16 Dec 2021 07:00
16 December 2021
JKX Oil & Gas plc
("JKX", the "Company" or the "Group")
Launch of Tender Offer
London, 16 December 2021 - the Company provides an update further to the announcement made on 3 November 2021 regarding proposals for the Cancellation of Listing and a Tender Offer and on 23 November 2021 of the Results of Extraordinary General Meeting.
The board of directors of the Company is pleased to announce the launch of the Tender Offer for the purchase of up to 40,096,476 Ordinary Shares at 42.0 pence per Ordinary Share.
The latest time and date for receipt of Tender Forms and TTE Instructions in relation to the Tender Offer is 1.00pm on 6 January 2022. Further details of the expected timetable are set out below.
A shareholder circular (the "Circular") containing the full terms and conditions of the Tender Offer and instructions to Qualifying Shareholders on how to tender their Ordinary Shares should they wish to do so published on 3 November 2021 is available on the Company's website at https://www.jkx.co.uk/investor-centre/documents-relating-to-egm and copies of the Circular were submitted to the National Storage Mechanism and be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Background to the Tender Offer
The Board recognises that not all shareholders will be able or willing to continue to own Ordinary Shares following the Delisting. Qualifying Shareholders will therefore have the opportunity to tender all or some of their Ordinary Shares at the Record Date pursuant to the Tender Offer.
The Tender Offer is being made by SP Angel Corporate Finance LLP ("SP Angel") as principal on the basis that all Ordinary Shares that it buys under the Tender Offer will subsequently be repurchased from it by the Company pursuant to the terms of the Repurchase Agreement and then cancelled.
Under the Tender Offer, SP Angel will purchase up to 40,096,476 Ordinary Shares (representing approximately 23.3 per cent. of the existing issued ordinary share capital of the Company,) from Qualifying Shareholders at 42.0 pence per share (the "Tender Offer Price"). The Tender Offer Price is equal to the closing price on 1 November 2021 (the Latest Practicable Date prior to the publication of the Circular), and represents a premium of 9.8 per cent. to the three-month average closing share price, a premium of 33.3 per cent. to the six-month average closing share price and a premium of 40.7 per cent. to the nine-month average closing share price.
The Tender Offer has a basic entitlement (subject to possible reduction to ensure the Tender Offer does not exceed 40,096,476 Ordinary Shares) per Qualifying Shareholder of 500,000 Ordinary Shares. The basic entitlement is intended to ensure that Qualifying Shareholders with interests in Ordinary Shares equal to or smaller than this basic entitlement are able to tender their interests for cash in full should they so choose.
Update on the Delisting
Furthermore, the Company has applied to the Financial Conduct Authority, in its capacity as United Kingdom Listing Authority, to cancel its ordinary shares of 10 pence each (ISIN code: GB004697420) (the "Ordinary Shares") on the premium segment of the Official List and trading on the London Stock Exchange's Main Market for listed securities with effect from (and including) 6 January 2022.
The Company confirms that, as at today's date, the timetable is as follows:
Expected last day of dealings in the Company's Ordinary Shares on the Main Market | 5 January 2022 |
Expected cancellation of listing of the Company's Ordinary Shares on the Official List | Effective as of 8.00 am on 6 January 2022 |
Latest time and date for receipt of Tender Forms and TTE Instructions in relation to the Tender Offer | 1.00 pm on 6 January 2022 |
Closing Date of Tender Offer | 1.00 pm on 6 January 2022 |
Tender Offer Record Date | 6.00 pm on 6 January 2022 |
Announcement of results of the Tender Offer | 10 January 2022 |
Tender Offer declared unconditional (the Unconditional Date) and expected purchase of the Ordinary Shares under the Tender Offer and completion of the repurchase from SP Angel | 10 January 2022 |
CREST accounts credited for revised uncertificated shareholdings of Ordinary Shares (or, in the case of unsuccessful tenders, for entire holdings of Ordinary Shares) | By not later than 12 January 2022 |
CREST accounts credited in respect of Tender Offer proceeds for uncertificated Ordinary Shares | By not later than 14 January 2022 |
Despatch of cheques for Tender Offer consideration in respect of certificated Ordinary Shares sold under the Tender Offer and any balance certificates in respect of any unsold certificated Ordinary Shares | By 20 January 2022 |
Expected time and date of Re-Registration | 24 January 2022 |
Inside Information
Elements of this press release contain or may contain inside information about JKX Oil & Gas plc within the meaning of Article 7(1) of the Market Abuse Regulation (596/2014/EU) as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR") and is in accordance with the company's obligations under Article 17 of UK MAR.
Enquiries:
EM Communications +44 (0) 20 7002 7860
Jeroen van de Crommenacker
Note: This and other press releases are available at the Company's web site: www.jkx.co.uk/investors.
Important Notices
A copy of the Circular setting out the full terms and conditions of the Tender Offer will be available from the Company's website, www.jkx.co.uk and from the Company's registrars during normal business hours.
SPARK Advisory Partners Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for JKX Oil & Gas plc as its financial adviser and no one else in connection with the proposed Delisting and Tender Offer and the other matters referred to in this announcement, and will not regard any other person as a client in relation to the proposed Delisting and Tender Offer and will not be responsible to anyone other than JKX Oil & Gas plc for providing the protections afforded to its clients, nor for providing advice, in relation to the proposed Delisting and Tender Offer, the contents of this announcement, the Circular or any other matter referred to in this announcement.
SP Angel Corporate Finance LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for JKX Oil & Gas plc as its broker and no one else in connection with the proposed Tender Offer, and will not regard any other person as a client in relation to the proposed Tender Offer and will not be responsible to anyone other than JKX Oil & Gas plc for providing the protections afforded to its clients, nor for providing advice, in relation to the proposed Tender Offer, the contents of this announcement, the Circular or any other matter referred to in this announcement.
Notice to all Shareholders
The distribution of the Circular into a jurisdiction other than the United Kingdom may be restricted by law and, accordingly, persons into whose possession the Circular and the accompanying documents come should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of the jurisdiction concerned.
Unless otherwise determined by the Company, SPARK Advisory Partners Limited and SP Angel Corporate Finance LLP and permitted by applicable law and regulation, neither the Circular nor the Tender Form or any related document is being, or may be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed, or sent in, into or from any Restricted Jurisdiction, and persons receiving the Circular, the Tender Form and/or any related document (including, without limitation, trustees, nominees or custodians) must not mail or otherwise forward, distribute or send it in, into or from such Restricted Jurisdictions, as to do so may invalidate any purported participation in the Tender Offer. Any person (including, without limitation, trustees, nominees or custodians) who would or otherwise intends to, or who may have a contractual or legal obligation to, forward the Circular together with the Tender Form and/or any related document to any jurisdiction outside the United Kingdom, should seek appropriate advice before taking any action.
The Circular does not constitute an offer or invitation to the public to subscribe for or purchase securities but is being issued for the purposes of the Shareholders approving the Resolutions.
Notice to U.S. Shareholders
The Tender Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, and no Tender Offer may be made by any such use, means, instrumentality or facility from or within the United States, or to U.S. persons or by persons located or resident in the United States. Accordingly, copies of the Circular, the Tender Form and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States, or to U.S. persons or to persons located or resident in the United States. Any purported tender of Ordinary Shares resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Ordinary Shares made by a person located or resident in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal located or resident in the United States will not be accepted.
Each holder of Ordinary Shares participating in the Tender Offer will represent that it is not located in the United States and is not participating in the Tender Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States. For the purposes of this paragraph, "United States" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.
No Profit Forecast
No statement in this announcement or incorporated by reference into this announcement is intended to constitute a profit forecast estimate for any period, nor should any statement be interpreted to mean that earnings or earnings per share will necessarily be greater or less than those for the preceding financial periods of the Company.
Forward-looking statements
This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology such as "believe", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "continues", "assumes", "positioned" or "anticipates" or the negative thereof, other variations thereon or comparable terminology. All statements other than statements of historical facts included in this announcement are forward-looking statements. They appear in a number of places throughout this announcement, involve known and unknown risks and uncertainties, many of which are beyond the Group's control and all of which are based on the Board's or the Group's intentions, beliefs or current expectations concerning, among other things, the results of operations, financial condition, liquidity, prospects, growth, strategies, and dividend policy of the Group and the industry in which it operates and the general economic outlook. In particular, the statements regarding the Company's strategy and other future events or prospects are forward-looking statements.
These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Group. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed, or implied in such forward-looking statements. Such forward-looking statements contained in this announcement speak only as of the date of this announcement. The Company, the Board, SPARK Advisory Partners Limited and SP Angel Corporate Finance LLP expressly disclaim any obligation or undertaking to update these forward-looking statements contained in the announcement to reflect any change in their expectations or any change in events, conditions, or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Regulation (EU 2017/1129) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, or the Prospectus Regulation Rules, the Listing Rules, and Disclosure Guidance and Transparency Rules of the FCA.