Last checked at 5 Oct 2020 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF MAR.
For immediate release
5 October 2020
Announcement Regarding the Possible Offer for Deltic Energy plc
Further to its 11 September 2020 announcement in relation to a possible all-share offer for the entire issued and to be issued share capital of Deltic Energy plc ("Deltic"), Independent Oil and Gas plc ("IOG" or "the Company") confirms it does not intend to make an offer under Rule 2.7 of the City Code on Takeovers and Mergers (the "Code") to acquire Deltic due to the absence of Deltic Board engagement both on an initial approach made on 26 August (which was rejected on 2 September) as well as on a second approach made on 25 September on improved terms which was rejected on 2 October.
IOG believes that, at the right level, a transaction would have considerable industrial logic, consolidating and scaling up two complementary portfolios with a balance of near-term catalysts and longer-term upside, representing excellent value for both sets of shareholders. However, the Board of IOG is clear that it will remain disciplined in its approach to consolidation opportunities and will not pay over risked fair value for assets, not least given the quality of its own existing portfolio and near-term development opportunities.
IOG remains as firmly focused as ever on safe and efficient execution of its Phase 1 development, which continues to progress on track for first gas in Q3 2021, as well as generating substantial additional shareholder value from the extensive growth opportunities within its existing Southern North Sea gas portfolio, including several further proven gas discoveries, multiple nearby potential incremental investment assets and two further synergistic gas discoveries in the recently released 32nd Round licence offers.
This is a statement to which Rule 2.8 of the Code applies.
For the purposes of Rule 2.8 of the Code, IOG reserves the right to make or participate in an offer or possible offer for Deltic (and/or take any other action which would otherwise be restricted under Rule 2.8 of the Code) within 6 months following the date of this announcement:
i) with the agreement of the Board of Directors of Deltic;
ii) following the announcement of a firm intention to make an offer for Deltic by or on behalf of a third party;
iii) following the announcement by Deltic of a proposal for a "whitewash" (as referred to in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or for a reverse takeover (as defined in the Code); or
iv) where the Panel on Takeovers and Mergers has determined that there has been a material change of circumstances.
Enquiries:
Independent Oil and Gas plc | +44 (0) 20 7036 1400 |
Andrew Hockey (CEO) | |
Rupert Newall (CFO) | |
James Chance (Head of Corporate Finance & IR) | |
Peel Hunt LLP (Financial Adviser and Joint Broker) | +44 (0) 20 7418 8900 |
Richard Crichton | |
Michael Nicholson | |
David McKeown | |
finnCap Ltd (Nominated Adviser and Joint Broker) | +44 (0) 20 7220 0500 |
Christopher Raggett | |
Simon Hicks | |
Vigo Communications | +44 (0) 20 7390 0230 |
Patrick d'Ancona | |
Chris McMahon | |
Simon Woods |
Further information
This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law or regulation and therefore any person who comes into possession of this announcement should inform themselves about, and comply with, such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws or regulations of any such relevant jurisdiction.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the website of IOG at www.iog.co.uk promptly and by no later than 12 noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Other notices
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively for IOG and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than IOG for providing the protections afforded to clients of Peel Hunt nor for providing advice in connection with the matters referred to herein. Neither Peel Hunt nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with this announcement, any statement contained herein or otherwise.