TIDMHDY
RNS Number : 0613Z
Hardy Oil & Gas plc
08 January 2020
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
SUCH JURISDICTION
8 January 2020
Hardy Oil and Gas plc
("Hardy", the "Company")
Mandatory Cash Offer by Blake Holdings Limited (the "Offer")
Offer unconditional in all respects
Response to First Closing
Hardy's board of directors ("Board" or "Directors") note the
announcement made by Blake Holdings Limited ("Blake") on 6 January
2020, that as at 1pm (London time) on Monday, Blake had received
valid acceptances to the Offer in respect of a total of 11,092,717
ordinary shares US$0.01 each ("Ordinary Shares") representing
approximately 15.04 per cent. of the Company's current issued share
capital. Accordingly, as of 1 pm on 6 January 2020, together with
the 31,182,297 Ordinary Shares held by Blake at the date of the
Offer, representing 42.27 per cent. of the Company's current issued
share capital, Blake owned or had received valid acceptances in
respect of a total of 42,275,014 Ordinary Shares, representing
approximately 57.31 per cent. of the Company's current issued share
capital. The Offer has therefore been declared unconditional in all
respects.
The Offer will continue to remain open for acceptance until
1:00pm (London time) on Tuesday 21 January 2020.
The Company's shareholders ("Shareholders") should review
Blake's Offer Document and Blake's announcement on 6 January 2020
for further details.
As disclosed in the Company's response circular to the Offer
Document posted to Shareholders on 23 December 2019 ("Response
Circular"), now that the Offer has been declared unconditional in
all respects, it is the intention of Alasdair Locke and Peter
Milne, the present non-executive Directors, to resign from the
Board following the appointment of Michael Bretherton (or any other
Director proposed by Blake) to the Board.
As previously set out in the Response Circular, the Board,
together with its advisers, were unable to make a recommendation to
Shareholders as to whether to accept or reject the Offer. The
Directors continue to recommend that Shareholders carefully
consider their own individual circumstances in determining whether
or not they should accept the Offer. In providing its advice to the
Directors, Arden has taken into account the Directors' commercial
assessments.
All Hardy shareholders are advised to read the Response Circular
dated 23 December 2019 and seek their own financial advice.
The Circular is available to view at www.hardyoil.com.
012 2461
Hardy Oil and Gas plc 2900
Richard Galvin, Executive Director
020 7920
Tavistock 3150
Simon Hudson
Nick Elwes
020 7614
Arden Partners 5900
Ciaran Walsh
Paul Shackleton
Victoria Hodge
Important notices
Arden, which is authorised and regulated in the United Kingdom
by the FCA, is acting as Rule 3 adviser exclusively for Hardy and
for no one else in connection with the Offer and will not regard
any other person as its client in relation to the matters referred
to in this announcement and will not be responsible to anyone other
than Hardy for providing the protections afforded to clients of
Arden, nor for providing advice in relation to the Offer or any
other matter referred to in this announcement.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote or approval pursuant to the Mandatory Offer or otherwise, in
any jurisdiction in which such offer, invitation or solicitation is
unlawful. Hardy Shareholders are advised to read the Response
Circular carefully.
General
If you are in any doubt as to what action you should take, you
are recommended to seek your own advice immediately from your
stockbroker, bank manager, solicitor, accountant or other
independent financial adviser authorised under the Financial
Services and Markets Act 2000 if you are in the United Kingdom, or
from another appropriately authorised independent financial adviser
if you are in a territory outside the United Kingdom.
Overseas jurisdictions
The distribution of this announcement in jurisdictions other
than the United Kingdom and the ability of the Company's
Shareholders who are not resident in the United Kingdom to accept
the Offer may be affected by the laws of relevant jurisdictions.
Therefore, any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or Shareholders who are
not resident in the United Kingdom will need to inform themselves
about, and observe, any applicable legal or regulatory
requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
The Offer is not being, and will not be, made available,
directly or indirectly, in or into or by the use of the mails of,
or by any other means (including, without limitation, facsimile or
other electronic transmission, telex or telephone) or
instrumentality of inter-state or foreign commerce of, or any
facility of a national state or other securities exchange of any
Restricted Jurisdiction, unless conducted pursuant to an exemption
from the applicable securities laws of such Restricted Jurisdiction
and will not be capable of acceptance by any such use, means or
facility or from within any Restricted Jurisdiction.
Accordingly, copies of this announcement and all other documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction except
pursuant to an exemption from the applicable securities laws of
such Restricted Jurisdiction and persons receiving this
announcement (including, without limitation, agents, nominees,
custodians and trustees) must not distribute, send or mail it in,
into or from such jurisdiction. Any person (including, without
limitation, any agent, nominee, custodian or trustee) who has a
contractual or legal obligation, or may otherwise intend, to
forward this announcement and/or any other related document to a
jurisdiction outside the United Kingdom should inform themselves
of, and observe, any applicable legal or regulatory requirements of
their jurisdiction.
US investors
The Offer is being made for securities in a company incorporated
in England and Wales with a Standard Listing on the Main Market of
the London Stock Exchange and Shareholders in the United States
should be aware that this announcement and any other documents
relating to the Offer have been prepared in accordance with English
law, the Takeover Code, the Market Abuse Regulation and the
Disclosure Guidance and Transparency Rules, format and style, all
of which differ from those in the United States. All financial
information relating to Blake and Hardy that is included in this
announcement or any other documents relating to the Offer may not
be comparable to financial statements of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved the Offer,
or passed comment upon the adequacy or completeness of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
Publication on website
A copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Hardy's website at
http://www.hardyoil.com/ by no later than 12 noon on the Business
Day following the publication of this announcement and will
continue to be made available until the end of the Offer
Period.
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.
Dealing and Opening Disclosure requirements of the Takeover
Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one 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. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (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 Takeover Code, any person who is, or
becomes, interested in one 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(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 p.m. (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 of the Takeover Code. 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 of the
Takeover 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 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
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.
In accordance with, and to the extent permitted by, the Takeover
Code and normal UK market practice, Arden and its respective
affiliates will continue to act as exempt principal trader in
Ordinary Shares on the London Stock Exchange and engage in certain
other purchasing activities consistent with its normal and usual
practice and applicable law. To the extent required by the
applicable law (including the Takeover Code), any information about
such purchases will be disclosed on a next day basis to a
Regulatory Information Service including the Regulatory News
Service on the London Stock Exchange website,
www.londonstockexchange.com. To the extent that such information is
made public in the United Kingdom, this information will also be
deemed to be publicly disclosed in the United States.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPBRMPTMTTMBJM
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