5 Feb 2015 16:53
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 OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
5 February 2015
JKX Oil & Gas PLC ("JKX" or the "Company")
Response to the announcement by Proxima Capital Group ("PCG")
and Rule 2.10 disclosure
The Board of JKX has noted the recent announcement by PCG that it is in the very early stages of considering a potential offer for JKX. No approach has been made to the Board of JKX.
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the Company confirms that, as at the date of this announcement, it has in issue 172,125,916 ordinary shares of 10p each. The International Securities Identification Number (ISIN) of the ordinary shares is GB0004697420. In addition, the Company confirms that there are in issue US$40,000,000 in principal amount convertible bonds guaranteed by JKX with a final maturity date of 19 February 2018. The bonds are convertible into shares in the Company. The ISIN for the convertible bonds is XS0863208780.
Further Information
Smith Square Partners LLP, financial adviser to JKX
Paul Baines, Jade Jack
Tel: 020 3696 7260
Cardew Group Ltd, PR adviser to JKX
Anthony Cardew
Tel: 020 7930 0777/ 07770 720 389
Smith Square Partners LLP, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for JKX and no one else in connection with the offer and will not be responsible to anyone other than JKX for providing the protections afforded to clients of Smith Square Partners LLP nor for providing advice in connection with the offer or any matter referred to herein.
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(s), 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 Takeover 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.