HUR Hurricane Energy Plc

TIDMHUR

RNS Number : 4259A

Hurricane Energy PLC

24 May 2023

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 OR REGULATIONS OF THAT JURISDICTION.

24 May 2023

RECOMMED ACQUISITION

of

Hurricane Energy plc ("Hurricane")

by

Prax Exploration & Production PLC ("Prax")

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Transaction Update

On 16 March 2023, the boards of directors of Hurricane and Prax announced that they had reached agreement on the terms of a recommended acquisition of the entire issued, and to be issued, share capital of Hurricane by Prax (the "Acquisition"), to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

The scheme document in respect of the Acquisition (the "Scheme Document") was published and made available to Hurricane Shareholders on 6 April 2023.

Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document.

On 4 May 2023, Hurricane announced that the Scheme had been approved by the requisite majority of Scheme Shareholders at the Court Meeting held on that date and that the Special Resolutions relating to the implementation of the Scheme and the Special Dividends had been approved by the requisite majority of Hurricane Shareholders at the General Meeting also held on that date.

The Acquisition is subject to the conditions set out in Part III of the Scheme Document, including the NSTA Condition and the NSIA Condition.

Prax has received confirmation from the Cabinet Office that the Chancellor of the Duchy of Lancaster has determined that no further action will be taken under the National Security and Investment Act 2021. Prax is therefore pleased to confirm that the NSIA Condition has now been satisfied.

Prax expects to imminently receive written confirmation from the North Sea Transition Authority, the UK oil and gas industry regulator, stating that it does not intend, as a consequence of the Acquisition, to revoke any of the relevant licences or to require a further change of control of Hurricane following the Scheme becoming Effective.

Hurricane can now confirm that the Court Sanction Hearing has been scheduled for 7 June 2023.

Next steps and timetable

The Scheme remains subject to certain other conditions, including sanction by the Court at the Court Sanction Hearing and the delivery of a copy of the Court Order to the Registrar of Companies. Subject to the satisfaction of the NSTA Condition, the Scheme receiving the sanction of the Court, the delivery of a copy of the Court Order to the Registrar of Companies and the satisfaction (or, where applicable, the waiver) of the other Conditions set out in Part III of the Scheme Document, the Scheme is expected to become effective on 8 June 2023. The expected timetable of principal events for the implementation of the Scheme is set out in the Appendix below. If any change to the key dates and/or times set out in the timetable are made, whether by reason of any delay in the NSTA Condition being satisfied or otherwise, Hurricane will give notice of this change by issuing an announcement through a Regulatory Information Service and such announcement will be made available on Hurricane's website at www.hurricaneenergy.com/investors/formal-sale-process .

Dentons UK & Middle East LLP is providing legal advice to Hurricane. Pinsent Masons LLP is providing legal advice to Prax and the Prax Group.

APPIX

Expected timetable of principal events

 
 Event                                       Expected time / date(1) 
 Last time for receipt of Form of Election   1.00 p.m. on 2 June 
  and settlement of TTE Instructions          2023 
                                            ------------------------ 
 Court Sanction Hearing (2)                  7 June 2023 
                                            ------------------------ 
 Last day for dealings in, and for the       by 6.00 p.m. on 7 June 
  registration of transfer of, Hurricane      2023 
  Shares 
                                            ------------------------ 
 Scheme Record Time and record date for      6.00 p.m. on 7 June 
  the Special Dividends                       2023 
                                            ------------------------ 
 Disablement in CREST of Hurricane Shares     6.00 p.m. on 7 June 
                                               2023 
                                            ------------------------ 
 Suspension of Hurricane Shares from         7.30 a.m. on 8 June 
  trading on AIM                              2023 
                                            ------------------------ 
 Effective Date of the Scheme(3)             8 June 2023 
                                            ------------------------ 
 Cancellation of admission to trading        7.00 a.m. on 9 June 
  of Hurricane Shares on AIM                  2023 
                                            ------------------------ 
 Latest date for despatch of cheques         by 22 June 2023 
  and crediting of CREST accounts and 
  processing electronic transfers for 
  cash consideration due under the Scheme 
  and payment of the Special Dividends 
                                            ------------------------ 
 Latest date for despatch of certificates    by 22 June 2023 
  in respect of DCUs to each DCU Holder 
                                            ------------------------ 
 Long Stop Date (4)                          31 December 2023 
                                            ------------------------ 
 
   (1)   References to times are to London, United Kingdom time unless otherwise stated. 

(2) The time for the Court Sanction Hearing, the number of the Court and the name of the judge will be available on the Business and Property Courts Rolls Building Cause List at www.justice.gov.uk on the day before the Court Sanction Hearing.

(3) A copy of the Court Order sanctioning the Scheme is expected to be delivered to the Registrar of Companies one Business Day after the date of the Court Sanction Hearing, such that the Effective Date is then expected to be 8 June 2023. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to this time.

(4) This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as may be agreed by Hurricane and Prax (with the Panel's consent and as the Court may approve (if such consent and/or approval is required)) or if the Panel requires an extension to the Long Stop Date pending final determination of an issue under section 3(g) of Appendix 7 of the Code.

Contacts:

 
Hurricane Energy plc 
 Antony Maris, Chief Executive Officer 
 communications@Hurricaneenergy.com              +44 (0)1483 862820 
Stifel Nicolaus Europe Limited 
 Financial Adviser, Nominated Adviser & Joint 
 Corporate Broker to Hurricane 
 Callum Stewart / Jason Grossman                 +44 (0)20 7710 7600 
Investec Bank plc 
 Joint Corporate Broker to Hurricane 
 Chris Sim / Charles Craven / Jarrett Silver     +44 (0)20 7597 5970 
Vigo Consulting 
 Public Relations Adviser to Hurricane 
 Patrick d'Ancona / Ben Simons 
 Hurricane@vigoconsulting.com                    +44 (0)20 7390 0230 
Prax 
 Alessandro Agostini, Head of Exploration and 
 Production 
 (Care of Camarco)                               +44 (0) 20 3757 4986 
Gneiss Energy Limited 
 Financial Adviser to Prax 
 Jon Fitzpatrick / Paul Weidman                  +44 (0) 20 3983 9263` 
Camarco 
 Public Relations Adviser to Prax 
 Billy Clegg / Georgia Edmonds / Violet Wilson 
 / Hugo Liddy 
 prax@camarco.co.uk                              +44 (0) 20 3757 4986 
 

Important Notices

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Hurricane and no one else in connection with the Acquisition, the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Hurricane for providing the protections afforded to clients of Stifel or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.

Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Hurricane and no one else in connection with the Acquisition, the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Hurricane for providing the protections afforded to clients of Investec or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.

Gneiss Energy Limited ("Gneiss"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Prax and no one else in connection with the Acquisition, the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Prax for providing the protections afforded to clients of Gneiss or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.

Further information

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition will be made solely by means of the Scheme Document (or any document by which the Acquisition is made) which will contain the full terms and conditions of the Acquisition. Any decision in respect of, or otherwise in response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or any other document by which the Acquisition is made).

The release, publication or distribution of this announcement in, into or from certain jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This document does not constitute an offer or invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

All shareholders, particularly Overseas Shareholders, should consult their own legal and tax advisers with regard to the legal and tax consequences of the Scheme to their particular circumstances.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The availability of the Acquisition to Hurricane Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdictions. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

It is the responsibility of each Overseas Shareholder to obtain any governmental, exchange control or other consents which may be required, or to ensure the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

Unless otherwise determined by Prax and Hurricane or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented (with the consent of the Panel) by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The Acquisition shall be subject to, among other things, the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.

Notice to Hurricane Shareholders in the United States

Hurricane Shareholders in the United States should note that the Acquisition relates to the securities of a company incorporated in England and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. The Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with the laws of England and Wales and UK procedural and disclosure requirements, which differ from the disclosure requirements, style and format of US proxy solicitation or tender offer rules. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"). If, in the future, Prax exercises its right to implement the Acquisition by way of a Takeover Offer in lieu of the Scheme, such offer will be made in compliance with applicable United States laws and regulations, including, without limitation, any applicable exemptions under the US Exchange Act and, subject, in the case of participation by Hurricane Shareholders resident in the United States, to the availability of an exemption (if any) from the registration requirements under the US Securities Act of 1933 (the "US Securities Act") and the securities laws of any state or other jurisdiction of the United States.

The financial information with respect to Hurricane included in the Scheme Document and other documentation related to the Acquisition has been or will have been prepared in accordance with IFRS and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The Deferred Consideration Units to be issued under the Scheme have not been and will not be registered under the US Securities Act, or under any laws of any securities regulatory authority of any state other jurisdiction of the United States and may only be offered or sold in the United States in reliance on an exemption from the registration requirements of the US Securities Act. Neither this announcement nor the Scheme Document shall constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Deferred Consideration Units in any state of the United States in which such offer, solicitation or sale would be unlawful prior to qualification under the securities laws of any such state. The Deferred Consideration Units are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. Hurricane Shareholders (whether or not US persons) who are or will be affiliates (within the meaning of the US Securities Act) of Hurricane prior to, or of Prax after, the Effective Date will be subject to certain US transfer restrictions relating to the Deferred Consideration Units received pursuant to the Scheme as further described in Part IX (Additional Information for Overseas Shareholders) of the Scheme Document.

For the purpose of qualifying for the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) with respect to the Deferred Consideration Units, the Court will be advised that its sanctioning of the Scheme will be relied on as an approval of the Scheme following a hearing on its fairness to Hurricane Shareholders, at which hearing all such Hurricane Shareholders are entitled to attend in person, by authorised representative, by proxy or through counsel, to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all such Hurricane Shareholders.

A Hurricane Shareholder who is an "affiliate" (within the meaning of the US Securities Act) of Hurricane prior to, or of Prax after, the Effective Date, will receive "restricted securities" as defined in Rule 144 under the US Securities Act. Under applicable US federal securities laws, persons who are or will be "affiliates", within the meaning of the US Securities Act may not resell the Deferred Consideration Units received as a result of the Scheme without registration under the US Securities Act, except pursuant to the applicable resale provisions of Rule 144 under the US Securities Act or another applicable exemption from registration or in a transaction not subject to registration (including a transaction that satisfies the applicable requirements of Regulation S under the US Securities Act). "Affiliates" of a company are generally defined as persons who directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, that company. Whether a person is an affiliate of a company for purposes of the US Securities Act depends on the circumstances, but affiliates can include certain officers, directors and significant shareholders. Persons who believe they may be affiliates should consult their own legal advisers before any sale of securities received in the Scheme.

None of the securities referred to in this announcement or the Scheme Document have been approved or disapproved by the US Securities Exchange Commission or any US state securities commission, nor have any such authorities passed judgment upon the fairness or the merits of the Acquisition or determined if the Scheme Document is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

It may be difficult for US Shareholders to enforce their rights and claims arising out of US federal securities laws, since Hurricane and Prax are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

The receipt of cash or Deferred Consideration Units pursuant to the Scheme by US Shareholders as consideration for the transfer of its Hurricane Shares pursuant to the Scheme will likely be a disposal for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Hurricane Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to such US Shareholder.

If Prax were to elect to implement the Acquisition by means of a Takeover Offer, in accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, the Prax Group, certain affiliated companies and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Hurricane Shares outside the United States, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made, they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported via a Regulatory Information Service of the London Stock Exchange and available on the London Stock Exchange website at: www.londonstockexchange.com.

Forward looking statements

This announcement (including information incorporated by reference in this announcement), oral statements regarding the Acquisition and other information published by Prax, the Prax Group, Hurricane or the Hurricane Group contains statements about Prax, the Prax Group, Hurricane and the Hurricane Group that are or may be deemed to be forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "would", "could", "anticipates", "estimates", "projects" or "strategy" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Prax Group or the Hurricane Group's operations following the Acquisition; and (iii) the effects of government regulation on the Prax Group's or the Hurricane Group's business.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. They are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Acquisition, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees and success of business and operating initiatives. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Prax or any of its members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Each of Prax and Hurricane disclaims any obligation to update any forward-looking or other statements contained herein, except as required by applicable law.

No Profit Forecasts or Estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Hurricane for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Hurricane.

Dealing and Opening Position Disclosure Requirements of the Code

Under Rule 8.3(a) of the 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) of the Code 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 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, save to the extent that these details have previously been disclosed under Rule 8 of the Code. 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. (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 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 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Publication on Website and Availability of Hard Copies

This announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Hurricane's website at www.hurricaneenergy.com and Prax's microsite at https://www.prax.com/offer-for-hurricane-energy-plc/ by no later than 12.00 noon (London time) on the business day following the date of this announcement.

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.

In accordance with Rule 30.3 of the Code, you may request a hard copy of this announcement by contacting Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6AH, Telephone: 0370 707 1733. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information in relation to the Acquisition be sent to them in hard copy form.

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May 24, 2023 02:00 ET (06:00 GMT)