REG - Deltic Energy PLC RockRose Energy Ltd - Lapsing of Scheme & End of offer period

Deltic EnergyAnnouncement

31/03/2026 17:15

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RNS Number : 9199Y  Deltic Energy PLC  31 March 2026

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 SUCH JURISDICTION

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET
ABUSE REGULATIONS (EU) NO. 596/2014 AS IT FORMS PART OF UK LAW BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION
WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

 

FOR IMMEDIATE RELEASE

 

 

31 March 2026

 

 

RECOMMENDED CASH ACQUISITION

 

of

 

DELTIC ENERGY PLC ("Deltic" or the "Company")

 

by

 

ROCKROSE ENERGY LIMITED ("Viaro Bidco")

 

(A WHOLLY-OWNED SUBSIDIARY OF VIARO ENERGY LIMITED)

 

to be effected by means of a scheme of arrangement under

Part 26 of the Companies Act 2006

 

Lapsing of Scheme

 

End of offer period

 

Further to the Company's previous announcements, Deltic and Viaro Bidco today
confirm that the recommended cash offer for the entire issued and to be issued
ordinary share capital of Deltic (the "Acquisition") is to lapse following
11.59 p.m. today.

 

The Acquisition was to be implemented by way of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme") which was
approved by Deltic shareholders on 28 August 2025.

 

The Acquisition is conditional on various conditions that were set out in Part
3 (Conditions to the Scheme and the Acquisition) of the Scheme Document.

 

As stated in the Company's previous announcements, Deltic and Viaro Bidco have
been awaiting the consent of the North Sea Transition Authority (the "NSTA"),
the UK regulator focused, among other areas, on oil and gas exploration and
production activities in the UK's North Sea, to a change in control of the
North Sea exploration licences (the "Licences") held by Deltic (the "Change in
Control Consent").  The Licences are the only material assets which Deltic
owns and the consent of the NSTA is therefore considered to be of material
significance to Viaro Bidco in the context of the Acquisition.

 

Paragraph 1 of Part A of Part 3 (Conditions to the Scheme and the Acquisition)
of the Scheme Document provided that the Acquisition is conditional upon the
Scheme becoming unconditional and becoming Effective, subject to the Takeover
Code (the "Code"), by not later than the long stop date by which the Scheme
had to complete (the "Long Stop Date").

 

Paragraph 3 of Part A of Part 3 of the Scheme Document, sets out conditions
that relate to, among other things, regulatory clearances, including in
paragraph 3.3 the condition that all necessary Authorisations for the proposed
Acquisition to acquire any shares or other securities in, or control of,
Deltic by any member of the Wider Viaro Group having been obtained from all
necessary Third Parties. In this regard, the NSTA is considered to be a
necessary Third Party (as defined in the Scheme Document) and the Change in
Control Consent is considered to be a necessary Authorisation (as defined in
the Scheme Document).

 

Receipt of the Change in Control Consent remains outstanding and further given
that the NSTA has not provided a hard stop deadline to make its decision, the
Deltic Board has now concluded that it will not be received in the foreseeable
future and that the ongoing delay and uncertainty has the potential to
jeopardise the Deltic business.  This has resulted in the Deltic Board
electing not to further extend the Long Stop Date which, following the
announcement of 3 December 2025 therefore remains 11.59 p.m. on 31 March 2026
(the "Final Long Stop Date").

 

Viaro Bidco has informed Deltic that it does not wish to waive the condition
set out in in paragraph 3.3 of Part A of Part 3 of the Scheme Document which
would have allowed it to proceed with the Acquisition without the Change of
Control Consent.

 

Given that the condition set out in paragraph 3.3 of Part A of Part 3 of the
Scheme Document will not be satisfied on or before the Final Long Stop Date,
the condition in Paragraph 1 of Part A of Part 3 in relation to the Scheme
becoming unconditional and becoming Effective, subject to the Code, by not
later than the Long Stop Date will not be satisfied and the Scheme will lapse.

 

As of 1 April 2026, Deltic will no longer be considered to be in an "offer
period" as defined in the Code and the requirement to make disclosures under
Rule 8 of the Code will cease.

 

The Deltic Board will now consider all other options for the Company.  Deltic
is funded for working capital purposes into the second half of 2026.

 

Capitalised terms used in this announcement (the "Announcement") shall, unless
otherwise defined, have the same meanings as set out in the Scheme Document
published on 25 July 2025. All references to times in this Announcement are to
London, United Kingdom times unless stated otherwise.

 

 

**ENDS**

 

 

Enquiries:

 Deltic
 Andrew Nunn                                                                  +44 207 887 2630

 Sarah McLeod

 Allenby Capital (Rule 3 Adviser, Nominated Adviser and Financial Adviser to  +44 203 328 5656
 Deltic)

 David Hart

 Alex Brearley

 Viaro Bidco                                                                  +44 203 826 4800
 Francesco Mazzagatti

 Hannam & Partners (Financial Adviser to Viaro Bidco)
 Samuel Merlin                                                                +44 207 907 8500

 Neil Passmore

 

Important notices about financial advisers

 

H & P Advisory Limited, trading as Hannam & Partners, which is
authorised and regulated by the FCA in the United Kingdom, is acting
exclusively for Viaro Bidco and no one else in connection with the matters
described in this Announcement and will not be responsible to anyone other
than Viaro Bidco for providing the protections afforded to clients of Hannam
& Partners nor for providing advice in relation to the subject matter of
this announcement. Neither Hannam & Partners nor any of its 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 & Partners in connection with
this announcement, any statement contained herein or otherwise.

 

Allenby Capital Limited, which is authorised and regulated by the FCA in the
United Kingdom, is acting as financial adviser to Deltic and no one else in
connection with the matters described in this Announcement and will not be
responsible to anyone other than Deltic for providing the protections afforded
to clients of Allenby Capital nor for providing advice in connection with the
matters referred to herein. Neither Allenby Capital 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 Allenby
Capital in connection with this announcement, any statement contained herein,
any offer or otherwise.

 

Further Information

 

This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, any offer to sell or an invitation to
purchase any securities; a solicitation of an offer to buy, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities.

 

The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.

 

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

 

Overseas jurisdictions

 

The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom, may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this Announcement
comes should inform themselves about and observe such restrictions. Any
failure to comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction.

 

Copies of this Announcement must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a Restricted
Jurisdiction, and persons receiving this Announcement (including custodians,
nominees and trustees) must not mail or otherwise distribute or send them in,
into or from such Restricted Jurisdiction

 

Forward-looking statements

 

This Announcement (including information incorporated by reference in this
announcement) and other information published by Viaro Bidco or Deltic may
contain statements about Viaro Bidco and Deltic 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", "shall", "should", "anticipates", "estimates",
"projects", "is subject to", "budget", "scheduled", "forecast" 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 (iii) the effects of government regulation on Viaro Bidco's or Deltic's
business.

 

Such forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Viaro Bidco and Deltic about future events, and are therefore
subject to 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, including: changes in the global, political,
social, economic, business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates, future business
combinations or disposals, changes in the behaviour of market participants,
the speculative nature of oil and gas exploration, fluctuations in demand and
pricing in the oil and gas exploration industry and risks and hazards
associated with the business of oil and gas exploration. Other unknown or
unpredictable factors could cause actual results to differ materially from
those in the forward-looking statements. Such forward-looking statements
should therefore be construed in light of such factors. Neither Viaro Bidco
nor Deltic, nor any of their respective associates or directors, officers or
advisers, provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking
statements in this Announcement will actually occur. 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 any
member of the Viaro Group or the Deltic Group, or any of their respective
associates, directors, officers, employees or advisers, are expressly
qualified in their entirety by the cautionary statement above.

 

Viaro Bidco and Deltic expressly disclaim any obligation to update any
forward-looking or other statements contained herein, except as required by
applicable law or by the rules of any competent regulatory authority, whether
as a result of new information, future events or otherwise.

 

Publication on a website

 

A copy of this Announcement will be available, free of charge, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
on Deltic's website at https://delticenergy.com/disclaimer/ by no later than
12.00 noon (London Time) on the Business Day following the publication of this
Announcement.

 

General

 

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.

 

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