HUR.L Regulatory News (HUR)

23 December 2022

Hurricane Energy plc

("Hurricane" or the "Company")

Requisition of General Meeting

Hurricane Energy plc, the UK based oil and gas company, announces that it has received a requisition notice (the "Requisition Notice") from Crystal Amber Fund Limited pursuant to section 303 of the Companies Act 2006 (the "Act"), requiring that Hurricane's board (the "Board") convenes a general meeting of shareholders for the purposes of considering the following ordinary resolutions:

1. That Philip Wolfe be removed from office as a director of the Company with immediate effect.

2. That Antony Maris be removed from office as a director of the Company with immediate effect.

3. That Richard Chaffe be removed from office as a director of the Company with immediate effect.

4. That Tony Buckingham be appointed as an additional director of the Company with immediate effect.

5. That Franco Castelli be appointed as an additional director of the Company with immediate effect.

6. That, subject to the passing of ordinary resolutions 4 and 5, David Craik be removed from office as a director of the Company with immediate effect.

7. That, subject to the passing of ordinary resolutions 4 and 5, John Wright be removed from office as a director of the Company with immediate effect.

8. That, subject to the passing of ordinary resolutions 4 and 5, Juan Morera be removed from office as a director of the Company with immediate effect.

The Board is considering the content of the Requisition Notice, which it intends to respond to in accordance with the requirements of the Act. Shareholders are advised to take no action at this stage until further communication from the Company.

Formal Sales Process Update

Hurricane announced on 2 November 2022 the commencement of a formal sale process (the "FSP") as referred to in Note 2 on Rule 2.6 of the Takeover Code. The FSP is progressing well, with multiple credible counterparties having received management presentations and conducting detailed due diligence. All participants in the FSP have been requested to submit bids by 7 January 2023.

A further announcement will be made in due course.

Philip Wolfe, Chairman of Hurricane commented:

"Given the excellent traction we are seeing in the FSP, which the Company commenced to explore all options for shareholders and to fulfil Crystal Amber's goals, the decision to issue the Requisition Notice at this point is simply mystifying. We note that Crystal Amber is open to bids resulting from the FSP. We encourage the participants in the FSP to submit bids in accordance with the process and look forward to updating shareholders in due course."

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Contacts: 

About Hurricane

Hurricane has a 100% interest in and operates the Lancaster field, the UK's first field to produce from a fractured basement reservoir.

Visit Hurricane's website at www.hurricaneenergy.com

Inside Information

This announcement contains inside information.

Notices related to financial adviser and broker

Stifel Nicolaus Europe Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Hurricane and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Hurricane for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Investec Bank plc, 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 for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Hurricane for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Disclosure requirements of the Code

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.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.Hurricaneenergy.com by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Additional 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.

Nothing in this announcement is or should be relied on as a promise or representation as to the future. This announcement includes certain statements, estimates and projections provided by the Company in relation to the Company's anticipated future performance. Such statements, estimates and projections are based on various assumptions made by the Company concerning anticipated results which may or may not prove to be correct. No representations or warranties are made by any person as to the accuracy of such statements, estimates or projections.