25 Apr 2023 14:00
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 SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED
FOR IMMEDIATE RELEASE
25 April 2023
Prax Exploration & Production PLC ("Prax")
Letter of intent in respect of the recommended acquisition of Hurricane Energy plc ("Hurricane")
Prax and Hurricane announced on 16 March 2023 that they had reached agreement on the terms of a recommended acquisition of the entire issued and to be issued share capital of Hurricane (the "Acquisition"). A scheme document was published or made available to Hurricane Shareholders on 6 April 2023 (the "Scheme Document"). Prax announces that it has now received a letter of intent from Ophorst Van Marwijk Kooy Vermogensbeheer N.V. ("OVMK") in support of the Acquisition in respect 41,600,000 Hurricane Shares.
Following this, Prax has received irrevocable undertakings or a letter of intent in support of the Acquisition from Hurricane Shareholders representing, in aggregate, 47 per cent of Hurricane's issued share capital. Cumulative tables of all irrevocable commitments and details of the letter of intent received in favour of Prax in connection with the Acquisition Offer are set out below.
Shareholder Support for the Acquisition
Letter of Intent from OVMK
Prax has received a non-binding letter of intent from OVMK to vote in favour of a scheme of arrangement or accept any takeover offer (as necessary) and vote in favour of any resolution which would assist with the implementation of the Acquisition. The letter of intent from OVMK is in respect of 41,600,000 Hurricane Shares representing approximately 2.09 per cent of the ordinary share capital of Hurricane in issue on 24 April 2023.
Irrevocable Undertakings from Institutional Shareholders
The table below summarises the current position as regards the respective irrevocable undertakings that Prax has obtained from Crystal Amber and Kerogen to vote, or procure a vote, to approve the Scheme at the Court Meeting and vote, or procure a vote, in favour of the Resolutions at the General Meeting. The irrevocable undertakings are in respect of a total of 894,181,210 Hurricane Shares, representing approximately 44.89 per cent. of the ordinary share capital of Hurricane in issue on the Latest Practicable Date, as set out below.
Name of investor | Number of Hurricane Shares over which undertaking is given | Percentage of Hurricane issued ordinary share capital as at Latest Practicable Date |
Crystal Amber | 575,649,999 | 28.90% |
Kerogen | 318,531,211 | 15.99% |
The table below also summarises the current position as regards the irrevocable undertakings that Prax has received from each of the Hurricane Directors that hold Hurricane Shares to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting. The irrevocable undertakings from the Hurricane Directors are in respect of a total of 498,092 Hurricane Shares, representing approximately 0.03 per cent. of Hurricane's share capital in issue as at the Latest Practicable Date, as set out below.
Name of Hurricane Directors | Number of Hurricane Shares over which undertaking is given | Percentage of Hurricane issued ordinary share capital as at Latest Practicable Date
|
Richard Chaffe | 140,558 | 0.007%
|
David Craik | 188,450 | 0.009% |
Antony Maris | 169,084 | 0.008% |
Prax has therefore received irrevocable undertakings and a letter of intent to vote, or procure the voting, in favour of the Scheme at the Court Meeting and vote, or procure the voting, in favour of the Resolutions at the General Meeting with respect to a total of 936,279,302 Hurricane Shares, representing 47 per cent. of the ordinary share capital of Hurricane in issue on 24 April 2023.
A copy of this announcement and the letter of intent from OVMK will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Prax's microsite at prax.com and on Hurricane's website at hurricaneenergy.com by no later than 12:00 noon (London time) on the Business Day following this announcement.
Capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document.
Pinsent Masons LLP is providing legal advice to Prax and the Prax Group.
Enquiries
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 information
This announcement is not intended to, and does not, constitute 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, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.
The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of Hurricane who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Hurricane who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.
Disclaimer
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.
Disclosure requirements of the Code
Rule 8.3
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.