REG - Deltic Energy PLC Viaro Energy Limited - Publication and Posting of Scheme Document

Deltic EnergyAnnouncement

25/07/2025 07:10

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RNS Number : 5248S  Deltic Energy PLC  25 July 2025

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

 

FOR IMMEDIATE RELEASE

 

25 July 2025

 

RECOMMENDED CASH ACQUISITION

 

of

 

DELTIC ENERGY PLC ("Deltic")

 

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

 

Publication and Posting of Scheme Document

 

On 30 June 2025, the boards of Viaro Bidco and Deltic announced that they had
reached agreement on the terms of a recommended cash offer for the entire
issued and to be issued ordinary share capital of Deltic (the "Acquisition"),
to be implemented by way of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act 2006 (the "Scheme").

 

Publication of the Scheme Document

 

The Deltic Directors are pleased to announce that a circular in relation to
the Scheme (the "Scheme Document"), which includes, amongst other things, a
letter from the Chairman of Deltic, the full terms and conditions of the
Scheme, a statutory explanatory statement pursuant to section 897 of the
Companies Act 2006, an expected timetable of principal events, notices of the
Court Meeting and the General Meeting and details of the actions to be taken
by Deltic Shareholders, has been published today on Deltic's website (subject
to any restrictions relating to persons resident in Restricted Jurisdictions)
at https://delticenergy.com/disclaimer/ (https://delticenergy.com/disclaimer/)
.

 

Hard copies of the Scheme Document and Forms of Proxy for the Court Meeting
and the General Meeting are being sent today to Deltic Shareholders who have
requested to receive hard copy documents and information from the Company.
Deltic Shareholders who have deemed/elected to receive documents or
information in electronic form and via the Company's website are being sent
today a letter or email (as applicable) giving details of where copies of the
Scheme Document and Forms of Proxy for the Court Meeting and the General
Meeting can be found on the Company's website.

 

In accordance with Rule 30.3 of the Takeover Code, Deltic Shareholders,
participants in the Deltic Share Option Plan and persons with information
rights may request a hard copy of the Scheme Document (and any information
incorporated by reference in the Scheme Document), free of charge, by
contacting Deltic's registrars, Share Registrars Limited, during business
hours on +44 1252 821390, or by submitting a request by e-mail to
Enquiries@shareregistrars.uk.com (mailto:Enquiries@shareregistrars.uk.com) or
in writing to Share Registrars Limited, 3 The Millennium Centre, Crosby Way,
Farnham, Surrey, GU9 7XX.  Calls to this number are charged at network
providers' standard rate and may be included within free allowances (please
check with your network provider). Calls outside the United Kingdom will be
charged at the applicable international rate. Lines will be open between 8.30
a.m. to 5.00 p.m., Monday to Friday, excluding public holidays in England and
Wales. If calling from outside of the UK, please ensure the country code is
used.

 

A letter to participants in the Deltic Share Option Plan will also be sent
today and will be made available today on Deltic's website at:
https://delticenergy.com/disclaimer/ (https://delticenergy.com/disclaimer/) .

 

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

 

Action required and notices of the Court Meeting and the General Meeting

 

In order to approve the terms of the Acquisition, the required majority of
Scheme Shareholders will need to vote in favour of the resolution to be
proposed at the Court Meeting and the required majority of Deltic Shareholders
will need to vote in favour of the Special Resolution to be proposed at the
General Meeting. The Court Meeting and the General Meeting are to be held at
the offices of DAC Beachcroft LLP, The Walbrook Building, 25 Walbrook, London
EC4N 8AF on 28 August 2025. The Court Meeting will start at 10.00 a.m. and the
General Meeting will start at 10.15 a.m. (or as soon thereafter as the Court
Meeting has concluded or been adjourned).

 

To become effective, the Scheme requires, among other things, the approval of
a majority in number of the Scheme Shareholders present and voting (and
entitled to vote), either in person or by proxy at the Court Meeting,
representing not less than 75 per cent. in value of the Scheme Shares held by
such Scheme Shareholders present and voting (and entitled to vote) at the
Court Meeting (or any adjournment of the Court Meeting) and the passing of the
Special Resolution necessary to implement the Scheme at the General Meeting.
Following the Court Meeting and the General Meeting and the satisfaction (or,
where applicable, waiver) of the other Conditions, the Scheme must also be
sanctioned by the Court. The Scheme will only become effective upon a copy of
the Court Order being delivered to the Registrar of Companies. Upon the Scheme
becoming effective, it will be binding on all Scheme Shareholders,
irrespective of whether or not they attended or voted at the Court Meeting or
the General Meeting (and, if they attended and voted, whether or not they
voted in favour of the resolutions at such Meetings).

It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair and
reasonable representation of Scheme Shareholders' opinions. You are therefore
strongly urged to complete, sign and return your Forms of Proxy by post or by
hand or, alternatively, appoint a proxy online or through the CREST electronic
proxy appointment service as soon as possible and, in any event, by no later
than 10.00 a.m. on 26 August 2025 in the case of the Court Meeting and by no
later than 10.15 a.m. on 26 August 2025 in the case of the General Meeting
(or, in the case of any adjournment, not later than 48 hours (excluding any
part of such 48-hour period falling on a non-Business Day) before the fixed
time for the holding of the adjourned meeting).

In the case of the Court Meeting only, if the BLUE Form of Proxy for the Court
Meeting is not lodged by the above deadline, it may be handed to the Chairman
of the Court Meeting (or a representative of Share Registrars Limited at the
Court Meeting on behalf of the Chairman) at any time prior to the commencement
of the Court Meeting or any adjournment thereof.

 

Recommendation

 

The Deltic Directors, who have been advised by Allenby Capital as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing advice to the Deltic Directors, Allenby
Capital has taken into account the commercial assessments of the Deltic
Directors. Allenby Capital is providing independent financial advice to the
Deltic Directors for the purposes of Rule 3 of the Takeover Code.

 

Accordingly, the Deltic Directors unanimously recommend that Scheme
Shareholders vote in favour of the Scheme at the Court Meeting and Deltic
Shareholders vote in favour of the Special Resolution at the General Meeting
as the Deltic Directors who hold Deltic Shares have irrevocably undertaken to
do in respect of 240,336 Deltic Shares in total, representing in aggregate
approximately 0.26 per cent. of Deltic's ordinary share capital in issue as at
the Latest Practicable Date. These irrevocable undertakings remain binding in
the event a higher competing offer is made for Deltic by a third party.

 

Deltic Shareholders should carefully read the Scheme Document in its entirety
before making a decision with respect to the Scheme.

 

Timetable - Suspension, De-Listing and Re-Registration

 

The Scheme Document contains an expected timetable of principal events in
relation to the Scheme, which is also set out in the Appendix to this
Announcement. The Scheme remains conditional on the approval of the requisite
majority of eligible Scheme Shareholders at the Court Meeting, the requisite
majority of eligible Deltic Shareholders at the General Meeting, the
satisfaction or (if capable of waiver) waiver of the other Conditions set out
in the Scheme Document, and the sanction of the Court.

 

If the Scheme is sanctioned as outlined above, it is expected that the last
day of dealings in, and registration of transfers of, Deltic Shares on AIM
will be the Business Day immediately prior to the Effective Date, following
which Deltic will make an application to the London Stock Exchange for
suspension of dealings in Deltic Shares on AIM with effect by 7.30 a.m. on the
Effective Date. It is intended that the cancellation of admission of the
Deltic Shares to trading on AIM will take effect at 7.00 a.m. on the Business
Day following the Effective Date. In addition, entitlements to Deltic Shares
held within the CREST system will be cancelled and share certificates in
respect of Scheme Shares will cease to be valid and should, if so requested by
Deltic, be sent to Deltic for cancellation.

 

It is also proposed that, following the Effective Date and after its shares
are cancelled from trading on AIM, Deltic will be re-registered as a private
limited company under the relevant provisions of the Companies Act.

 

Deltic will make further announcements through a Regulatory Information
Service, with such announcements also being made available on Deltic's website
at https://delticenergy.com/disclaimer/ (https://delticenergy.com/disclaimer/)
, in relation to the expected timetable set out in the Appendix to this
Announcement. The dates and times given in the expected timetable are
indicative only and are based on Deltic's current expectations and may be
subject to change (including as a result of changes to the regulatory
timetable).

 

Deltic current trading

 

Deltic published its results for the year ended 31 December 2024 on 30 June
2025. During that financial year, Deltic continued to make progress with its
investments, the principal one of which is its interest in licence P2437,
containing the Selene prospect. The drilling of the Selene discovery well in
the second half of 2024 saw the Company extend its run of exploration success.
Following discovery, Deltic's joint venture partners on Selene, Shell U.K.
Limited and Dana Petroleum, supported the move into the second term of the
Selene licence and the joint venture parties immediately commenced the work
required to prepare a field development plan for the Selene project which is
ongoing. The Company's other investments continue to be held on a care and
maintenance basis.

 

As at 30 June 2025, Deltic's unaudited cash balance was £0.28 million. On 30
June 2025, Deltic entered into a facility letter with Viaro Bidco pursuant to
which Viaro Bidco has agreed to make available to Deltic a term loan facility
of up to £2.7 million. Deltic is reliant on the availability of this facility
for its ongoing general corporate and working capital purposes. Further
details of this facility are set out in Part 2 of the Scheme Document.

 

Information for Deltic Shareholders

 

If you have any questions about this Announcement, the Scheme Document, the
Court Meeting, the General Meeting, how to submit your proxies online or how
to complete the Forms of Proxy, please call the Company's registrars, Share
Registrars Limited, during business hours (8.30 a.m. to 5.00 p.m., Monday to
Friday, excluding public holidays in England and Wales) on +44 1252 821390, or
submit a request by e-mail to Enquiries@shareregistrars.uk.com or in writing
to Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham,
Surrey, GU9 7XX. Calls to this number are charged at network providers
standard rate and may be included within free allowances (please check with
your network provider). Calls outside the United Kingdom will be charged at
the applicable international rate. Please note that Share Registrars Limited
calls may be monitored or recorded and Share Registrars Limited cannot provide
advice on the merits of the Acquisition or the Scheme or give any financial,
legal or tax advice.

 

Other

 

A copy of this Announcement and the Scheme Document shall be made available,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Deltic's website at https://delticenergy.com/disclaimer/
(https://delticenergy.com/disclaimer/) by no later than 12.00 noon on the
Business Day following the date of publication of the Scheme Document. For the
avoidance of doubt, the content of this website is not incorporated into and
does not form part of this announcement.

 

The person responsible for arranging for the release of this Announcement on
behalf of Deltic is Andrew Nunn, Chief Executive Officer.

 

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

 Daniel Dearden-Williams

 Viaro Bidco                                                                  +44 203 826 4800
 Francesco Mazzagatti

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

 Neil Passmore

 

 

Brodies LLP is acting as legal adviser to Viaro Bidco in connection with the
Acquisition.

 

DAC Beachcroft LLP is acting as legal adviser to Deltic in connection with the
Acquisition.

 

 

APPENDIX

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

All times shown in this timetable are references to London time unless
otherwise stated.

 

 Event                                                             Time/date(1)
 Publication of this Document                                      25 July 2025
 Latest time for lodging Forms of Proxy for the:
 Court Meeting (BLUE Form of Proxy)                                10.00 a.m. on 26 August 2025(2)
 General Meeting (WHITE Form of Proxy)                             10.15 a.m. on 26 August 2025(3)
 Voting Record Time for the Court Meeting and the General Meeting  6.00 p.m. on 26 August 2025(4)
 Court Meeting                                                     10.00 a.m. on 28 August 2025
 General Meeting                                                   10.15 a.m. on 28 August 2025(5)

The following times and dates are indicative only and subject to change(6)

 Sanction Hearing                                                              A date ("D") expected to be in Q4 2025, subject to the satisfaction or waiver
                                                                               of the Conditions
 Last day of dealings in, and for the registration of transfers of, and        D+1 Business Days
 disablement in CREST of, Deltic Shares
 Scheme Record Time                                                            6:00 p.m. on D+1 Business Days
 Disablement of CREST in respect of Deltic Shares                              6:00 p.m. on D+1 Business Days
 Suspension of dealings in Deltic Shares on AIM                                7:30 a.m. on D+2 Business Days
 Effective Date of the Scheme(7)                                               D+2 Business Days
 Cancellation of admission to trading of Deltic Shares on AIM                   7:00 a.m. on D+3 Business Days
 Latest date for despatch of cheques, crediting of CREST accounts and          within 14 days of the Effective Date
 processing electronic transfers for Cash Consideration due under the Scheme
 Long Stop Date                                                                11.59 p.m. on 31 December 2025(8)

 

Notes:

 

 1               The dates and times given are indicative only
and are based on current expectations and are subject to change. References to
times are to London, United Kingdom time unless otherwise stated. If any of
the times and/or dates above change, the revised times and/or dates will be
notified to Deltic Shareholders through Deltic's website
https://delticenergy.com/disclaimer/ (https://delticenergy.com/disclaimer/)
and by announcement through a Regulatory Information Service. Participants in
the Deltic Share Option Plan will be contacted separately on or around the
date of the Scheme Document to inform them of the effect of the Scheme on
their rights under the Deltic Share Option Plan, including details of any
appropriate proposals being made and dates and times relevant to them.

2              It is requested that BLUE Forms of Proxy for the
Court Meeting be lodged by 10.00 a.m. on 26 August 2025 or, if the Court
Meeting is adjourned, by no later than 48 hours prior to the time fixed for
any adjourned Court Meeting (excluding any part of such 48-hour period falling
on a non-working day). BLUE Forms of Proxy not so lodged can be handed to the
Chairman of the Court Meeting (or a representative of Share Registrars Limited
at the Court Meeting on behalf of the Chairman) any time prior to the
commencement of the Court Meeting or any adjournment thereof.

3              WHITE Forms of Proxy for the General Meeting must
be lodged by 10.15 a.m. on 26 August 2025 or, if the General Meeting is
adjourned, not later than 48 hours (excluding any part of such 48 hours period
falling on a non-Business Day) prior to the time appointed for the adjourned
Meeting.

4              If either the Court Meeting or the General Meeting
is adjourned, the Voting Record Time for the relevant adjourned Meeting will
be 6:00 p.m. on the day which is two Business Days prior to the date of the
adjourned Meeting.

5              The General Meeting is to commence at 10.15 a.m. on
28 August 2025 or as soon thereafter as the Court Meeting shall have concluded
or been adjourned.

6           These dates are indicative only and will depend, among
other things, on the date upon which: (i) the Conditions are satisfied or (if
capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the
Court Order is delivered to the Registrar of Companies.

 

7              The Scheme shall become Effective as soon as a copy
of the Court Order has been delivered to the Registrar of Companies.

8           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
Viaro Bidco and Deltic may agree and the Panel and (if required) the Court may
allow.

 

 

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 pursuant to the
Acquisition or otherwise; or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise nor shall there be any
purchase, sale, issuance or exchange of securities or such solicitation in any
jurisdiction in which such offer, solicitation, sale issuance or exchange is
unlawful. The Acquisition will be made solely by means of the Scheme Document
(or, if the Acquisition is implemented by way of a Takeover Offer, the offer
document) which, together with any related forms of proxy, will contain the
full terms and conditions of the Acquisition, including details of how to vote
in respect of the Scheme. Any decision in respect of, or other response to,
the Acquisition should be made only on the basis of the information contained
in the Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document).

 

Deltic will arrange for the Scheme Document to be distributed to Deltic
Shareholders. Deltic and Viaro Bidco urge Deltic Shareholders to read the
Scheme Document (or any other document by which the Acquisition is made) in
full when it becomes available because it will contain important information
relating to the Acquisition, including details of how to vote in respect of
the Scheme.

 

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.

 

Disclosure requirements of the Takeover Code

 

Under Rule 8.3(a) of the Takeover 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 pm (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later than 3.30 pm
(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 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(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 pm (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.

 

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).

 

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 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.

 

Electronic Communications

 

Please be aware that addresses, electronic addresses and certain other
information provided by Deltic Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Deltic may
be provided to Viaro Bidco during the Offer Period as required under Section 4
of Appendix 4 to the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.

 

Overseas jurisdictions

 

The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom, and the availability of the Acquisition to
Deltic Shareholders who are not resident in 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. In particular, the ability of persons who are not resident
in the United Kingdom to vote their Deltic Shares with respect to the Scheme
at the Court Meeting, or to execute and deliver forms of proxy appointing
another to vote at the Court Meeting on their behalf, may be affected by the
laws of the relevant jurisdictions in which they are located. Further details
in relation to Overseas Shareholders will be contained in the Scheme Document
(or, if the Acquisition is implemented by way of a Takeover Offer, the offer
document). Any failure to comply with any such 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.

 

Unless otherwise determined by Viaro Bidco or required by the Takeover 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. 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, 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 Restricted Jurisdiction. If the Acquisition is implemented by way of
Takeover Offer (unless otherwise permitted by applicable law or regulation),
the Takeover Offer may not be made, directly or indirectly, in or into, or by
use of mails or any other means or instrumentality (including, without
limitation, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or any facility of a
national, state or other securities exchange of any Restricted Jurisdiction
and the Takeover Offer will not be capable of acceptance by any such use,
means, instrumentality or facilities or from within any Restricted
Jurisdiction.

 

This Announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law and the Takeover Code and information disclosed may not be the
same as that which would have been disclosed if this Announcement had been
prepared in accordance with the laws of jurisdictions outside the United
Kingdom. Nothing in this Announcement should be relied on for any other
purpose.

 

The Acquisition shall be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange, the FCA and the AIM
Rules.

 

Additional information for U.S. investors

 

The Acquisition relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under English company law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer or proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure requirements and
practices applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of the US tender offer and proxy
solicitation rules.

 

If, in the future, Viaro Bidco exercises its right to implement the
Acquisition by way of a Takeover Offer, which is to be made into the US, such
Takeover Offer will be made in compliance with the applicable US laws and
regulations, including Section 14(e) and Regulation 14E under the US Exchange
Act. Such a Takeover Offer would be made in the US by Viaro Bidco and no one
else.

 

In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, Viaro Bidco, its affiliates, their advisers
and the nominees or brokers (acting as agents) may make certain purchases of,
or arrangements to purchase, shares in Deltic outside the Acquisition, such as
in open market purchases or privately negotiated purchases, during the period
in which the Acquisition remains open for acceptance. If such purchases or
arrangements to purchase were to be made, they would comply with applicable
law, including UK laws and the US Exchange Act. Any information about such
purchases or arrangements to purchase shall be disclosed as required under UK
laws and will be available to all investors (including US investors) via the
Regulatory Information Service and shall be available on the London Stock
Exchange website at www.londonstockexchange.com. To the extent that such
information is required to be publicly disclosed in the UK in accordance with
applicable regulatory requirements, this information will, as applicable, also
be publicly disclosed in the United States.

 

It may be difficult for US holders of Deltic Shares to enforce their rights
and any claim arising out of the US federal securities laws in connection with
the Acquisition, since Viaro Bidco and Deltic are located in non-US
jurisdictions, and some or all of their officers and directors may be
residents of non-US jurisdictions. US holders of Deltic Shares may not be able
to sue a non-US company or its officers or directors in a non-US court for
violations of the 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.

 

Neither the Acquisition nor this Announcement have been approved or
disapproved by the US Securities and Exchange Commission, any state securities
commission in the United States or any other US regulatory authority, nor have
such authorities approved or disapproved or passed judgement upon the fairness
or the merits of the Acquisition, or determined if the information contained
in this Announcement is adequate, accurate or complete. Any representation to
the contrary is a criminal offence in the United States.

 

The receipt of cash pursuant to the Acquisition by a US holder as
consideration for the transfer of its Deltic Shares pursuant to the
Acquisition will likely be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as foreign and
other, tax laws. Each US holder of Deltic Shares is urged to consult their
independent legal, tax and financial advisers regarding the tax consequences
of the Acquisition applicable to them, including under applicable US state and
local, as well as overseas and other, tax laws.

 

Forward-looking statements

 

This Announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, 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 the expansion and growth of Viaro
Bidco's or Deltic's operations and potential synergies resulting from the
Acquisition; 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 Viaro Bidco's website at https://viaro.co.uk/disclaimer/
(https://viaro.co.uk/disclaimer/) and Deltic's website at
https://delticenergy.com/disclaimer/ (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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rns@lseg.com (mailto:rns@lseg.com)
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