22 Dec 2021 12:14
22 December 2021
JKX Oil & Gas plc
("JKX", the "Company" or the "Group")
Tender Offer - Clarification Statement
London, 22 December 2021 - the Company refers to its announcement of 16 December 2021 confirming the launch of the tender offer (the "Tender Offer"), the full terms of which were set out in the Company's circular dated 3 November 2021 (the "Circular"). As previously announced by the Company, the cancellation of the listing of the Company's ordinary shares on the Official List and trading on the London Stock Exchange's Main Market is expected with effect from (and including) 6 January 2022.
In response to shareholder queries, the Company is seeking to clarify an aspect of the terms of the Tender Offer.
Qualifying Shareholders (as described in the Circular) may tender any number of ordinary shares up to their entire holding including, if a nominee, ordinary shares held by them on behalf of underlying shareholders. Although there is a maximum size to the Tender Offer, and therefore a possibility of scaling back of tenders in certain circumstances, Qualifying Shareholders (including those holding as a nominee) are recommended to tender their entire shareholdings even if for 500,000 ordinary shares or more.
The total number of ordinary shares to which the Tender Offer relates is 40,096,476. If the Tender Offer is not oversubscribed, then all applications, including any above the basic entitlement of up to 500,000 ordinary shares, are expected to be accepted in full.
If the Tender Offer is oversubscribed, certain applications will be scaled back. In those circumstances, the Company's intention is that every Qualifying Shareholder will have a basic entitlement of 500,000 ordinary shares. Therefore, tenders of 500,000 ordinary shares or less would not be expected to be scaled back. It may be necessary to scale back tenders in excess of 500,000 ordinary shares per Qualifying Shareholder, however, even in these circumstances, SP Angel Corporate Finance LLP and the Company retain a discretion over the application of the terms of the Tender Offer in respect of Qualifying Shareholders who hold shares as a nominee (as described in the Circular in Part 4 Tender Offer - Terms and Conditions of the Tender Offer - para 1.4 (c)). Subject to exercise of that discretion, tenders of 500,000 ordinary shares or more by Qualifying Shareholders holding as nominees might still be accepted in full.
Enquiries:
EM Communications +44 (0) 20 7002 7860
Jeroen van de Crommenacker
SP Angel Corporate Finance LLP +44 (0) 20 3470 0470
Richard Hail/ Adam Cowl
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 published on 3 November 2021, setting out the full terms and conditions of the Tender Offer, is 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.
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.