26 Aug 2020 18:08
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
26 August 2020
VIARO ENERGY LIMITED
AMENDMENT TO FACILITY AGREEMENT
Viaro Energy Limited (the "Company") announces that, following on from the announcement dated 06 July 2020, the Company has today signed a letter of amendment with Viaro Investment Limited as guarantor and H.H. Sheikh Zayed bin Suroor bin Mohammed Al Nahyan as financier, in respect of the £250,000,000 facility agreement entered into on 03 July 2020 (the "Facility Agreement"), one of two facilities entered into in connection with the acquisition of Rockrose Energy plc.
The letter of amendment extends the period during which the Facility is available for utilisation to the date falling 3 years after the date of the Facility Agreement and extends the date on which any loans provided under the Facility Agreement must be repaid to the date falling three years after the date of first utilisation of the loans. The letter also clarifies that, in addition to funding the Acquisition, the Facility may be used for the general corporate and working capital purposes of the Company and its subsidiaries.
Capitalised terms in this announcement, unless otherwise defined, have the meaning given to them in the announcement dated 06 July 2020.
Enquiries:
Viaro Energy Limited / Viaro Investment Limited (via Hannam)
Francesco Mazzagatti
H&P Advisory Limited (Sole Financial Advisor to Viaro Energy)
Giles Fitzpatrick
Samuel Merlin
Andrew Chubb
Tel: +44 (0) 20 7907 8500
Vigo Communications Limited (PR to Viaro and Viaro Energy)
Patrick d'Ancona
Chris McMahon
Tel: +44 (0) 20 7390 0240
DAC Beachcroft LLP is retained as legal adviser to Viaro Energy.
Important Notices about the Financial Advisor
H&P Advisory Limited ("Hannam"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Viaro Energy and no one else in connection with the Acquisition and the subject matter of this Announcement, and shall not be responsible to anyone other than Viaro Energy for providing the protections afforded to clients of Hannam, or for providing advice in connection with the Acquisition and the subject matter of this Announcement. Neither Hannam nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Hannam in connection with this Announcement, any statement contained herein or otherwise.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 p.m. on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. 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 per cent. 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) of the Code applies must be made by no later than 3.30 p.m. 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 Disclosure 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 of the Code).
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 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 consult 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.
Publication on Website and Availability of Hard Copies
A copy of this announcement and the letter of amendment will be made available pursuant to Rule 26 of the Code on Viaro Energy's website at http://www.viaro.co.uk (subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions) For the avoidance of doubt, neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into or forms part of this announcement.
If you have received this announcement electronically, you may request a hard copy of this announcement, free of charge, by calling Link Asset Services on +44 (0)37 1664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Proposals nor give any financial, legal or tax advice. You may also request that all future documents, announcements and information be sent to you in relation to the Acquisition should be in hard copy form.
If you are in any doubt about the contents of this announcement tor the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.