TIDMHUR
RNS Number : 1676C
Hurricane Energy PLC
08 June 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.
8 June 2023
RECOMMED ACQUISITION
of
Hurricane Energy plc ("Hurricane")
by
Prax Exploration & Production PLC ("Prax")
Update on Matched Bargain Facility and Deferred Consideration
Units
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"). The scheme document in
respect of the Acquisition (the "Scheme Document") was published
and made available to Hurricane Shareholders on 6 April 2023.
Defined terms used but not defined in this announcement have the
meaning given to them in the Scheme Document.
Further to the announcement issued earlier today noting that the
Scheme has become Effective, Hurricane and Prax are pleased to
provide an update on the matched bargain facility and the Deferred
Consideration Units pursuant to the Scheme.
Matched Bargain Facility and Deferred Consideration Units
Update
As announced on 16 March 2023 and detailed in the Scheme
Document, Prax intends to put in place a matched bargain facility
upon the Scheme becoming Effective and upon which the Deferred
Consideration Units could be traded. Prax has appointed JP Jenkins
to provide a matched bargain facility on which the Deferred
Consideration Units could be traded. JP Jenkins is a liquidity
venue for unlisted or unquoted assets in companies, enabling
shareholders and prospective investors to buy and sell unlisted or
unquoted assets on a matched bargain basis.
Prax has appointed Computershare, Hurricane's existing
registrar, to act as registrar for the Deferred Consideration
Units.
In order to participate in the matched bargain facility, the
Deferred Consideration Units need to be held in CREST. An
International Securities Identification Number ("ISIN") for each of
the Class I DCUs and Class II DCUs has been issued and the relevant
CREST applications will be submitted shortly.
As detailed in the Scheme Document, each Class I DCU will
entitle the Class I DCU Holder to receive Loan Note(s) (subject to
applicable securities laws) in an amount equal to the DCU Cash
Amount, the principal of which will be redeemable in cash on the
redemption date. The ISIN for the Class I DCUs is GB00BQS92045.
Alternatively, Scheme Shareholders will receive Class II DCUs.
Each Class II DCU will entitle the Class II DCU Holder to receive
further cash, in an amount equal to the DCU Cash Amount. The ISIN
for the Class II DCUs is GB00BQS92151.
It is expected that Scheme Shareholders who hold their Scheme
Shares in uncertificated form through CREST will receive their
Deferred Consideration Units through CREST and the DCU Cash Amount,
when payable, will be paid through CREST.
Scheme Shareholders who hold their Scheme Shares in certificated
form will receive certificated Deferred Consideration Units and the
DCU Cash Amount, when payable, will be paid via cheque. Further
information on how to dematerialise certificated Deferred
Consideration Units so that they are capable of being held in
uncertificated form through CREST, and thus tradeable on the
matched bargain facility, will be sent in due course to relevant
Scheme Shareholders.
An amended and restated DCU Deed Poll allowing for electronic
payments will shortly be uploaded to Hurricane's website at
www.hurricaneenergy.com and Prax's microsite at
www.prax.com/offer-for-hurricane-energy-plc. There is no change to
the economics or rights of the DCU Holders.
An announcement regarding the beginning of trading on the
matched bargain facility operated by JP Jenkins will be made on the
JP Jenkins website at www.jpjenkins.com and Prax's website at
www.prax.com/news at the appropriate time.
DCU Representative
Pursuant to the DCU Deed Poll, Hurricane has appointed Geopoint
Advisory Limited, of which Tim Chapman is the sole Director and
shareholder, to act as the DCU Representative. Defined terms used
but not defined in this section have the meaning given to them in
the DCU Deed Poll.
The DCU Representative will be responsible for acting as the
primary point of contact for the DCU Holders with Prax, the
Independent Accountant (if so appointed) and any third parties
engaged by the DCU Representative to act on behalf of the DCU
Holders in respect of any Matters in Dispute. The obligations of
the DCU Representative will be owed to the DCU Holders and not to
Prax. The DCU Representative shall be entitled (but not obliged) at
the DCU Representative's sole discretion to consult with individual
DCU Holders or seek the direction of the DCU Holders by means of a
DCU Holders' Majority Resolution. Mr. Chapman is entirely
independent of both Hurricane and Prax.
Tim Chapman is an international capital markets specialist
residing in London with more than 30 years of experience spanning
the globe. His career includes 25 years in investment banking roles
with large financial institutions including JP Morgan Chase, CIBC
World Markets, and finally RBC Capital Markets where he was head of
international oil and gas. Mr. Chapman's career has focused on
corporate strategy and valuation, regularly providing expert advice
to many companies on seminal M&A transactions and capital
raises. His experience within the oil and gas sector is diverse,
including upstream, downstream and oilfield services companies. In
2015, Mr. Chapman founded Geopoint Advisory Limited which provides
independent advice to energy companies. He is also a director of
Valeura Energy and certain Petrogas North Sea subsidiaries. Mr.
Chapman started his professional life as a geologist and graduated
from Earth Sciences at Oxford University.
Information Updates on Deferred Consideration Units following
the end of the Offer Period
Prax intends to provide upstream press releases and information
pertaining to DCU Holders, for example future upstream
acquisitions, if and when relevant, on the news section of the Prax
website at www.prax.com/news.
Contacts:
Hurricane Energy plc
Antony Maris, Chief Executive Officer
communications@Hurricaneenergy.com +44 (0)1483 862820
Stifel Nicolaus Europe Limited
Financial Adviser
Callum Stewart / Jason Grossman +44 (0)20 7710 7600
Investec Bank plc
Joint Corporate Broker to Hurricane
Chris Sim / Charles Craven / Jarrett Silver +44 (0)20 7597 5970
Vigo Consulting
Public Relations Adviser to Hurricane
Patrick d'Ancona / Ben Simons
Hurricane@vigoconsulting.com +44 (0)20 7390 0230
Prax
Alessandro Agostini, Head of Exploration and
Production
(Care of Camarco) +44 (0) 20 3757 4986
Gneiss Energy Limited
Financial Adviser to Prax
Jon Fitzpatrick / Paul Weidman +44 (0) 20 3983 9263
Camarco
Public Relations Adviser to Prax
Billy Clegg / Georgia Edmonds / Violet Wilson
/ Hugo Liddy
prax@camarco.co.uk +44 (0) 20 3757 4986
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.
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.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements regarding the
Acquisition and other information published by Prax, the Prax
Group, Hurricane or the Hurricane Group contains statements about
Prax, the Prax Group, Hurricane and the Hurricane Group that are or
may be deemed to be forward-looking statements. All statements
other than statements of historical facts included in this
announcement may be forward-looking statements. Without limitation,
any statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "should", "would", "could", "anticipates",
"estimates", "projects" or "strategy" or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
the Prax Group or the Hurricane Group's operations following the
Acquisition; and (iii) the effects of government regulation on the
Prax Group's or the Hurricane Group's business.
Such forward-looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. They are not guarantees of future
performance. Such forward-looking statements involve known and
unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. These
factors include, but are not limited to, the satisfaction of the
conditions to the Acquisition, as well as additional factors, such
as changes in political and economic conditions, changes in the
level of capital investment, retention of key employees and success
of business and operating initiatives. Due to such uncertainties
and risks, readers are cautioned not to place undue reliance on
such forward-looking statements, which speak only as of the date
hereof. All subsequent oral or written forward-looking statements
attributable to Prax or any of its members, directors, officers or
employees or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above. Each
of Prax and Hurricane disclaims any obligation to update any
forward-looking or other statements contained herein, except as
required by applicable law.
No Profit Forecasts or Estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for Hurricane for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share for Hurricane.
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
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: 0370 707 1733. 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.
This information is provided by RNS, the news service of the
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END
UPDFLFFRRDITIIV
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June 08, 2023 12:28 ET (16:28 GMT)
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