill the well and the change of operatorship by 11 November 2011.  Discussions with the Falkland Islands Government and the other authorities are underway. Rockhopper Oil has agreed to drill the well within 65 days of the Ocean Guardian drilling rig being available to it following the drilling of well 14/10-9.  In the event that it fails to do so, Rockhopper Oil will give up its interest in both Area 1 and Area 2 pursuant to the Farm-In Agreement.

Desire may drill one well using the Ocean Guardian drilling rig in Area 2 following the drilling of the well in Area 1. Subject to ongoing technical work and Desire raising the necessary funds Rockhopper Oil will, subject to agreeing the basis upon which the well will be drilled, contribute 25 per cent towards the cost of Desire drilling the well.  In the event that Rockhopper Oil does not agree the well plan, outline well design and well budget within seven days of its proposal by Desire, Desire will be free to drill the well alone.

Reasons for the Placing and use of proceeds

Given the opportunity to extend control of Sea Lion through this Farm-In Agreement, the Company has concluded that it is in the Company's and Shareholders' best interests to raise funds through the Placing.

Rockhopper's short and medium term aims are to:

-               complete the appraisal of its 100 per cent acreage on Sea Lion by completing the drilling of 14/10-8 and 14/10-9;

-               pay 100 per cent. of the cost of one well, as operator, on Area 1;

-               contribute 25 per cent towards of the cost of Desire drilling one well on Area 2;

-               conduct front end engineering design and reach a final investment decision in relation to Sea Lion;

-               conclude the interpretation of the mapped prospectivity elsewhere within the Company's licences; and

-               provide an updated Competent Person's Report in early 2012 following completion of its appraisal drilling programme on Sea Lion

The Board has decided that it will not drill its Johnson gas prospect at this stage.

Future Strategy

As announced at the Capital Markets Day on September 14^th 2011, the Company is exploring a range of options for the Sea Lion development including optimal sources of financing and the most appropriate phasing of the project. It is currently envisaged that the Company will finance this development through a combination of seeking industry partners and debt providers, although other options remain possibilities. The Company has received initial interest from a number of potential industry partners and, accordingly, anticipates setting up a data room towards the end of the year to allow interested parties to evaluate all relevant data. In parallel, the Company has already initiated discussions with a number of potential debt providers as part of the financing plan for the Sea Lion development.  

Sam Moody, Chief Executive of Rockhopper said:

"Our technical work to date has shown that the Sea Lion field may extend onto the Desire acreage. We are therefore very pleased to have agreed a farm-in deal with Desire which will allow us to appraise what we believe is the full extent of Sea Lion and to become the Operator of that part of the licence. We are further delighted to have increased our exposure to potential exploration upside from the Jayne and Beverley prospects.

We now look forward to concluding the appraisal drilling campaign of Sea Lion and to progressing the necessary workstreams to the point of a final investment decision on the field."

Enquiries:

Rockhopper Exploration plc

Sam Moody - Chief Executive

Tel. [phone] (via M: Communications)

M: Communications

Patrick d'Ancona or Ben Simons

Tel. [phone]

Canaccord Genuity Limited

Charles Berkeley / Henry Fitzgerald-O'Connor

Tel. [phone]

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY OTHER STATE OR JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL TO DO SO

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that would cause actual results or events to differ from current expectations, intentions or projections might include, amongst other things, changes in oil prices, changes in equity markets, failure to establish estimated petroleum reserves, political risks, changes to regulations affecting the Company's activities, delays in obtaining or failure to obtain any required regulatory approval, failure of equipment, uncertainties relating to the availability and costs of financing needed in the future, the uncertainties involved in interpreting drilling results and other geological, geophysical and engineering data, delays in obtaining geological results, the success of future explorations, acquisitions and other strategic transactions and other risks associated with offshore exploration, development and production. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements, which are not guarantees of future performance. Forward-looking statements speak only as of the date of such statements and, except as required by the FSA, the London Stock Exchange or applicable law, each of the Company, Canaccord Genuity and BofA Merrill Lynch expressly disclaims any obligation or undertaking to review, revise or release publicly any updates to any forward-looking statements to reflect any changes in Rockhopper's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based, whether as a result of new information, future events or otherwise.

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 BofA Merrill Lynch or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement, including the Appendices, 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.

BofA 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 BofA 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 BofA 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 BofA 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.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19 (5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"), OR (II) PERSONS FALLING WITHIN ARTICLE 49 (2) (A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; AND (B) (I) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2 (1) (E) OF EU DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE") ), AND/OR (II) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN ROCKHOPPER EXPLORATION PLC.

Persons (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given ("Placees") will be deemed to have read and understood this announcement, including the Appendices, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in Appendix I. In particular, each such Placee represents, warrants and acknowledges that it is: (i) a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; (ii) not within the United States; (iii) not within Australia, Canada, South Africa, Japan or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares; (iv) not acquiring the Placing Shares for the account of any person who is located in the United States, unless the instruction to acquire was received from a person outside the United States and the person giving such instruction has confirmed that it has the authority to give such instruction, and that either (a) it has investment discretion over such account or (b) it is an investment manager or investment company and, in the case of each of (a) and (b), that it is acquiring the Placing Shares in an "offshore transaction" (within the meaning of Regulation S under the United States Securities Act of 1933, as amended ("Securities Act"); and (v) it is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Placing Shares into the United States or any other jurisdiction referred to in (iii) above.

This announcement, including the Appendices, 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.

This announcement relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority ("DFSA"). This announcement is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this announcement nor taken steps to verify the information set forth herein and has no responsibility for this announcement. The Placing Shares to which this announcement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Placing Shares offered should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this announcement you should consult an authorised financial adviser.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendices or 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

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

Details of the Placing

The Joint Bookrunners have entered into an agreement with Rockhopper (the "Placing Agreement") under which, subject to the conditions set out in that agreement, the Joint Bookrunners have agreed to use reasonable endeavours to procure subscribers for the Placing Shares at a price determined following completion of the bookbuilding process in respect of the Placing (the "Bookbuild"),described in this announcement and set out in the Placing Agreement.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares including the right to receive all dividends and other distributions declared in respect of such ordinary shares after the date of issue of the Placing Shares.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.  The Placing is conditional upon, inter alia, the Placing Agreement becoming unconditional in all respects, and upon Admission becoming effective. It is expected that Admission will become effective on or around 17 October 2011 and that dealings in the Placing Shares will commence at that time.

Bookbuild

The Joint Bookrunners will today commence the Bookbuild to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

The Joint Bookrunners and Rockhopper shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Participation in, and principal terms of, the Placing:

1.              Canaccord Genuity and BofA Merrill Lynch are acting as joint bookrunners and agents of Rockhopper.

2.              Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Joint Bookrunners. The Joint Bookrunners and their affiliates are each entitled to enter bids in the Bookbuild as principal.

3.              The Bookbuild will establish a single price payable to the Joint Bookrunners by all Placees whose bids are successful (the "Placing Price"). The Placing Price and the number of Placing Shares to be issued will be agreed between the Joint Bookrunners and Rockhopper following completion of the Bookbuild. The Placing Price and the number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.

4.              To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at either of the Joint Bookrunners. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at either the Placing Price, which is ultimately established by Rockhopper and the Joint Bookrunners, or at prices up to a price limit specified in its bid. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 9 below.

5.              The Bookbuild is expected to close during the course of today but may be closed later at the discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement with Rockhopper, accept bids that are received after the Bookbuild has closed. Rockhopper reserves the right (upon the agreement of the Joint Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

6.              Each prospective Placee's allocation will be agreed between the Joint Bookrunners and Rockhopper and will be confirmed orally by one of the Joint Bookrunners as agent of Rockhopper following the close of the Bookbuild. That oral confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of the Joint Bookrunners and Rockhopper to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with Rockhopper's articles of association.

7.              Each prospective Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by one of the Joint Bookrunners. The terms of this Appendix will be deemed incorporated in that contract note.

8.              Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Rockhopper and the relevant Joint Bookrunner as agent of Rockhopper, to pay the relevant Joint Bookrunner (or as it may direct) in cleared funds, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe and Rockhopper has agreed to allot and issue to that Placee.

9.              The Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with Rockhopper and may scale down any bids for this purpose on such basis as they may determine. The Joint Bookrunners may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of Rockhopper (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.

10.            A bid in the Bookbuild will be made on the terms and subject to the conditions in this announcement and will be legally binding on the Placee on behalf of which it is made and except with the consent of either of the Joint Bookrunners will not be capable of variation or revocation after the time at which it is submitted.

11.            Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and settlement".

12.            All obligations under the Bookbuild and Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below.

13.            By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

14.            To the fullest extent permissible by law, neither of the Joint Bookrunners nor any of their affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither of the Joint Bookrunners nor any of their affiliates shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunner's conduct of the Bookbuild or of such alternative method of effecting the Placing as the Joint Bookrunners and Rockhopper may agree.

15.            In addition, either of the Joint Bookrunners or their respective affiliates may enter into financing arrangements and swaps with investors in connection with which such Joint Bookrunners (or their affiliates) may from time to time acquire, hold or dispose of Ordinary Shares.

Conditions of the Placing

The obligations of the Joint Bookrunners under the Placing Agreement are conditional on, amongst other things:

(a)            agreement being reached between Rockhopper and the Joint Bookrunners on the Placing Price and the number of Placing Shares;

(b)            publication by Rockhopper of an announcement of the Placing Price;

(c)             Admission taking place by 8.00 a.m. (London time) on 17 October 2011 (or such later date as Rockhopper and the Joint Bookrunners may otherwise agree); and

(d)            the Placing Agreement becoming unconditional in all other respects.

If any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by the Joint Bookrunners, by the respective time or date where specified (or such later time and/or date as Rockhopper and the Joint Bookrunners may agree), the Placing will not proceed and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

The Joint Bookrunners may, at their discretion and upon such terms as they think fit, waive compliance by Rockhopper with the whole or any part of any of Rockhopper's obligations in relation to the conditions in the Placing Agreement save that the conditions in the Placing Agreement relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this announcement.

None of the Joint Bookrunners, Rockhopper or any other person shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners.

The Placing Agreement may be terminated by the Joint Bookrunners at any time prior to Admission in certain circumstances including, among other things, following a breach of the Placing Agreement by the Company or the occurrence of certain force majeure events.

Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.

By participating in the Placing, Placees agree that the exercise by the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and that they need not make any reference to Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No prospectus

No offering document, prospectus or admission document has been or will be submitted to be approved by the FSA or submitted to the London Stock Exchange in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this announcement (including the Appendices) released by Rockhopper today and any information previously published by Rockhopper by notification to a Regulatory Information Service, and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.

Each Placee, by accepting a participation in the Placing, agrees that the content of this announcement (including the Appendices) is exclusively the responsibility of Rockhopper and confirms that it has neither received nor relied on any other information (other than any information previously published by Rockhopper by notification to a Regulatory Information Service), representation, warranty, or statement made by or on behalf of Rockhopper or the Joint Bookrunners or any other person and none of the Joint Bookrunners or Rockhopper nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of Rockhopper in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. Rockhopper reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if, in the Joint Bookrunners' opinion, delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note stating the number of Placing Shares to be allocated to it at the Placing Price and settlement instructions.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with the Joint Bookrunners. Rockhopper will deliver the Placing Shares to CREST accounts operated by each of the Joint Bookrunners as agents for Rockhopper, and the Joint Bookrunners will enter their respective delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement will take place on 17 October 2011.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Joint Bookrunners.

Each Placee is deemed to agree that, if it does not comply with these obligations, Rockhopper may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Rockhopper's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and warranties

By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with each of the Joint Bookrunners (in their capacity as underwriters of the Placing Shares and joint bookrunners and placing agents of the Company in respect of the Placing) and the Company, in each case as a fundamental term of their application for Placing Shares the following:

1.              it has read this announcement, including the appendices, in its entirety;

2.              that (i) no offering document, listing particulars, prospectus or admission document has been or will be prepared in connection with the Placing and (ii) it has not received a prospectus, admission document or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;

3.              that the Ordinary Shares are admitted to trading on AIM, and Rockhopper is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM (collectively, the "Exchange Information"), which includes a description of the nature of Rockhopper's business and Rockhopper's most recent balance sheet and profit and loss account and that it is able to obtain or access (i) such Exchange Information and (ii) such information or comparable information concerning any other publicly traded company, in each case without undue difficulty;

4.              that none of the Joint Bookrunners or Rockhopper nor any of their affiliates nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or Rockhopper or any other person other than this announcement; nor has it requested any of the Joint Bookrunners, Rockhopper, any of their affiliates or any person acting on behalf of any of them to provide it with any such information;

5.              acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada, South Africa or Japan and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions;

6.              that (i) it is not within the United States; (ii) it is not within Australia, Canada, South Africa, Japan or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares; (iii) it is not acquiring the Placing Shares for the account of any person who is located in the United States, unless the instruction to acquire was received from a person outside the United States and the person giving such instruction has confirmed that it has the authority to give such instruction, and that either (a) it has investment discretion over such account or (b) it is an investment manager or investment company and, in the case of each of (a) and (b), that it is acquiring the Placing Shares in an "offshore transaction" (within the meaning of Regulation S under the Securities Act); and (iv) it is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Placing Shares into the United States or any other jurisdiction referred to in (ii) above;

7.              that the content of this announcement is exclusively the responsibility of Rockhopper and that neither of the Joint Bookrunners nor any person acting on their behalf has or shall have any liability for any information, representation or statement contained in this announcement or any information previously published by or on behalf of Rockhopper and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this announcement and any information previously published by Rockhopper by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by any of the Joint Bookrunners or Rockhopper and none of the Joint Bookrunners or Rockhopper will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of Rockhopper in deciding to participate in the Placing;

8.              that neither of the Joint Bookrunners nor any person acting on behalf of them nor any of their affiliates has or shall have any liability for any publicly available or filed information, or any representation relating to Rockhopper, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

9.              that neither it, nor the person specified by it for registration as a holder of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services);

10.            that it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

11.            that it is acting as principal only in respect of the Placing or, if it is acting for any other person (i) it is duly authorised to do so, (ii) it is and will remain liable to the Company and/or the Joint Bookrunners for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person), (iii) it is both an "authorised person" for the purposes of FSMA and a "qualified investor" as defined at Article 2.1 (e) (i) of Directive 2003/71/EC (known as the Prospectus Directive) acting as agent for such person, and (iv) such person is either (1) a "qualified investor" as referred to at section 86 (7) of FSMA or (2) a "client" (as defined in section 86 (2) of FSMA) of its that has engaged it to act as such client's agent on terms which enable it to make decisions concerning the Placing or any other offers of transferable securities on such client's behalf without reference to such client;

12.            that, if a financial intermediary, as that term is used in Article 3 (2) of EU Directive 2003/71/EC (the "Prospectus Directive") (including any relevant implementing measure in any member state), the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than to qualified investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the proposed offer or resale;

13.            that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85 (1) of the Financial Services and Markets Act 2000 ("FSMA");

14.            that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);

15.            that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21 (1) of FSMA does not require approval of the communication by an authorised person;

16.            that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

17.            that (i) it is a person falling within Article 19 (5) and / or Article 49 (2) (a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or is a person to whom this announcement may otherwise be lawfully communicated; and (ii) any offer of Placing Shares may only be directed at persons to the extent in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2 (1) (e) of the Prospectus Directive (Directive 2003/71/EC) and represents and agrees that it is such a qualified investor;

18.            that it is entitled to purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it, and that its subscription/purchase of the Placing Shares will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

19.            that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as the Joint Bookrunners may in their discretion determine and without liability to such Placee;

20.            that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that Rockhopper may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

21.            that neither of the Joint Bookrunners, nor any of their respective affiliates, nor any person acting on behalf of either of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of either Joint Bookrunner and that the Joint Bookrunners have no duties or responsibilities to it for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

22.            that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither of the Joint Bookrunners or Rockhopper will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify Rockhopper and the Joint Bookrunners in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock accounts of the Joint Bookrunners who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

23.            that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by Rockhopper or the Joint Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

24.            that the Company, Canaccord Genuity and BofA Merrill Lynch will rely upon the truth and accuracy of the representations, warranties and acknowledgements set forth herein and which are irrevocable and it irrevocably authorises the Company, Canaccord Genuity and BofA Merrill Lynch to produce this announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

25.            that it will indemnify and hold Rockhopper, the Joint Bookrunners and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix I and further agrees that the provisions of this Appendix I shall survive after completion of the Placing;

26.            that it will acquire any Placing Shares purchased by it for its account or for one or more accounts as to each of which it exercises sole investment discretion and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

27.            that its commitment to subscribe for Placing Shares on the terms set out herein and in the contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to Rockhopper's conduct of the Placing. The foregoing representations, warranties and confirmations are given for the benefit of Rockhopper as well as the Joint Bookrunners. The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from Rockhopper for the Placing Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither Rockhopper nor the Joint Bookrunners shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Joint Bookrunners accordingly;

28.            that no action has been or will be taken by any of the Company, the Joint Bookrunners or any person acting on behalf of Rockhopper or the Joint Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

29.            that, in making any decision to purchase the Shares, it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares. It further confirms that it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Placing. It further confirms that it relied on its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

30.            that the Joint Bookrunners do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

31.            that it has (i) made its own assessment and satisfied itself concerning legal, regulatory, tax, business and financial considerations in connection herewith to the extent it deems necessary; (ii) had access to review publicly available information concerning the Rockhopper group that it considers necessary or appropriate and sufficient in making an investment decision; (iii) reviewed such information as it believes is necessary or appropriate in connection with its subscription or purchase of the Placing Shares; and (iv) made its investment decision based upon its own judgement, due diligence and analysis and not upon any view expressed or information provided by or on behalf of Canaccord Genuity and BofA Merrill Lynch;

32.            that it may not rely on any investigation that Canaccord Genuity and BofA Merrill Lynch or any person acting on their behalf may or may not have conducted with respect to the Company, its group, or the Placing and Canaccord Genuity and BofA Merrill Lynch have not made any representation to it, express or implied, with respect to the merits of the Placing, the subscription or purchase of the Placing Shares, or as to the condition, financial or otherwise, of the Company, its group, or as to any other matter relating thereto, and nothing herein shall be construed as a recommendation to it to purchase the Placing Shares. It acknowledges and agrees that no information has been prepared by Canaccord Genuity, BofA Merrill Lynch or the Company for the purposes of this Placing;

33.            that accordingly it will not hold Canaccord Genuity or BofA Merrill Lynch, any of their respective associates or any person acting on their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Company's group or information made available (whether in written or oral form) in presentations or as part of roadshow discussions with investors relating to the Company's group (the "Information") and that none of Canaccord Genuity, BofA Merrill Lynch or any person acting on behalf of Canaccord Genuity or BofA Merrill Lynch, makes any representation nor warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information; and

34.            that in connection with the Placing, each of Canaccord Genuity, BofA Merrill Lynch and any of their respective affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to any of Canaccord Genuity, BofA Merrill Lynch and any relevant affiliate acting in such capacity. Neither Canaccord Genuity nor BofA Merrill Lynch intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

By participating in the Placing, each Placee (and any person acting on Placee's behalf) subscribing for Placing Shares acknowledges that: (i) the Placing Shares are being offered and sold only pursuant to Regulation S under the Securities Act in a transaction not involving a public offering of securities in the United States and the Placing Shares have not been and will not be registered under the Securities Act; and (ii) the offer and sale of the Placing Shares to it has been made outside of the United States in an "offshore transaction" (as such term is defined in Regulation S under the Securities Act) and it is outside of the United States during any offer or sale of Placing Shares to it.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that the Joint Bookrunners or any of their affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with the Joint Bookrunners, any money held in an account with any of the Joint Bookrunners on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FSA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Joint Bookrunners' money in accordance with the client money rules and will be used by the relevant Joint Bookrunners in the course of their own business; and the Placee will rank only as a general creditor of the Joint Bookrunners.

All times and dates in this announcement may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

DEFINITIONS

Terms not otherwise defined below have the same meanings given to them elsewhere in this announcement:

"Admission" means admission of the Placing Shares to trading on the London Stock Exchange's AIM market;

"AIM" means the AIM market of the London Stock Exchange;

"Area 1" means part of the north-western acreage of Desire's licence PL004 being that area of PL004 which the Directors believe is an extension of Sea Lion;

"Area 2" means part of the north-eastern acreage of Desire's licence PL004 lying to the south of the Group's licensed areas;

"Board" means the board of directors of the Company;

"BofA Merrill Lynch" means Merrill Lynch International;

"Canaccord Genuity" means Canaccord Genuity Limited;

"Company" or "Rockhopper" means Rockhopper Exploration plc;

"Desire" means Desire Petroleum plc (AIM:DES);

"Directors" means the directors of the Company;

"Falkland Islands Government" means Her Majesty in right of Her Government in the Falkland Islands;

"Farm-In Agreement" means the Farm-In Agreement dated 12 October 2011 between Rockhopper Oil and Desire in relation to Area 1 and Area 2;

"Group" means the Company and its subsidiary undertakings;

"Rockhopper Oil" means Rockhopper Exploration (Oil) Limited;

"Joint Bookrunners" means Canaccord Genuity and BofA Merrill Lynch;

"London Stock Exchange" means London Stock Exchange plc;

"Mmbbls" means millions of barrels (i.e. oil barrels corresponding to 159 litres);

"Ordinary Shares" means the ordinary shares of one penny each in the share capital of the Company;

"Placees" means investors with whom Placing Shares are placed;

"Placing" means the placing of the Placing Shares described in this announcement;

"Placing Agreement" means the agreement dated 12 October 2011 entered into by the Company, Canaccord Genuity and Merrill Lynch in connection with the Placing;

"Placing Price" means the price at which the Placing Shares are to be issued pursuant to the Placing;

"Placing Shares" means the new Ordinary Shares to be issued pursuant to the Placing;

"Sea Lion" or "Sea Lion field" means the Sea Lion Main Complex being the physical maximum extent of sand lobes SL10 and SL20 as currently mapped using seismic data;

"Shareholders" means the holders of Ordinary Shares from time to time;

"STOIIP" means stock tank oil initially in place;

"United States" or "US" means the United States of America, its territories and possessions, any State of the United States and the District of Columbia; and

"£" means the lawful currency of the United Kingdom.

 

END

 

 

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