Longboat Energy Regulatory News (LBE)

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This announcement is not an admission document or a prospectus and does not constitute or form part of an offer to sell or issue or a solicitation of an offer to subscribe for or buy any securities nor should it be relied upon in connection with any contract or commitment whatsoever. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except in compliance with applicable securities laws on the basis of the information in the admission document (the "Admission Document") to be published by Longboat Energy plc in connection with the placing of ordinary shares by the Company and the proposed admission of its issued and to be issued ordinary shares to trading on AIM, a market operated by London Stock Exchange Plc. Before any purchase of shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Admission Document when published. Copies of the Admission Document will, following publication, be available during normal business hours on any day (except Saturdays, Sundays and public holidays) from the registered office of the Company and on the Company's website.

1 June 2021

Longboat Energy plc

("Longboat Energy", "Longboat" or the "Company")

Proposed Farm-Ins to High Impact Drilling Programme,

Proposed Fundraising and Trading Suspension

Longboat Energy, established by the former management team of Faroe Petroleum plc to build a significant North Sea-focused E&P business, is pleased to announce it has reached agreement on a bilateral basis with three separate counterparties to acquire a significant, near-term, low-risk exploration drilling programme on the Norwegian Continental Shelf ("NCS") structured as three farm-in transactions (together the "Farm-Ins" or the "Transactions").

Longboat further announces its intention to carry out a proposed equity financing to raise gross proceeds of £35 million, to be conducted by means of a placing and subscription for new ordinary shares in the Company (the "Proposed Fundraising"). The net proceeds from the Proposed Fundraising will be used principally to finance the consideration for the Farm-Ins and costs associated with the high-impact drilling programme, as well as the acquisition of certain seismic data and general corporate costs.

The Transactions are classified as a reverse takeover pursuant to the AIM Rules for Companies and accordingly the Company's shares will be suspended from trading on AIM as of 7:30am today. The Company's ordinary shares will remain suspended from trading on AIM until such time as either an Admission Document setting out details of the proposed Farm-Ins is published or confirmation is given that the Transactions are not proceeding. Completion of the Farm-Ins and Proposed Fundraising are subject to approval by Longboat's shareholders at a general meeting to be convened in due course (the "General Meeting"). The Admission Document, which will include a notice of General Meeting, is expected to be issued following pricing of the Proposed Fundraising.

Highlights of the Proposed Farm-Ins

· High activity level: seven wells expected to be drilled in the next 18 months, with the first well expected to spud in Q3 2021 and a further three wells expected to drill before year-end;

· Significant resource potential: initial drilling programme targeting net mean prospective resource potential of 104 MMboe1 with an additional 220 MMboe1 of upside and follow-on prospectivity;

· Low cost, low risk portfolio: acquisition costs and drilling programme fully eligible for 78% Norwegian tax refund and Chances of Success in the range of 25-55%1 for all-but-one high-impact prospect;

· Norway delivering outstanding exploration results: Norwegian success rates of almost double global rates in 2020, year-to-date in 2021 at 70%2;

· Matches Longboat's ESG objectives: a gas-weighted portfolio with all prospects within tie-back distance to existing infrastructure with the potential to reduce emissions per barrel produced and contribute positively to decarbonisation projects; and

· Value creation: Net Asset Value ("NAV") creation potential of over $1 billion1 based on precedent transactions on the NCS for development assets.

The three separate Farm-Ins have each been negotiated on a bilateral basis to create a tailored exploration drilling portfolio with a balanced risk/reward profile. The Farm-Ins are corner-stoned with a single, multi-licence deal with a major oil & gas company which is one of the most active and successful explorers on the NCS. The Farm-Ins represent an opportunity to take advantage of cyclical budget cuts in the sector to accelerate Longboat's first steps towards building a full-cycle E&P company. The high-quality nature of the portfolio is evidenced by the vendors retaining interests in six of the seven targets included in the Farm-Ins.

The consideration for the Farm-Ins will be settled via a cost carry by Longboat on behalf of the vendors and is fully eligible for the Norwegian tax refund system. The post-tax cost to Longboat of the carry element of the transaction is approximately $7.8 million ($35 million pre-tax), representing $0.07 per prospective boe on a post-tax basis.

Proposed Fundraising Highlights

Longboat announces its intention to carry out a Proposed Fundraising to raise gross proceeds of £35 million. The Proposed Fundraising will consist of a placing of new ordinary shares (the "Placing Shares") in the Company to qualifying existing and new investors (the "Placing") as well as a direct subscription for new ordinary shares in the Company (the "Subscription Shares") by certain directors, founders and senior management of Longboat (the "Subscription").

The Placing is being managed by Stifel Nicolaus Europe Limited and DNB Markets, a part of DNB Bank ASA (the "Joint Bookrunners"). The Placing is being conducted through a bookbuild process (the "Bookbuild"). On the current timetable, the Company expects to close the Bookbuild no later than 8:00 am on 10 June 2021, but the Joint Bookrunners and the Company reserve the right to close the Bookbuild earlier or later, without further notice.

In addition, to support the financing of the Farm-Ins, Longboat has arranged a NOK 600 million (£52 million) Exploration Finance Facility ("EFF") provided by SpareBank 1 SR-Bank ASA and ING Bank N.V. The EFF finances 74% of exploration expenditure, reducing the working capital Longboat requires to fund the exploration portfolio. The EFF will be available for drawing from January 2022 until the end of 2023 with a final maturity in 2024.

The Proposed Fundraising and EFF, alongside existing cash resources and Norwegian tax refunds, will be used to finance the consideration costs of the Farm-Ins and initial seven wells in the drilling programme, as well as the acquisition of certain seismic data and corporate costs.

Temporary Suspension of Trading

The Farm-Ins constitute a reverse takeover in accordance with Rule 14 of the AIM Rules for Companies. A further announcement with full details of the Farm-Ins will be issued on completion of the Proposed Financing and an AIM admission document setting out, inter alia, details of the Farm-Ins (including a competent person's report) will be published on Longboat's website, along with a notice of general meeting. Accordingly, at the request of the Company, the Company's ordinary shares will be suspended from trading on AIM with effect from 7:30 am today and will remain so until either the publication of an AIM admission document or until confirmation is given that none of the Farm-Ins is proceeding.

The Company will release further announcements as and when appropriate.

Helge Hammer, Chief Executive of Longboat, commented:

"After Faroe was sold for c.$900 million in 2019, the management team formed Longboat to replicate that success. I am very pleased that Longboat is taking over where Faroe left off with a unique opportunity for shareholders to invest in a high-impact, low-risk, multi-well exploration drilling programme. Thanks to our excellent industry relationships, developed over many years of operating in the North Sea, we have negotiated three bilateral agreements to deliver a bespoke drilling programme. We look forward to a busy period of almost continuous drilling and frequent catalysts during the next 18 months.

"This represents a unique opportunity which accelerates Longboat's ambition to build a full-cycle E&P company."

For the purposes of UK MAR, the person responsible for arranging for the release of this announcement on behalf of Longboat is Julian Riddick, Company Secretary.

The information contained within this announcement is considered to be inside information prior to its release, as defined in Article 7 of the Market Abuse Regulation No. 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018.

Ends

1 Source - draft competent persons report to be published in AIM admission document

2 Source - as announced by NPD based on geological success rates

Background and Reasons for the Farm-Ins

Longboat Energy was established by the ex-Faroe Petroleum Plc ("Faroe Petroleum" or "Faroe") management team to create a full-cycle North Sea E&P company through value accretive M&A and low-risk, near-field exploration. The management team has a proven track record of delivering value to shareholders through exploration success, accretive acquisitions and farm-ins, and a demonstrated ability to monetise discoveries through sales and asset swaps. At Faroe, the team grew reserves from 19 MMboe to 98 MMboe between 2013 and 2018, a compounded annual growth rate of approximately 39%. The team monetised numerous assets through development and active portfolio management, including asset swaps and sell downs. Faroe Petroleum was sold to DNO ASA in January 2019, providing a Total Shareholder Return of 129% to investors from the previous equity fundraise.

Since its IPO on AIM in November 2019, the Company has been pursuing potential acquisitions, utilising its substantial industry network in the North Sea oil and gas industry to identify attractive opportunities. The Company has secured three, bilaterally negotiated farm-in opportunities, which provide a highly attractive and tailored portfolio of material, near-term, low-risk exploration wells on the NCS close to existing infrastructure. The payment of carried interest and forward exploration spending on the licences is fully eligible for the Norwegian tax refund system, substantially enhancing the net transaction metrics with a post-tax acquisition cost equivalent to $0.07 per prospective barrel of oil equivalent.

The licence vendors are all leading NCS participants and in all but one of the wells the vendors are retaining a meaningful stake in the licences, demonstrating the attractiveness of the opportunities.

The Farm-Ins provide the Company with a hand-picked portfolio and material drilling programme, including seven attractive exploration wells over the next 18 months and further appraisal drilling likely on success. As it can take a number of years to progress an exploration licence to the point of drilling, the Farm-Ins materially accelerate the Company's growth compared to an organic growth strategy and significantly reduces risk for the Company and its shareholders.

Net mean prospective resources across the licences are estimated by ERC Equipoise ("ERCE") at 104 MMboe with total P10 upside potential of 324 MMboe1, with the mean volume of each prospect in excess of the Longboat estimated minimum economic field size. The Company has created a portfolio with an attractive risk and reward balance, with the chance of success for each well in the 22-55% range for all-but-one high-impact prospect.

The prospects are gas weighted and are all located in close proximity to existing infrastructure, with an overlap between exploration partners and infrastructure owners, providing a portfolio with a clear low-cost route to monetisation and low-carbon drilling and development opportunities, well aligned to Longboat's ESG targets.

Exploration continues to be a key value driver on the NCS, with Norway enjoying record exploration success of 70% in 20212 and the Norwegian Petroleum Directorate ("NPD") reporting nearly $200 billion of value creation and an average return on exploration of 2.5 times since 2010. The Norwegian tax regime is very supportive, with a 78% tax rebate for explorers, and the buyer pool for discoveries in Norway continues to be strong with approximately $1.4 billion of discovery transactions since 2018 at an average transaction value exceeding $4/boe.

Longboat is committed to delivering energy responsibly and strongly supports the energy transition, whilst acknowledging the place that hydrocarbon exploration and production will continue to have in the global markets for the foreseeable future. Longboat has undertaken to be corporate 'Net Zero' on a Scope 1 and 2 basis by 2050, with exploration success being crucial to reducing carbon intensity in order to maximise the use of existing, mature infrastructure. The Farm-Ins are well aligned to these principles given the proximity to infrastructure nature of the licences and gas weighted resource base and the commitment to decarbonisation on the NCS evidenced through multiple initiatives including power-from-shore and carbon storage projects.

The Company believes the Farm-Ins provide an exciting and unique opportunity to launch Longboat as a North Sea oil and gas company, with the Farm-Ins providing a material and attractively located licence package, significant upside potential, an exceptionally favourable fiscal environment in Norway, and a well-managed and balanced risk profile.

As a result of the Farm-Ins, the Company has applied for pre-qualification as a licence holder of oil and gas assets on the NCS which, assuming approval, would significantly open up the available opportunities for the business going forwards. The Company currently expects to have approvals in place before 30 September 2021, but note that this remains subject to completion of the Farm-Ins and final Norwegian government approvals.

The Norwegian Opportunity

The management team has a long-track record of experience and success in Norway, providing a natural region of focus for the Company in leveraging its deep industry relationships to open up a large number of potential growth opportunities. The region contains significant "yet-to-find" resources, estimated at 23 billion boe by the NPD, of which approximately 36% is located in mature areas well known to Longboat.

Norway is a highly regarded exploration jurisdiction, with consistent exploration delivery at above-industry rates and particularly impressive recent performance. The recent average discovery size was the highest it has been since 2012, with success rates higher every year since 2011 and overall success rates averaging 49% between 2014 and 2020.

Norway has an attractive fiscal framework for exploration and seeks to provide an 'even playing field' for companies without sufficient revenue to create a tax shield for exploration. Norway pays 78% of exploration expenditure as a cash tax refund to explorers in the year following expenditure. Due to the COVID pandemic this has been enhanced for 2020 and 2021 to allow regular pay-outs of negative tax instalments.

As a Norwegian government-backed tax receivable, this tax rebate can be pledged as an asset to secure finance through an EFF, supporting exploration activities in the region.

The work programmes associated with the Farm-Ins are expected to be funded through a combination of the proceeds of the Proposed Financing, an EFF, as well as incremental Norwegian tax refunds and the Company's existing cash resources.

Norwegian operations offer attractive environmental conditions compared to many oil and gas operating jurisdictions, with an existing industry in place providing a significant opportunity for infrastructure-led exploration and hub strategies to minimise carbon intensity of operations.

Norway has a public commitment to decarbonisation, including hydroelectric power-from-shore projects to reduce offshore CO2 emissions, the world's first floating wind farm to power offshore platforms (Tampen Hywind) and Northern Lights, the project providing open and flexible infrastructure for CO2 transport and storage.

Management Track Record

Each of the Directors were previously involved in the management of Faroe Petroleum, an experienced oil and gas operator of both production and exploration assets, principally in Norway and the UK. Under the management of the Directors, Faroe:

· had a strong track record of delivering value to shareholders, as exemplified by:

- the growth of 2P reserves from 19 MMboe in 2013 to 98 MMboe in 2018, a compounded annual growth rate of approximately 39%;

- the growth of production from 6.1 kboepd in 2013 to 17.8 kboepd in H1 2019, a compounded annual growth rate of approximately 22%3; and

- achieving a sale price of £642 million in January 2019, at a price of 160 pence per share (compared to the share price for the Company's previous equity raise, in July 2016, of 70 pence per share), which represented a 129% Total Shareholder Return;

· had a successful mergers and acquisitions ("M&A") strategy with a strong track record of value creation through active portfolio management and M&A, including:

- asset swaps:

§ the Maria asset swap which completed in December 2011, pursuant to which the company swapped its interest less than 18 months from discovery for a portfolio of producing assets, adding net production of approximately 7,300 boepd and 14.2 mmboe of 2P reserves; and

§ the Equinor asset swap contracted in December 2018, pursuant to which the Company swapped non-producing assets for a portfolio of producing assets which accelerated growth, rebalanced reserves, unlocked tax synergies and added £96 million of projected cash flow over two years;

- acquisitions and farm-ins:

§ the NCS portfolio acquisition from DONG Energy in 2016 boosted the production base and created a new strategic hub around the Ula platform with an 11 month full payback and 90% reserve increase over three years in the assets; and

§ the Fenja (Pil) farm-in ahead of its discovery announced in March 2014;

- portfolio management and sell downs, such as the Fenja partial divestment in 2018, where a 17.5% stake was sold to Suncor for $54.5 million (including tax), reducing net Group capex by $163 million;

· had a leading exploration track record with 74 MMboe discovered between 2013 and 2018 and discovery costs per barrel of $1.1/boe (post tax), being 20% below the NCS average;

· consistently drilled four to five exploration wells a year, with at least one discovery in seven of the eight years prior to January 2019 and each discovery being among the top five on the NCS in its respective year; and

· was in the top quartile of licence recipients in six out of eight years between 2011-2018 with over 50 licences awarded to Faroe Petroleum in total.

The Directors have strong industry relationships that have provided, and are expected to continue to provide, a pipeline of opportunities for Longboat. The management team are able to utilise their deep industry network to identify opportunities for bilateral transactions. The Directors believe that their direct access to opportunities provides them the ability to execute unique tailored acquisitions at attractive valuations. Management believes that it will have a strengthened negotiating position following the completion of the Farm-Ins, with the Company an established licence holder qualified on the NCS, and with demonstrated access to capital.

The Board considers that their reputation, experience, technical capabilities and track record are valued by authorities and partners, as demonstrated by their experience at Faroe Petroleum.

Information on the Target Assets

The assets being acquired by the Company through the Farm-Ins include 9-25% working interest positions covering seven targets spread across eight licences located in the NCS. The Company believes that the three separate transactions, each negotiated on a bilateral basis provide a tailored portfolio with a balanced risk/reward profile, and demonstrate management's clear and deliberate selection criteria.

Summary of the Target Assets in Estimated Drilling Order

The Farm-Ins provide the Company with a hand-picked portfolio and material drilling programme, including seven attractive exploration wells over the next 18 months and further appraisal drilling likely on success. Key selection criteria for the business in identifying an attractive exploration portfolio for Longboat include seeking: i) a strong operator; ii) a committed well; iii) a material working interest for Longboat; iv) additional upside; v) monetisation potential; vi) to match Longboat's ESG objectives, and; vii) the vendor retaining a working interest. The Company is comfortable that the portfolio comfortably meets these objectives with almost all licences fulfilling all criteria.

The portfolio constructed provides significant catalysts for growth over the next 18 months and beyond, with seven near-infrastructure wells planned and significant appraisal drilling anticipated on success. Six of the seven exploration wells are committed, with a seventh well expected to be committed in Q3 2021 for drilling in Q2/Q3 2022. The licences have first-class operators and will see near-continuous drilling over the period, providing an attractive risk and reward balance across the programme.

The initial planned wells will test best estimate net attributable Prospective Resource of 104 MMboe, with an additional 220 MMboe net to the Company in the net attributable high estimate1. All mean volumes for the Target Assets are in excess of minimum economic field sizes4, as calculated by Longboat.

The Company has created a well balanced portfolio of opportunities, with working interest positions ranging from 9-25%, prospect risk levels generally considered low to medium (for exploration), and a diverse range of resource size and upside potential across the assets. The expected average pre-tax dry hole cost per well is approximately $6 million and in the case of success, additional costs would be expected for further formation evaluation testing in the order of $1-2 million per well with additional optional geological side tracks or well tests which could add a further $3-6 million per well.

Details of the Farm-Ins

The Farm-Ins have been negotiated with the three counterparties each on a bilateral basis, utilising management's deep industry network and experience to create a unique near-term and low risk exploration drilling programme on the NCS. In all but one licence, the vendors are retaining an interest in the prospects, demonstrating their alignment with the assets' development. The Farm-Ins are opportunistic and taking advantage of cyclical budget cuts and capital allocation priorities.

The largest of the three Farm-In transactions is with one of the most active and successful explorers on the NCS. The licences acquired in this package include five near term wells with the sixth well commitment expected to occur in Q3 2021. The vendor will retain interests in five of the six licences that Longboat is acquiring stakes in, with the sixth licence being fully divested due to it not being located in close proximity to the vendor's owned/operated infrastructure.

The second transaction, with a leading NCS operator, is a single asset farm-in, for a 20% interest. The vendor will retain a significant working interest in the asset post-transaction. The asset is seen as a promising play opener with significant follow-on potential and a well-regarded operator.

The third transaction is a single licence farm-in to a 10% interest in a licence, seen as key in an emerging play following recent nearby discoveries. The licence has a well-regarded operator and the vendor will retain an interest in the asset post-transaction.

Footnotes

1. Including operator P10 un-risked estimates of follow on prospect

2. Year-to-date as announced by NPD based on geological success rates

3. As reported by DNO in H1 2019 financial results

4. As calculated by Longboat Energy management

Standard

Estimates of reserves and resources have been prepared in accordance with the June 2018 Petroleum Resources Management System ("PRMS") as the standard for classification and reporting with an effective date of 31 December 2020.

Review by Qualified Person

The technical information in this release has been reviewed by Helge Hammer, Chief Executive Officer, who is a qualified person for the purposes of the AIM Guidance Note for Mining, Oil and Gas Companies. Mr Hammer is a petroleum engineer with more than 30 years' experience in the oil and gas industry. He holds a degree in Petroleum Engineering from NTH University in Trondheim and an MSc in Economics from the Institut Français du Pétrole in Paris.

Glossary

Summary Prospective & Contingent Resources Table

Notes

1. Prospective resources assume that for oil targets water injection is implemented should a discovery be made

2. The geological chance of success (GCOS) is an estimate of the probability that drilling the prospect would result in a discovery as defined under SPE PRMS

3. In the case of Prospective Resources, there is no certainty that hydrocarbons will be discovered, nor if discovered will it be commercially viable to produce any portion of the resources

4. At Longboat's request mean resource volume are also shown as barrels of oil equivalent, a boe conversion of 5,600 scf/bbl is used

5. Totals may not equal the sum of the values due to rounding

* NGLs are reported for Prospect F only for these estimates a gas shrinkage of 7% has been applied and a NGL yield of 6.077 bbl/MMscf assumed. NGL volumes are included with condensate in these tables

** Only the prospective oil rim is likely to be developed, all gas is likely to be reinjected.

*** On-licence discovery and therefore a Contingent Resource with a GCOS of 100%

IMPORTANT INFORMATION

This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any securities in the United States, Canada, Australia, Japan or the Republic of South Africa or in any other jurisdiction in which such offer or solicitation is unlawful, prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. The distribution of this announcement and other information in connection with the placing and admission in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company as Financial Adviser, Nominated Adviser, Broker and Joint Bookrunner in connection with the placing and admission, and will not be responsible to any other person for providing the protections afforded to customers of Stifel or advising any other person in connection with the placing and admission. Stifel's responsibilities as the Company's Nominated Adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers will be owed solely to the London Stock Exchange and not to the Company, the directors or to any other person in respect of such person's decision to subscribe for or acquire ordinary shares. Apart from the responsibilities and liabilities, if any, which may be imposed on Stifel by the Financial Services and Markets Act 2000, as amended or the regulatory regime established under it, Stifel does not accept any responsibility whatsoever for the contents of this announcement, and no representation or warranty, express or implied, is made by Stifel with respect to the accuracy or completeness of this announcement or any part of it and no responsibility or liability whatsoever is accepted by Stifel for the accuracy of any information or opinions contained in this announcement or for the omission of any material information from this announcement.

DNB Markets, a part of DNB Bank ASA ("DNB"), which is authorised and regulated in Norway by the Norwegian FSA is acting as Joint Bookrunner in connection with the placing and admission, and will not be responsible to any other person for providing the protections afforded to customers of DNB or advising any other person in connection with the placing and admission. Apart from the responsibilities and liabilities, if any, which may be imposed on DNB by the Financial Services and Markets Act 2000, as amended or the regulatory regime established under it, DNB does not accept any responsibility whatsoever for the contents of this announcement, and no representation or warranty, express or implied, is made by DNB with respect to the accuracy or completeness of this announcement or any part of it and no responsibility or liability whatsoever is accepted by DNB for the accuracy of any information or opinions contained in this announcement or for the omission of any material information from this announcement.

This announcement may include 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, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the directors' current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Whilst the directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by applicable law or regulation, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the directors' expectations or to reflect events or circumstances after the date of this announcement.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.