REG - NEO NEXT+ Energy Ltd Deltic Energy PLC - Recommended cash acquisition of Deltic Energy PLC
07/05/2026 11:45
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RNS Number : 4364D NEO NEXT+ Energy Limited 07 May 2026
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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
FOR IMMEDIATE RELEASE
7 May 2026
RECOMMENDED CASH ACQUISITION OF
DELTIC ENERGY PLC ("DELTIC" OR THE "COMPANY")
BY
NEO NEXT+ ENERGY UPSTREAM UK LIMITED ("NEO NEXT+")
to be effected by means of a Scheme of Arrangement under Part 26 of the
Companies Act 2006
Summary
· The boards of NEO NEXT+ and Deltic are pleased to
announce that they have reached agreement on the terms of a recommended cash
acquisition of the entire issued and to be issued ordinary share capital of
Deltic (the "Acquisition").
· Under the terms of the Acquisition, which will be
subject to the Conditions and other terms set out in this Announcement and to
the full terms and conditions to be set out in the Scheme Document, Deltic
Shareholders will be entitled to receive:
for each Deltic Share: 7.7
pence in cash
(the "Cash Consideration")
The Cash Consideration represents a premium of approximately 156.7 per cent.
to the Closing Price of 3.0 pence per Deltic Share on 21 April 2026 (being the
last trading day before the commencement of the Offer Period).
The Acquisition values the entire issued and to be issued share capital of
Deltic at approximately £7.2 million on a fully diluted basis.
If, on or after the date of this Announcement and on or prior to the Effective
Date, any dividend and/or other distribution and/or return of capital is
authorised, declared, made or paid or becomes payable in respect of the Deltic
Shares, NEO NEXT+ reserves the right to reduce the Cash Consideration payable
under the terms of the Acquisition by an amount equal to all or part of any
such dividend and/or other distribution and/or return of capital, in which
case Deltic Shareholders would be entitled to receive and retain any such
dividend and/or other distribution and/or return of capital. Any exercise by
NEO NEXT+ of its rights referred to in this paragraph shall be the subject of
an announcement and, for the avoidance of doubt, shall not be regarded as
constituting any revision or variation of the terms of the Scheme or the
Acquisition.
In connection with the Acquisition, NEO NEXT+ has agreed to provide a bridging
loan of up to £2.9 million (the "Bridge Financing") to repay the bridging
loan provided to Deltic in connection with the RockRose Offer, including any
fees, costs and expenses due and payable to RockRose in relation to such
repayment (further details of which are set out in paragraph 13 below).
In addition, in consideration for Deltic engaging in discussions with NEO
NEXT+ in connection with the Acquisition, NEO NEXT+ has undertaken to pay, or
procure the payment of, certain costs reasonably and properly incurred by
Deltic in the event that the Acquisition does not complete due to the
occurrence of certain trigger events (further details of which are set out in
paragraph 13 below).
It is intended that the Acquisition will be effected by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
However, NEO NEXT+ reserves the right to elect to implement the Acquisition by
way of a Takeover Offer (subject to the consent of the Panel).
Background to and reasons for the Acquisition
The Wider NEO NEXT+ Group is the largest oil and gas producer in the UK North
Sea and has grown rapidly through both acquisition and organic growth. Since
the beginning of 2025 the Wider NEO NEXT+ Group has announced five
transactions to consolidate its interests in the UK North Sea, namely:
· Strategic merger with Repsol Resources UK;
· Corporate acquisition of Gran Tierra North Sea Limited;
· Asset acquisition of 32% interest in Culzean;
· Strategic merger with TotalEnergies' UK business;
· Corporate acquisition of Sojitz Energy Development Limited.
The Wider NEO NEXT+ Group's ambition is to be a safe, top-tier operator on the
UK Continental Shelf that generates leading financial returns.
The proposed acquisition of Deltic is consistent with this ambition and
continues the Wider NEO NEXT+ Group's strategy to grow its UK North Sea
business.
Deltic's strategy today
Deltic's strategy as an investing company has been focussed on the
identification and maturation of new or overlooked exploration activities in
the UK North Sea with a particular focus on the Southern North Sea Gas basin.
Deltic typically identified opportunities and applied for licences at 100%
working interest, with the intention of reducing capital exposure to the
projects by bringing partners to fund key aspects of the work programme
including seismic acquisition and exploration drilling activities with the
option to crystallise value from the assets prior to incurring the costs
associated with offshore developments. This approach saw Deltic successfully
farm-out a number of licences to established partners, two 3D seismic surveys
acquired and two exploration wells drilled, both of which resulted in major
discoveries at Pensacola and Selene.
Given the uncertain fiscal and policy environment which has persisted in
recent years in the UK, it has become extremely challenging to both continue
funding the Deltic business model via the equity markets or to realise
significant value from exploration success.
Recommendation
The Deltic Directors, who have been so 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 intend to unanimously recommend that the
Deltic Shareholders vote (or procure votes) in favour of the Scheme at the
Court Meeting and vote (or procure votes) in favour of the Deltic
Resolution(s) 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. The
irrevocable undertakings given by the Deltic Directors remain binding in the
event a higher competing offer is made for Deltic by a third party.
Considerations for the Recommendation
Since 2014, Deltic has been focussed on its UK gas exploration strategy which
has delivered material success, including farm-outs to Shell, Capricorn Energy
and Dana Petroleum and two significant gas discoveries in the Southern North
Sea at Pensacola and Selene. However, this success has come against a backdrop
of volatile oil and gas prices, significant inflationary pressures, an
unpredictable UK fiscal regime since the introduction of the Energy Profits
Levy in 2022 and the election of a UK government which has further undermined
the UK's domestic oil and gas industry by pledging to end exploration
licencing and banning drilling for new oil and gas fields in UK waters.
The Deltic Directors consider that continuing uncertainty around the UK
government's support for the domestic oil and gas industry has undermined
investor confidence in the sector. This ongoing uncertainty has been
especially difficult for smaller exploration or development focussed oil and
gas companies which are pre-revenue, many of which have suffered a material
erosion in valuation and share liquidity since early 2024.
The 25 per cent. non-operated interest in the Selene discovery represents a
material asset for Deltic with material long term cash-flow potential,
although it will require substantial additional investment for studies and
development capital expenditure prior to delivery of first gas which is
currently estimated in early 2031. While debt facilities or gas sales
pre-payment options may potentially be available to satisfy the majority of
Deltic's capital requirements following a final investment decision, expected
in mid-2029, the Deltic Directors consider that Deltic would be wholly reliant
on equity funding until that point.
Deltic has accrued debt and deferred liabilities totalling in excess of £5.5
million, including (i) a £2.7 million bridge facility with RockRose in
connection with the RockRose Offer (the "RockRose Facility") which, as a
result of the Acquisition being announced today, is due for repayment on 21
May 2026 and is being replaced by the Bridge Financing; and (ii) deferred
payment agreements with Adura in relation to Pensacola, and Shell in relation
to Selene, which become payable from September 2026 in relation to Pensacola
and the end of August 2026 or on a change of control in relation to Selene.
These deferred payment agreements represent a significant deferred liability
for Deltic that becomes due for payment prior to first revenues from a
potential Selene development in 2031.
Deltic has fully drawn the funds available under the RockRose Facility. It was
originally envisaged that funds from this facility would be used to settle
outstanding sums owed to Shell in relation to Selene drilling costs and the
Pensacola deferred payment agreement. Given the extended regulatory approval
period experienced following the announcement, and prior to the lapse, of the
RockRose Offer, the funds available under that facility were diverted to meet
the general working capital needs of Deltic and ensuring it remained funded
for day-to-day operations.
On 12 December 2025, Deltic announced that it had entered into a deferred
payment agreement with Shell U.K. Limited as operator of the P2437 Selene
licence, in relation to the payment of: (i) in aggregate, £1,530,320, being
the sums that have accrued to Deltic's account in relation to the successful
Selene exploration well from April 2025 to October 2025; and (ii) any further
sums accruing to Deltic in relation to Selene after October 2025.
Under the deferred repayment agreement with Shell, Deltic's payment of these
amounts to Shell U.K. Limited was originally deferred to 27 February 2026 and
most recently extended to 27 August 2026. Deltic may request further
extensions of this date for a total of up to nine months from 27 February
2026, with the decision to grant any such extensions being at Shell U.K.
Limited's sole discretion.
In September 2024, Deltic agreed a deferred repayment agreement with its
Pensacola joint venture partners whereby Deltic has a 24-month period from
September 2024 to repay £0.9 million due to the joint venture. This agreement
was subsequently assigned to Adura following the transfer of certain Shell and
Equinor UKCS assets into the newly-formed Adura.
It is against this backdrop of continued and increasing cost exposure
associated with the development of Selene and a lack of confidence in the
equity market's willingness to continue funding UK projects before further
clarity is provided by the UK government, that the Deltic Directors have been
considering the financial terms of the Acquisition and whether to recommend it
to Deltic Shareholders. The Deltic Directors have taken into account a number
of factors, including that:
· Despite the quality of the Selene discovery and the current
partnership group, there remains a number of significant stage gates in the
process of achieving an FID on Selene. Any one of these could lead to the
project being cancelled or delayed in response to external events, including
further changes to UK government policy, the regulatory regime, the gas price
environment and/or capital availability within the joint venture group.
· The cash value per Deltic Share to be received pursuant to the
Acquisition represents a premium of 156.7 per cent. to the Closing Price of
3.0 pence per Deltic Share on 21 April 2026 (being the last trading day before
the commencement of the Offer Period).
· The Acquisition provides Deltic Shareholders with the opportunity
to realise an immediate and certain cash value. The Deltic Directors recognise
the market in Deltic Shares over the last year has been relatively illiquid,
making it difficult for Deltic Shareholders to realise their investment should
they wish to do so.
· As at 31 December 2025, as a result of drawing down funds
available under the RockRose Facility, Deltic had unaudited cash resources
totalling £1.65 million. Subsequent to that period end, the cash position of
Deltic has reduced as a result of normal operational expenditure such that, as
at 31 March 2026, Deltic's unaudited cash balance was c.£1.0 million.
· Deltic expects to receive a payment of $1 million (or c.
£800,000) from Dana Petroleum in relation to its 2024 farm-in to Selene in
May 2026, contingent only on Dana Petroleum remaining a partner in relation to
the P2437 licence beyond 12 May 2026.
· Whilst cash levels continue to be carefully managed, in the
absence of the Acquisition proceeding, the Deltic Directors anticipate that
Deltic would be required to raise additional capital before August 2026 to:
(i) continue to fund Deltic's share of the Selene work program until value can
be realised from the Selene asset; (ii) allow Deltic to cover its existing and
potential additional deferred liabilities to RockRose, Shell and Adura and
(iii) to cover Deltic's general corporate costs beyond Q3 2026.
· In light of Deltic's requirement to access additional capital
during August 2026, the Deltic Board has explored the potential options to
fund the business until first revenues on Selene could potentially be
achieved, including assessing the possibility of an equity fundraise. However,
given the difficult market conditions referred to above and having discussed
with Deltic's largest shareholder and previously with other potential existing
and new investors their appetite to provide further funding, the Deltic
Directors do not have confidence in Deltic's ability to raise sufficient funds
through an issue of equity. The Deltic Directors also believe that, given the
stage of Deltic's investments, providers of debt finance would be unwilling to
provide the required debt facilities to Deltic.
· Against this backdrop, the Deltic Directors believe that the
Acquisition represents certainty for Deltic Shareholders in relation to the
future of Deltic. The Deltic Directors also believe that, in the absence of
alternative funding to settle the deferred liabilities and the Acquisition
progressing, Deltic would be in an extremely challenging financial position,
and the Deltic Directors may have no option but to place Deltic into
administration. Should administrators be appointed, it is not known how much,
if any, value would be returned to Deltic Shareholders.
· The Deltic Directors have also considered NEO NEXT+'s stated
intentions for Deltic's business, assets, management and staff and other
stakeholders of Deltic.
Following careful consideration of the financial terms of the Acquisition, the
combination of value and certainty that the terms of the Acquisition provide
to Deltic Shareholders and the factors noted above, the Deltic Directors
intend to unanimously recommend the Acquisition to the Deltic Shareholders.
Irrevocable Undertakings
NEO NEXT+ has received irrevocable undertakings to vote in favour (or procure
the voting in favour, as applicable) of the Scheme at the Court Meeting and
the Deltic Resolution(s) at the General Meeting from:
· IPGL Limited in respect of 14,678,781 Deltic Shares, representing
approximately 15.77 per cent. of the ordinary share capital of Deltic in issue
as at the Latest Practicable Date;
· RockRose Energy Limited in respect of 3,592,880 Deltic Shares,
representing approximately 3.86 per cent. of the ordinary share capital of
Deltic in issue as at the Latest Practicable Date;
· Lord Spencer of Alresford in respect of 2,855,357 Deltic Shares,
representing approximately 3.07 per cent. of the ordinary share capital of
Deltic in issue as at the Latest Practicable Date; and
· Sarah Flavell in respect of 30,172 Deltic Shares, representing
approximately 0.03 per cent. of the ordinary share capital of Deltic in issue
as at the Latest Practicable Date.
The Directors of Deltic have also given irrevocable undertakings to vote in
favour of the Scheme at the Court Meeting and the Deltic Resolution(s) at the
General Meeting in respect of an additional 240,336 Deltic Shares,
representing approximately 0.26 per cent. of the ordinary share capital of
Deltic in issue as at the Latest Practicable Date.
NEO NEXT+ has therefore received, in aggregate, irrevocable undertakings in
respect of 21,397,526 Deltic Shares, representing approximately 22.98 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.
Further details of these irrevocable undertakings, including the circumstances
in which they may lapse, are set out in paragraph 7 of this Announcement and
in Appendix 3 to this Announcement.
Information relating to NEO NEXT+
NEO NEXT+ is a private company limited by shares. It was incorporated on 11
February 2025 in Scotland with company number SC279865 and is registered under
the Companies Act 2006. The address of its registered office is The Silver
Fin Building (9th Floor), 455 Union Street, Aberdeen, United Kingdom, AB11
6DB.
NEO NEXT+ is a holding company within the Wider NEO NEXT+ Group and holds
investments in companies which are focused on the development and production
of oil and gas fields in the United Kingdom Continental Shelf ("UKCS").
The Wider NEO NEXT+ Group is the largest oil and gas producer on the UKCS with
a 2P reserve base of 454.5 mmboe as at 31 December 2025 1 (#_ftn1) . The
Wider NEO NEXT+ Group has well established technical knowledge and expertise
across both operated and non-operated assets. The Wider NEO NEXT+ Group is
currently the operator of 32 producing fields and 1 terminal in the UK North
Sea, these include the largest two producing assets in the UKCS, the Culzean
field and Elgin-Frankin area.
Information relating to Deltic
Deltic is an AIM quoted natural resources investing company which has invested
in a number of offshore oil and gas assets in the UK and is focused on
realising the additional exploration potential of this proven hydrocarbon
province.
Timetable and Conditions
· It is intended that the Acquisition will be
effected by way of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act. However, NEO NEXT+ reserves the right to elect to implement
the Acquisition by way of a Takeover Offer (subject to the consent of the
Panel).
· The Acquisition is conditional on, among other
things, the approval of the requisite majority of the Scheme Shareholders at
the Court Meeting and Deltic Shareholders at the General Meeting. In order to
become Effective, the Scheme must be approved by a majority in number of the
Scheme Shareholders present and voting at the Court Meeting, either in person
or by proxy, representing at least 75 per cent. in value of the Scheme Shares
voted. In addition, the approval of the Deltic Resolution(s) by Deltic
Shareholders representing at least 75 per cent. of votes cast at the General
Meeting (expected to be held immediately after the Court Meeting) is also
required for the implementation of the Scheme. In addition, following the
Court Meeting, the Scheme must be sanctioned by the Court. Finally, a copy of
the Court Order must be delivered to the Registrar of Companies, upon which
the Scheme will become Effective. The Scheme must become Effective by no later
than the Long Stop Date.
· The Acquisition will be made in accordance with
the Takeover Code and on the terms and subject to the Conditions which are set
out in Appendix 1 to this Announcement, including the NSTA Condition, and on
the further terms and conditions that will be set out in the Scheme Document.
· It is expected that, the Scheme Document,
containing further information about the Acquisition and notices of the Court
Meeting and the General Meeting, and which will be accompanied by the forms of
proxy, will be published as soon as reasonably practicable, and in any event
within 28 days of this Announcement (or such later time as NEO NEXT+, and
Deltic agree, and the Panel consents). The Scheme Document will specify the
actions to be taken by Deltic Shareholders and will contain an expected
timetable for the implementation of the Scheme.
· The Scheme is expected to become Effective in Q3
of 2026, subject to the satisfaction or, where permitted, waiver of the
Conditions set out in Appendix 1 to this Announcement.
Commenting on the Acquisition, John Knight, Chairman of NEO NEXT+, said:
"The acquisition of Deltic is consistent with our stated objective of
continuing to consolidate ownership positions in the UK North Sea. This
transaction represents the 6(th) transaction of the Wider NEO NEXT+ Group
since the beginning of 2025. The Deltic portfolio offers attractive future
development potential which we will integrate into our wider portfolio of
opportunities. We thank the Deltic team for their co-operation and look
forward to working with them to conclude this transaction."
Commenting on the Acquisition, Andrew Nunn, CEO of Deltic, said:
"The last 12 months has been a period of significant uncertainty for Deltic,
its shareholders, employees and other stakeholders. Following the lapsing of
the proposed acquisition of Deltic by RockRose Energy Limited, we received a
number of approaches in relation to Deltic and its assets. NEO NEXT+'s offer
represents the best value and certainty for Deltic shareholders, and we are
therefore delighted to have reached agreement on the terms of the Acquisition
which should also provide a good home for the quality assets the Deltic team
has progressed in recent years."
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement and its Appendices. The Acquisition will be subject
to the Conditions and further terms set out in Appendix 1 to this Announcement
and to the full terms and conditions which will be set out in the Scheme
Document. Appendix 2 to this Announcement contains the sources of information
and bases of calculations of certain information contained in this
Announcement. Appendix 3 contains a summary of the irrevocable undertakings
received in relation to this Acquisition. Appendix 4 contains definitions of
certain expressions used in this summary and in this Announcement.
Enquiries:
NEO NEXT+ +44 12 2429 7000
Robert Gair
Andrew McIntosh
Peel Hunt (Financial Adviser to NEO NEXT+)
Richard Crichton +44 20 7418 8900
Michael Nicholson
Georgia Langoulant
Camarco (PR Adviser to NEO NEXT+) +44 (0) 20 3757 4980
Billy Clegg
Sam Morris
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
Pinsent Masons LLP is acting as legal adviser to NEO NEXT+. DAC Beachcroft LLP
is acting as legal adviser to Deltic.
Important notices about financial advisers
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively as financial adviser to NEO NEXT+
and no one else in connection with the Acquisition and will not be responsible
to anyone other than NEO NEXT+ for providing the protections afforded to
clients of Peel Hunt nor for providing advice in relation to the Acquisition
or any other matters referred to in this Announcement. Neither Peel Hunt 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 Peel Hunt 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 including the
Acquisition 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 relation to the Acquisition or any other the matters
referred to in this Announcement. 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.
Inside Information
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 (together, "UK MAR"). Upon the
publication of this announcement via a Regulatory Information Service, this
inside information will be considered to be in the public domain. For the
purposes of UK MAR, the person responsible for arranging for the release of
this information on behalf of Deltic is Andrew Nunn, Chief Executive Officer.
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 otherwise; or the solicitation of any vote or approval in any
jurisdiction pursuant to the 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 prepare the Scheme Document to be distributed to Deltic
Shareholders. Deltic and NEO NEXT+ 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 for the purposes of PRM 1.4.1R or 1.4.9R of the Prospectus Rules.
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 NEO NEXT+ 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 Market Abuse Regulation, the Disclosure Guidance
and Transparency Rules, the Prospectus Rules, the London Stock Exchange, the
FCA and the AIM Rules.
Additional information for US investors
The Acquisition relates to the shares of an English company with a listing on
AIM and is proposed to be implemented pursuant to 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 procedural and disclosure requirements and practices applicable in the
United Kingdom to schemes of arrangement which differ from the requirements of
the US tender offer and proxy solicitation rules.
If, in the future, NEO NEXT+ exercises its right to implement the Acquisition
by way of a Takeover Offer and determines to extend such Takeover Offer, such
Takeover Offer will be made in compliance with all applicable US laws and
regulations, including, without limitation, to the extent applicable, Section
14(e) of the US Exchange Act and Regulation 14E thereunder. Such a Takeover
Offer would be made in the US by NEO NEXT+ and no one else.
In the event that the Acquisition is implemented by way of Takeover Offer, in
accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b)
of the US Exchange Act (if applicable), NEO NEXT+, 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.
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 NEO NEXT+ and Deltic are located in non-US
jurisdictions, and some or all of their officers and directors may be
residents of, and some or all of their assets may be located in, non-US
jurisdictions. US holders of Deltic Shares may have difficulty effecting
service of process within the United States upon those persons or recovering
against judgments of US courts, including judgments based upon the civil
liability provisions of the US federal securities laws. 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.
The financial information included in this Announcement, or that may be
included in the Scheme Document, has been prepared in accordance with
accounting standards applicable in the United Kingdom and thus may not be
comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the US ("US GAAP"). US GAAP differs in certain
significant respects from accounting standards applicable in the United
Kingdom. None of the financial information in this Announcement has been
audited in accordance with auditing standards generally accepted in the United
States or the auditing standards of the Public Company Accounting Oversight
Board (United States).
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 may be a taxable transaction for US federal income tax purposes,
and may also be a taxable transaction under applicable state and local tax
laws, as well as foreign and other tax laws. In particular, US holders of
Deltic Shares should be aware that Deltic may be classified as a Passive
Foreign Investment Company ("PFIC") for US federal income tax purposes, which
could result in adverse US federal income tax consequences. Each US holder
of Deltic Shares is urged to consult its independent professional adviser
immediately regarding the tax consequences of the Acquisition, including the
potential application of the PFIC rules.
Forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by NEO NEXT+ or Deltic may contain statements about NEO
NEXT+ 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 NEO NEXT+'s
or Deltic's operations and potential synergies resulting from the Acquisition;
and (iii) the effects of government regulation on NEO NEXT+'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 NEO NEXT+ 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 NEO NEXT+ 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 NEO NEXT+ 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.
NEO NEXT+ 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.
No profit forecasts, profit estimates or quantified financial benefit
statements
No statement in this Announcement is intended as, or is to be construed as, a
profit forecast, profit estimate or quantified financial benefit statement for
any period and no statement in this Announcement should be interpreted to mean
that earnings or earnings per share for Deltic for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for Deltic.
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.
Publication on website
A copy of this Announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code will be available, free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, on NEO NEXT+'s website at https://neonextplus.com/ and 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.
For the avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this Announcement.
Information relating to Deltic Shareholders
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 NEO NEXT+ during the Offer Period as required under Section 4
of Appendix 4 of the Takeover Code.
Right to receive documents in hard copy form
Deltic Shareholders, participants in the Deltic Share Option Plan and persons
with information rights may request a hard copy of this Announcement, free of
charge, by contacting Deltic's registrars, Share Registrars Limited, on +44
1252 821390, or by submitting a request in writing to Share Registrars
Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX. If
calling from outside of the UK, please ensure the country code is used. Calls
are charged at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international
rate. Lines are open between 8.30 am and 5.00pm (London time), Monday to
Friday (except public holidays). 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 are sent to them in hard copy form. Please note that Share
Registrars Limited cannot provide any financial, legal or tax advice and calls
may be recorded and monitored for security and training purposes.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
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.
Rule 2.9 information
For the purposes of Rule 2.9 of the Takeover Code, Deltic confirms that, as at
the Latest Practicable Date, it has in issue 93,096,600 ordinary shares of 10
pence each. The International Securities Identification Number for Deltic is
GB00BNTY2N01.
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
FOR IMMEDIATE RELEASE
7 May 2026
RECOMMENDED CASH ACQUISITION OF
DELTIC ENERGY PLC ("DELTIC" OR THE "COMPANY")
BY
NEO NEXT+ ENERGY UPSTREAM UK LIMITED ("NEO NEXT+")
to be effected by means of a Scheme of Arrangement under Part 26 of the
Companies Act 2006
1 Introduction
The boards of NEO NEXT+ and Deltic are pleased to announce that they have
reached agreement on the terms of a recommended cash acquisition of the entire
issued and to be issued ordinary share capital of Deltic (the "Acquisition").
It is intended that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
2 The Acquisition
Under the terms of the Scheme, which will be subject to the Conditions and
other terms set out in this Announcement and to the full terms and conditions
to be set out in the Scheme Document, Deltic Shareholders will be entitled to
receive:
For each Deltic
Share:
7.7 pence in cash
(the "Cash Consideration")
The Cash Consideration represents a premium of approximately 156.7 per cent.
to the Closing Price of 3.0 pence per Deltic Share on 21 April 2026 (being the
last trading day before the commencement of the Offer Period).
The Acquisition values the entire issued and to be issued share capital of
Deltic at approximately £7.2 million on a fully diluted basis.
If, on or after the date of this Announcement and on or prior to the Effective
Date, any dividend and/or other distribution and/or return of capital is
authorised, declared, made or paid or becomes payable in respect of Deltic
Shares, NEO NEXT+ reserves the right to reduce the Cash Consideration payable
under the terms of the Acquisition by an amount equal to all or part of any
such dividend and/or other distribution and/or return of capital, in which
case Deltic Shareholders would be entitled to receive and retain any such
dividend and/or other distribution and/or return of capital authorised,
declared, made or paid.
If and to the extent that any such dividend, distribution or return of value
is authorised, declared, made or paid or becomes payable on or prior to the
Effective Date, and NEO NEXT+ exercises its rights under this paragraph 2 to
reduce the Cash Consideration payable under the terms of the Acquisition, NEO
NEXT+ shall make an announcement in respect of the exercise of that right and
any reference in this Announcement to the Cash Consideration payable under the
terms of the Acquisition shall be deemed to be a reference to the Cash
Consideration as so reduced. Any exercise by NEO NEXT+ of its rights referred
to in this paragraph shall not be regarded as constituting any revision or
variation of the terms of the Scheme or the Acquisition.
In connection with the Acquisition, NEO NEXT+ has agreed to provide a bridging
loan of up to £2.9 million (the "Bridge Financing") to replace the bridging
loan provided to Deltic in connection with the RockRose Offer, including any
fees, costs and expenses due and payable to RockRose in relation to such
repayment (further details of which are set out in paragraph 13 below).
In addition, in consideration for Deltic engaging in discussions with NEO
NEXT+ in connection with the Acquisition, NEO NEXT+ has undertaken to pay, or
procure the payment of, certain costs reasonably and properly incurred by
Deltic, in the event that the Acquisition does not complete due to the
occurrence of certain trigger events (further details of which are set out in
paragraph 13 below).
It is intended that the Acquisition will be effected by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
However, NEO NEXT+ reserves the right to elect to implement the Acquisition by
way of a Takeover Offer (subject to the consent of the Panel).
It is expected that the Scheme Document (including details of the Court
Meeting and the General Meeting), and the forms of proxy accompanying the
Scheme Document, will be published as soon as reasonably practicable, and in
any event within 28 days of this Announcement (or such later time as NEO NEXT+
and Deltic agree, and the Panel consents) and the Scheme will become Effective
in Q3 of 2026, subject to the satisfaction or, where permitted, waiver of the
Conditions set out in the Appendix 1 to this Announcement.
An expected timetable of principal events relating to the Acquisition and
further information on the actions to be taken by the Deltic Shareholders will
be provided in the Scheme Document.
3 Background to and reasons for the Acquisition
The Wider NEO NEXT+ Group is the largest oil and gas producer in the UK North
Sea and has grown rapidly through both acquisition and organic growth. Since
the beginning of 2025 the Wider NEO NEXT+ Group has announced five
transactions to consolidate its interests in the UK North Sea, namely:
· Strategic merger with Repsol Resources UK;
· Corporate acquisition of Gran Tierra North Sea
Limited;
· Asset acquisition of 32% interest in Culzean;
· Strategic merger with TotalEnergies' UK business;
· Corporate acquisition of Sojitz Energy
Development Limited.
The Wider NEO NEXT+ Group's ambition is to be a safe, top-tier operator on the
UK Continental Shelf that generates leading financial returns.
The proposed acquisition of Deltic is consistent with this ambition and
continues the Wider NEO NEXT+ Group strategy to grow its UK North Sea
business.
4 Deltic's strategy today
Deltic's strategy as an investing company has been focussed on the
identification and maturation of new or overlooked exploration activities in
the UK North Sea with a particular focus on the Southern North Sea Gas basin.
Deltic typically identified opportunities and applied for licences at 100%
working interest, with the intention of reducing capital exposure to the
projects by bringing partners to fund key aspects of the work programme
including seismic acquisition and exploration drilling activities with the
option to crystallise value from the assets prior to incurring the costs
associated with offshore developments. This approach saw Deltic successfully
farm-out a number of licences to established partners, two 3D seismic surveys
acquired and two exploration wells drilled, both of which resulted in major
discoveries at Pensacola and Selene.
Given the uncertain fiscal and policy environment which has persisted in
recent years in the UK, it has become extremely challenging to both continue
funding the Deltic business model via the equity markets or to realise
significant value from exploration success.
5 Recommendation
The Deltic Directors, who have been so 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 have 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 intend to unanimously recommend that the
Deltic Shareholders vote (or procure votes) in favour of the Scheme at the
Court Meeting and vote (or procure votes) in favour of the Deltic
Resolution(s) 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. The
irrevocable undertakings given by the Deltic Directors remain binding in the
event a higher competing offer is made for Deltic by a third party.
6 Considerations for the Recommendation
Since 2014, Deltic has been focussed on its UK gas exploration strategy which
has delivered material success, including farm-outs to Shell, Capricorn Energy
and Dana Petroleum and two significant gas discoveries in the Southern North
Sea at Pensacola and Selene. However, this success has come against a backdrop
of volatile oil and gas prices, significant inflationary pressures, an
unpredictable UK fiscal regime since the introduction of the Energy Profits
Levy in 2022 and the election of a UK government which has further undermined
the UK's domestic oil and gas industry by pledging to end exploration
licencing and banning drilling for new oil and gas fields in UK waters.
The Deltic Directors consider that continuing uncertainty around the UK
government's support for the domestic oil and gas industry has undermined
investor confidence in the sector. This ongoing uncertainty has been
especially difficult for smaller exploration or development focussed oil and
gas companies which are pre-revenue, many of which have suffered a material
erosion in valuation and share liquidity since early 2024.
The 25 per cent. non-operated interest in the Selene discovery represents a
material asset for Deltic with material long term cash-flow potential,
although it will require substantial additional investment for studies and
development capital expenditure prior to delivery of first gas which is
currently estimated in early 2031. While debt facilities or gas sales
pre-payment options may potentially be available to satisfy the majority of
Deltic's capital requirements following a final investment decision, expected
in mid-2029, the Deltic Directors consider that Deltic would be wholly reliant
on equity funding until that point.
Deltic has accrued debt and deferred liabilities totalling in excess of £5.5
million, including (i) a £2.7 million bridge facility with RockRose in
connection with the RockRose Offer (the "RockRose Facility") which, as a
result of the Acquisition being announced today, is due for repayment on 21
May 2026 and is being replaced by the Bridge Financing; and (ii) deferred
payment agreements with Adura in relation to Pensacola, and Shell in relation
to Selene, which become payable from September 2026 in relation to Pensacola
and the end of August 2026 or on a change of control in relation to Selene.
These deferred payment agreements represent a significant deferred liability
for Deltic that becomes due for payment prior to first revenues from a
potential Selene development in 2031.
Deltic has fully drawn the funds available under the RockRose Facility. It was
originally envisaged that funds from this facility would be used to settle
outstanding sums owed to Shell in relation to Selene drilling costs and the
Pensacola deferred payment agreement. Given the extended regulatory approval
period experienced following the announcement, and prior to the lapse, of the
RockRose Offer, the funds available under that facility were diverted to meet
the general working capital needs of Deltic and ensuring it remained funded
for day-to-day operations.
On 12 December 2025, Deltic announced that it had entered into a deferred
payment agreement with Shell U.K. Limited as operator of the P2437 Selene
licence, in relation to the payment of: (i) in aggregate, £1,530,320, being
the sums that have accrued to Deltic's account in relation to the successful
Selene exploration well from April 2025 to October 2025; and (ii) any further
sums accruing to Deltic in relation to Selene after October 2025.
Under the deferred repayment agreement with Shell, Deltic's payment of these
amounts to Shell U.K. Limited was originally deferred to 27 February 2026 and
most recently extended to 27 August 2026. Deltic may request further
extensions of this date for a total of up to nine months from 27 February
2026, with the decision to grant any such extensions being at Shell U.K.
Limited's sole discretion.
In September 2024, Deltic agreed a deferred repayment agreement with its
Pensacola joint venture partners whereby Deltic has a 24-month period from
September 2024 to repay £0.9 million due to the joint venture. This agreement
was subsequently assigned to Adura following the transfer of certain Shell and
Equinor UKCS assets into the newly-formed Adura.
It is against this backdrop of continued and increasing cost exposure
associated with the development of Selene and a lack of confidence in the
equity market's willingness to continue funding UK projects before further
clarity is provided by the UK government, that the Deltic Directors have been
considering the financial terms of the Acquisition and whether to recommend it
to Deltic Shareholders. The Deltic Directors took into account a number of
factors, including that:
· Despite the quality of the Selene discovery and the current
partnership group, there remains a number of significant stage gates in the
process of achieving an FID on Selene. Any one of these could lead to the
project being cancelled or delayed in response to external events, including
further changes to UK government policy, the regulatory regime, the gas price
environment and/or capital availability within the joint venture group.
· The cash value per Deltic Share to be received pursuant to the
Acquisition represents a premium of 156.7 per cent. to the Closing Price of
3.0 pence per Deltic Share on 21 April 2026 (being the last trading day before
the commencement of the Offer Period).
· The Acquisition provides Deltic Shareholders with the opportunity
to realise an immediate and certain cash value. The Deltic Directors recognise
the market in Deltic Shares over the last year has been relatively illiquid,
making it difficult for Deltic Shareholders to realise their investment should
they wish to do so.
· As at 31 December 2025, as a result of drawing down funds
available under the RockRose Facility, Deltic had unaudited cash resources
totalling £1.65 million. Subsequent to that period end, the cash position of
Deltic has reduced as a result of normal operational expenditure such that, as
at 31 March 2026, Deltic's unaudited cash balance was c. £1.0 million.
· Deltic expects to receive a payment of $1 million (or c.
£800,000) from Dana Petroleum in relation to its 2024 farm-in to Selene in
May 2026, contingent only on Dana Petroleum remaining a partner in relation to
the P2437 licence beyond 12 May 2026.
· Whilst cash levels continue to be carefully managed, in the
absence of the Acquisition proceeding, the Deltic Directors anticipate that
Deltic would be required to raise additional capital before August 2026 to:
(i) continue to fund Deltic's share of the Selene work program until value can
be realised from the Selene asset; (ii) allow Deltic to cover its existing and
potential additional deferred liabilities to RockRose, Shell and Adura and
(iii) to cover Deltic's general corporate costs beyond Q3 2026.
· In light of Deltic's requirement to access additional capital
during August 2026, the Deltic Board has explored the potential options to
fund the business until first revenues on Selene could potentially be
achieved, including assessing the possibility of an equity fundraise. However,
given the difficult market conditions referred to above and having discussed
with Deltic's largest shareholder and previously with other potential existing
and new investors their appetite to provide further funding, the Deltic
Directors do not have confidence in Deltic's ability to raise sufficient funds
through an issue of equity. The Deltic Directors also believe that, given the
stage of Deltic's investments, providers of debt finance would be unwilling to
provide the required debt facilities to Deltic.
· Against this backdrop, the Deltic Directors believe that the
Acquisition represents certainty for Deltic Shareholders in relation to the
future of Deltic. The Deltic Directors also believe that, in the absence of
alternative funding to settle the deferred liabilities and the Acquisition
progressing, Deltic would be in an extremely challenging financial position,
and the Deltic Directors may have no option but to place Deltic into
administration. Should administrators be appointed, it is not known how much,
if any, value would be returned to Deltic Shareholders.
· The Deltic Directors have also considered NEO NEXT+'s stated
intentions for Deltic's business, assets, management and staff and other
stakeholders of Deltic.
Following careful consideration of the financial terms of the Acquisition, the
combination of value and certainty that the terms of the Acquisition provide
to Deltic Shareholders and the factors noted above, the Deltic Directors
intend to unanimously recommend the terms of the Acquisition.
7 Irrevocable undertakings
NEO NEXT+ has received irrevocable undertakings to vote in favour (or procure
the voting in favour, as applicable) of the Scheme at the Court Meeting and
the Deltic Resolution(s) at the General Meeting from:
· IPGL Limited in respect of 14,678,781 Deltic Shares, representing
approximately 15.77 per cent. of the ordinary share capital of Deltic in issue
as at the Latest Practicable Date;
· RockRose Energy Limited in respect of 3,592,880 Deltic Shares,
representing approximately 3.86 per cent. of the ordinary share capital of
Deltic in issue as at the Latest Practicable Date;
· Lord Spencer of Alresford in respect of 2,855,357 Deltic Shares,
representing approximately 3.07 per cent. of the ordinary share capital of
Deltic in issue as at the Latest Practicable Date; and
· Sarah Flavell in respect of 30,172 Deltic Shares, representing
approximately 0.03 per cent. of the ordinary share capital of Deltic in issue
as at the Latest Practicable Date.
The Directors of Deltic have also given irrevocable undertakings to vote in
favour of the Scheme at the Court Meeting and the Deltic Resolution(s) at the
General Meeting in respect of an additional 240,336 Deltic Shares,
representing approximately 0.26 per cent. of the ordinary share capital of
Deltic in issue as at the Latest Practicable Date.
NEO NEXT+ has therefore received, in aggregate, irrevocable undertakings in
respect of 21,397,526 Deltic Shares, representing approximately 22.98 per
cent. of Deltic's ordinary share capital in issue as at the Latest Practicable
Date.
Further details of these irrevocable undertakings, including the circumstances
in which they may lapse, are set out in Appendix 3 to this Announcement.
8 Information relating to NEO NEXT+
NEO NEXT+ is a private company limited by shares. It was incorporated on 11
February 2025 in Scotland with company number SC279865 and is registered under
the Companies Act 2006. The address of its registered office is The Silver
Fin Building (9th Floor), 455 Union Street, Aberdeen, United Kingdom, AB11
6DB.
NEO NEXT+ is a holding company within the Wider NEO NEXT+ Group and holds
investments in companies which are focused on the development and production
of oil and gas fields in the United Kingdom Continental Shelf ("UKCS").
The Wider NEO NEXT+ Group is the largest oil and gas producer on the UKCS with
a 2P reserve base of 454.4 mmboe as at 31 December 2025 2 (#_ftn2) . The
Wider NEO NEXT+ Group has well established technical knowledge and expertise
across both operated and non-operated assets. The Wider NEO NEXT+ Group is
currently the operator of 32 producing fields assets and 1 terminal in the UK
North Sea, these include the largest two producing assets in the UKCS, the
Culzean field and Elgin-Frankin area.
9 Information relating to Deltic
Deltic is an AIM quoted natural resources investing company which has invested
in a number of offshore oil and gas assets in the UK and is focused on
realising the additional exploration potential of this proven hydrocarbon
province.
Deltic has interests in three offshore licences and further exploration
potential has been identified within the existing licence portfolio. Deltic's
exploration experience and licence portfolio is primarily focused on future
gas production given the increasing importance of natural gas in the
transition to a low carbon future.
10 Strategic plans with regard to the directors,
management, employees, pensions, locations and business of the Deltic Group
10.1 Strategic plans for Deltic
NEO NEXT+ views the licence interests held by Deltic as being complementary to
its existing portfolio and intends to continue to invest in and expand its
upstream operations in the UK North Sea.
NEO NEXT+ therefore intends to integrate Deltic's licence interests within its
wider UK portfolio of producing and development assets. NEO NEXT+ intends to
work with the operator, Shell, to assess potential development of the Selene
discovery, which could contribute to NEO NEXT+ Group's near-term production
growth in the UK. In addition, the Dewar exploration opportunity is close to
existing NEO NEXT+ infrastructure in the Central North Sea and, if successful,
could add to near-term production and extend the life of the potential host
facilities. As mentioned in paragraph 2 of this Announcement, NEO NEXT+
would be providing funding arrangements to enable Deltic to meet its
obligations under its existing licences.
10.2 Management and employees of Deltic
NEO NEXT+ recognises the technical experience and expertise of Deltic's
employees and, subject to the plans set out in this paragraph 10.2, expects
that the existing employees of Deltic will contribute to the future long-term
success of the NEO NEXT+ Group.
It is expected that the non-executive directors of Deltic will resign with
effect from completion of the Acquisition. It is also expected that, upon
completion of the Acquisition, the Chief Executive Officer will resign as a
director of the Company and that the Chief Executive Officer shall exit the
Deltic Group with effect from completion of the Acquisition. Following
completion of the Acquisition, NEO NEXT+ intends to undertake a detailed
review of resourcing requirements within six months of closing of the
Acquisition which may result in certain roles being reassigned within the
Wider NEO NEXT+ Group or result in potential headcount reductions or material
changes to their conditions of employment, as required to align with NEO
NEXT+'s operating model.
NEO NEXT+ intends to relocate Deltic's London headquarters to NEO NEXT+'s
London headquarters, as described below.
As a result of this assessment, it is intended that there will be a reduction
of up to four positions from Deltic's seven-person headcount, including
non-executive directors.
As Deltic's operations expand under NEO NEXT+'s ownership, additional business
support functions for the Deltic Group may be required and may be established
as part of the NEO NEXT+ Group. Any headcount reductions would be carried out
in accordance with applicable law, including any applicable information and
consultation obligations. Despite this, NEO NEXT+ believes that it is
well-positioned to materially accelerate the development of Deltic's
portfolio, which would in turn create greater employment opportunities for
existing and future employees over the longer term.
10.3 Existing rights and pensions
Following the Scheme becoming Effective, the existing contractual and
statutory rights of all Deltic management and employees will be honoured and
will be fully safeguarded in accordance with applicable law.
In accordance with the requirements of the Code, NEO NEXT+ and its
subsidiaries confirm that they do not intend to seek or implement, as a result
of the Acquisition, any material changes regarding the continued employment of
the employees and management of NEO NEXT+ or its subsidiaries, including any
material change in the conditions of employment or in the balance of the
skills and functions of those employees and management.
Deltic operates defined contribution pension arrangements for qualifying
employees. NEO NEXT+ intends that these arrangements will continue following
completion and does not intend to make any material changes to the existing
employer pension contribution arrangements.
10.4 Incentivisation arrangements
Following the Scheme becoming Effective, NEO NEXT+ intends to review Deltic's
management and employee incentivisation arrangements. NEO NEXT+ has not
entered into, and has not had any discussions in relation to, any proposals to
enter into any new incentivisation arrangements with members of Deltic's
management or employees but intends to have discussions with respect to such
arrangements following the Effective Date.
10.5 Headquarters, locations, fixed assets and research and
development
Following completion of the Acquisition, NEO NEXT+ intends to relocate
Deltic's London headquarters and any remaining headquarter functions to NEO
NEXT+'s offices in London. NEO NEXT+ does not intend to make any other
material changes to Deltic's fixed assets.
Deltic does not have any research and development functions and NEO NEXT+ does
not intend to establish such functions.
Following completion of the Acquisition and other than the growth strategy
outlined earlier in this announcement, NEO NEXT+ does not expect there to be
any impact on the strategic plans, management, employees and locations of the
NEO NEXT+ group's existing business including its group's headquarters and
headquarters function.
10.6 Trading facilities
Deltic Shares are currently admitted to trading on AIM. It is intended that on
or shortly after the Effective Date a request will be made to the London Stock
Exchange to cancel trading in Deltic Shares and to cancel the admission of the
Deltic Shares to trading on AIM, following which Deltic would be re-registered
as a private limited company.
None of the statements in paragraphs 10.1 to 10.6 are "post-offer
undertakings" for the purposes of Rule 19.5 of the Takeover Code.
11 Deltic Share Option Plan
Participants in the Deltic Share Option Plan will be contacted regarding the
effect of the Acquisition on their rights under the Deltic Share Option Plan
and appropriate proposals, which reflect their rights under the Deltic Share
Option Plan, will be made to such participants in due course. Details of the
impact of the Scheme on the Deltic Share Option Plan and the proposals will be
set out in the Scheme Document and in separate letters to be sent to
participants in the Deltic Share Option Plan.
However, in summary, options granted under Deltic's Share Option Plan have
exercise prices higher than the Cash Consideration being offered by NEO NEXT+
for Deltic Shares under the terms of the Acquisition. As a result, no options
are expected to be exercised.
12 Financing
The Cash Consideration payable by NEO NEXT+ under the terms of the Acquisition
will be funded from NEO NEXT+'s existing cash resources. Peel Hunt, in its
capacity as financial adviser to NEO NEXT+, is satisfied that sufficient
resources are available to NEO NEXT+ to enable it to satisfy in full the Cash
Consideration payable under the terms of the Acquisition.
13 Offer-related arrangements
Confidentiality Agreement
On 29 April 2026, NEO NEXT+ and Deltic entered into a confidentiality
agreement (the "Confidentiality Agreement") in connection with the
Acquisition, pursuant to which, amongst other things, NEO NEXT+ has undertaken
to keep confidential information relating to Deltic and/or to the Acquisition
and not to disclose it to third parties (with certain exceptions) and to use
such confidential information only in connection with the Acquisition. These
confidentiality obligations will remain in force until the earlier of
completion of the Acquisition and 24 months from the date of the
Confidentiality Agreement, except where expressly provided otherwise in the
terms of the Confidentiality Agreement.
Cost Coverage Agreement
On 7 May 2026, NEO NEXT+ and Deltic entered into a cost coverage agreement
(the "Cost Coverage Agreement") in connection with the Acquisition. Pursuant
to the Cost Coverage Agreement, NEO NEXT+ has undertaken to pay, or procure
the payment of, Deltic's reasonably and properly incurred legal, financial,
and related professional advisory fees, costs, and expenses in connection with
the Acquisition up to and including the date on which any of the following
events occur:
· prior to the release of this Announcement, NEO NEXT+ (i) ceases
discussions and negotiations regarding the Acquisition or (ii) materially
changes the terms of the Acquisition;
· NEO NEXT+ announces that it does not intend to make or proceed
with the Acquisition and no new, revised or replacement Scheme or Takeover
Offer is announced in accordance with Rule 2.7 of the Takeover Code at the
same time;
· following release of this Announcement, a Condition has become
incapable of fulfilment or satisfaction (unless such Condition has become
incapable of fulfilment or satisfaction as a direct result of Deltic failing
to provide information within its control to NEO NEXT+ or to a third party and
which is required to be provided in connection with any third party
clearances); or
· if the Scheme is withdrawn or lapses, or the Takeover Offer
lapses, for the purposes of the Takeover Code,
(each, a "Trigger Event").
The costs undertaking is capped at a maximum aggregate amount of £550,000
(excluding any amounts of VAT payable thereon).
The costs undertaking shall not apply if, prior to a Trigger Event occurring,
(i) a Recommended Third Party Offer is made, (ii) there is a Deltic Board
Adverse Recommendation Change, (iii) a Competing Proposal completes, becomes
effective or becomes or is declared unconditional or (iv) the Scheme becomes
incapable of becoming effective as a result of the failure to obtain the
requisite majorities of shareholder approval by the Deltic Shareholders at the
shareholder meetings required to approve or implement the Scheme (including
the General Meeting and the Court Meeting), provided that such failure is not
attributable to certain actions or omissions of NEO NEXT+.
Bridge Financing and Facility Letter
On 7 May 2026, in connection with the Acquisition, NEO NEXT+ entered into the
Facility Letter with Deltic. Pursuant to the terms of the Facility Letter, NEO
NEXT+ has agreed to make available to Deltic a term loan facility of up to
£2.9 million. The Bridge Financing will be available to be used solely for
the repayment of the existing RockRose Facility, including any fees, costs and
expenses in relation to such repayment. The Bridge Financing will (subject to
customary conditions at the time of such utilisation) be available to Deltic
to draw down by serving a utilisation request no later than 9.30 a.m. on the
Business Day prior to the proposed date on which the loan is to be made.
Deltic may not reborrow any part of the Bridge Financing which has been
repaid.
Any drawn down amounts under the Bridge Financing shall be repayable two years
from the date of the Facility Letter unless any of the following occurs before
that time, in which case the Bridge Financing will be required to be repaid in
full within ten Business Days upon such occurrence:
· any Recommended Third Party Offer;
· the sale of all or substantially all of the assets of Deltic
whether in a single transaction or a series of related transactions; or
· it becomes illegal for NEO NEXT+ to fund or maintain its
participation in the financing.
Interest will accrue at a rate of 10 per cent. per annum on the principal
outstanding pursuant to the Facility Letter.
Pursuant to the terms of the Facility Letter, NEO NEXT+ has agreed to provide
a term loan facility to Deltic of up to £2.9 million. Deltic has agreed to
only use the Bridging Loan to repay the RockRose Facility.
14 Structure of the Acquisition
It is intended that the Acquisition will be implemented by means of a
Court-sanctioned scheme of arrangement between Deltic and the Scheme
Shareholders under Part 26 of the Companies Act. NEO NEXT+ reserves the right
to elect to effect the Acquisition by way of a Takeover Offer (subject to the
consent of the Panel).
The purpose of the Scheme is to provide for NEO NEXT+ to become the holder of
the entire issued and to be issued ordinary share capital of Deltic. This is
to be achieved by the transfer of the Scheme Shares to NEO NEXT+, in
consideration for which Scheme Shareholders will receive the Cash
Consideration on the basis set out in paragraph 2 of this Announcement.
The Cash Consideration payable under the terms of the Acquisition will be
dispatched to Deltic Shareholders within 14 days of the Effective Date.
Conditions to the Acquisition
The Acquisition is subject to the Conditions, certain further terms referred
to in Appendix 1 to this Announcement and the full terms and conditions to be
set out in the Scheme Document, and shall only become Effective if, among
other things, the following events occur on or before the Long Stop Date:
· a resolution to approve the Scheme is passed by a
majority in number of the Scheme Shareholders present and voting (and entitled
to vote) at the Court Meeting, either in person or by proxy, representing at
least 75 per cent. in value of the Scheme Shares voted by those Scheme
Shareholders;
· the Deltic Resolution(s) required to implement
the Acquisition are duly passed by Deltic Shareholders at the General Meeting
(which will require approval of Deltic Shareholders representing at least 75
per cent. of the votes validly cast at such General Meeting, either in person
or by proxy);
· following the Court Meeting and the General
Meeting, the Scheme is sanctioned by the Court (without modification, or with
modification on terms agreed by NEO NEXT+ and Deltic), and following such
sanction, a copy of the Court Order is delivered to the Registrar of
Companies; and
· satisfaction of the NSTA Condition.
The Conditions in paragraph 2 of Part 1 of Appendix 1 to this Announcement,
provide that the Scheme will lapse if:
· the Court Meeting and the General Meeting are not
held on or before the 22nd day after the expected date of such meetings to be
set out in the Scheme Document in due course (or such later date, if any, (a)
as NEO NEXT+ and Deltic may agree or (b) (in a competitive situation) as may
be specified by NEO NEXT+ with the consent of the Panel, and in each case that
(if so required) the Court may allow);
· the Sanction Hearing is not held on or before the
22nd day after the expected date of such hearing to be set out in the Scheme
Document in due course (or such later date, if any, (a) as NEO NEXT+ and
Deltic may agree or (b) (in a competitive situation) as may be specified by
NEO NEXT+ with the consent of the Panel, and in each case that (if so
required) the Court may allow); or
· the Scheme does not become Effective on or before
the Long Stop Date (or such later date, if any, (a) as NEO NEXT+ and Deltic
may agree or (b) (in a competitive situation) as may be specified by NEO NEXT+
with the consent of the Panel, and in each case that (if so required) the
Court may allow.
Effect of the Scheme and publication of the Scheme Document
Subject to the satisfaction (or, where applicable, waiver) of the Conditions
and the further terms set out in Appendix 1 to this Announcement, the Scheme
is expected to become Effective in Q3 of 2026.
Upon the Scheme becoming Effective: (i) it will be binding on all Scheme
Shareholders, regardless 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); and (ii) entitlements to Deltic Shares held within
the CREST system will be cancelled; and (iii) share certificates in respect of
Deltic Shares will cease to be valid. Deltic Shareholders shall be required to
return share certificates to Deltic or destroy them following the Effective
Date.
Any Deltic Shares issued before the Scheme Record Time will be subject to the
terms of the Scheme and any Deltic Shares issued following the Scheme Record
Time will be transferred to NEO NEXT+ (or as it may direct) in exchange for
the same consideration as would be due under the Scheme (in each case, subject
to the Scheme becoming Effective in accordance with its terms). The Deltic
Resolution(s) at the General Meeting will, amongst other things, provide that
the Deltic Articles be amended to incorporate provisions requiring any Deltic
Shares issued after the Scheme Record Time (other than to NEO NEXT+ and/or its
nominees) to be automatically transferred to NEO NEXT+ (and, where applicable,
for the Cash Consideration to be paid to the original recipient of the Deltic
Shares so issued) on the same terms as the Acquisition (other than terms as to
timings and formalities). The provisions of the Deltic Articles (as amended)
will avoid any person (other than NEO NEXT+ and its nominees) holding shares
in the capital of Deltic after the Effective Date.
Further details of the Scheme, including an expected timetable of principal
events relating to the Acquisition, will be set out in the Scheme Document.
The Scheme Document, together with the associated forms of proxy, will be made
available to Deltic Shareholders as soon as reasonably practicable, and in any
event within 28 days of this Announcement (or such later time as NEO NEXT+ and
Deltic may agree, and the Panel consents).
The Scheme will be governed by English law and is subject to the jurisdiction
of the Court. The Scheme will also be subject to the applicable requirements
of the Takeover Code, the Panel, the Market Abuse Regulation, the Disclosure
Guidance and Transparency Rules, the Prospectus Rules, the London Stock
Exchange, the FCA and the AIM Rules.
15 Cancellation of trading of shares and re-registration
It is intended that an application will be made to the London Stock Exchange
to cancel the admission to trading in Deltic Shares on AIM, with such
cancellation expected to take effect shortly after the Effective Date. The
last day of dealings in, and registration of transfers of, Deltic Shares on
AIM is expected to be the Business Day immediately prior to the Effective
Date, and no transfers will be registered after 6.00 pm (London time) on that
date.
On the Effective Date, share certificates in respect of Deltic Shares will
cease to be valid and entitlements to Deltic Shares held within the CREST
system will be cancelled. Deltic Shareholders shall be required to return
share certificates to Deltic or destroy them following the Effective Date.
It is also proposed that, following the Effective Date and after the
cancellation of its shares from trading, Deltic will be re-registered as a
private limited company under the relevant provisions of the Companies Act.
16 Disclosure of interests in Deltic
As at the close of business on the Latest Practicable Date, save for the
irrevocable undertakings referred to in paragraph 7 of this Announcement,
neither NEO NEXT+, nor any of its directors, nor, so far as NEO NEXT+ is
aware, any person acting in concert (within the meaning of the Takeover Code)
with any of them for the purposes of the Acquisition had:
16.1 any interest in or right to subscribe for any relevant
securities of Deltic;
16.2 any short positions in respect of relevant securities of
Deltic (whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery;
16.3 borrowed or lent any relevant securities of Deltic
(including, for these purposes, any financial collateral arrangements of the
kind referred to in Note 4 on Rule 4.6 of the Takeover Code), save for any
borrowed relevant securities of Deltic which had been either on-lent or sold;
or
16.4 entered into any dealing arrangement of the kind referred
to in Note 11 on the definition of acting in concert in the Takeover Code.
17 General
NEO NEXT+ reserves the right to elect (with the consent of the Panel) to
implement the Acquisition by way of a Takeover Offer for the entire issued and
to be issued ordinary share capital of Deltic (not already owned by NEO NEXT+)
as an alternative to the Scheme. In such event, the Acquisition will be
implemented on substantially the same terms, so far as applicable, as those
which would apply to the Scheme, subject to appropriate amendments to reflect,
among other things, the change in method effecting the Acquisition including,
without limitation, the inclusion of an acceptance condition set at 75 per
cent. of the Deltic Shares (or such other percentage as NEO NEXT+ and Deltic
may agree after, to the extent necessary, consultation with the Panel, being
in any case more than 50 per cent. of the Deltic Shares), the inclusion of a
long-stop date on which the Takeover Offer will cease to proceed, will lapse
or will be withdrawn in certain circumstances, and those amendments required
by, or deemed appropriate by, NEO NEXT+ under applicable law.
The Acquisition will be subject to the Conditions and further terms set out in
Appendix 1 to this Announcement and the full terms and conditions to be set
out in the Scheme Document in due course. The sources and bases of certain
financial information contained in this Announcement are set out in Appendix 2
to this Announcement. A summary of the irrevocable undertakings given in
relation to the Acquisition is contained in Appendix 3 to this Announcement.
Certain terms used in this Announcement are defined in Appendix 4 to this
Announcement.
Peel Hunt and Allenby Capital have each given and not withdrawn their consent
to the inclusion in this Announcement of the references to their names in the
form and context in which they appear.
This Announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities. Such offer will be contained in the Scheme
Document. Deltic Shareholders are advised to read carefully the Scheme
Document and associated forms of proxy once they have been dispatched.
The availability of the Acquisition to Deltic 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. Deltic Shareholders who are in any doubt regarding such
matters should consult an appropriate independent professional adviser in the
relevant jurisdiction without delay.
18 Documents available on website
Copies of the following documents will be made available on NEO NEXT+'s and
Deltic's websites at https://neonextplus.com/ and
https://delticenergy.com/disclaimer/ respectively by no later than noon on the
Business Day following this Announcement and until the end of the Acquisition:
· this Announcement;
· the irrevocable undertakings referred to in paragraph 7 of this
Announcement and summarised in Appendix 3 to this Announcement;
· the Confidentiality Agreement referred to in paragraph 13 of this
Announcement;
· the written consent letter from each of Peel Hunt and Allenby
Capital as referred to in paragraph 17 of this Announcement;
· the Facility Letter referred to in paragraph 13 of this
Announcement; and
· the Cost Coverage Agreement referred to in paragraph 13 of this
Announcement.
The contents of the websites referred to in this Announcement and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this Announcement.
NEO NEXT+ +44 12 2429 7000
Robert Gair
Andrew McIntosh
Peel Hunt (Financial Adviser to NEO NEXT+)
Richard Crichton +44 20 7418 8900
Michael Nicholson
Georgia Langoulant
Camarco (PR Adviser to NEO NEXT+) +44 (0) 20 3757 4980
Billy Clegg
Sam Morris
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
Pinsent Masons LLP is acting as legal adviser to NEO NEXT+. DAC Beachcroft LLP
is acting as legal adviser to Deltic.
Important notices about financial advisers
Peel Hunt LLP, which is authorised and regulated by the FCA in the United
Kingdom, is acting exclusively as financial adviser to NEO NEXT+ and no one
else in connection with the Acquisition and will not be responsible to anyone
other than NEO NEXT+ for providing the protections afforded to clients of Peel
Hunt nor for providing advice in relation to the Acquisition or any other
matters referred to in this Announcement. Neither Peel Hunt 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 Peel Hunt in connection with
this Announcement, any statement contained herein or otherwise.
Allenby Capital, 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 including the
Acquisition 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 relation to the Acquisition or any other matters referred
to in this Announcement. 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.
Inside Information
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 (together, "UK MAR"). Upon the
publication of this announcement via a Regulatory Information Service, this
inside information will be considered to be in the public domain. For the
purposes of UK MAR, the person responsible for arranging for the release of
this information on behalf of Deltic is Andrew Nunn, Chief Executive Officer.
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 otherwise; or the solicitation of any vote or approval in any
jurisdiction pursuant to the 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 prepare the Scheme Document to be distributed to Deltic
Shareholders. Deltic and NEO NEXT+ 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.
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 NEO NEXT+ 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 Market Abuse Regulation, the Disclosure Guidance
and Transparency Rules, the London Stock Exchange, the FCA and the AIM Rules.
Additional information for US investors
The Acquisition relates to the shares of an English company with a listing on
AIM and is proposed to be implemented pursuant to 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 procedural and disclosure requirements and practices applicable in the
United Kingdom to schemes of arrangement which differ from the requirements of
the US tender offer and proxy solicitation rules.
If, in the future, NEO NEXT+ exercises its right to implement the Acquisition
by way of a Takeover Offer and determines to extend such Takeover Offer, such
Takeover Offer will be made in compliance with all applicable US laws and
regulations, including, without limitation, to the extent applicable, Section
14(e) of the US Exchange Act and Regulation 14E thereunder. Such a Takeover
Offer would be made in the US by NEO NEXT+ and no one else.
In the event that the Acquisition is implemented by way of Takeover Offer, in
accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b)
of the US Exchange Act (if applicable), NEO NEXT+, 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.
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 NEO NEXT+ and Deltic are located in non-US
jurisdictions, and some or all of their officers and directors may be
residents of, and some or all of their assets may be located in, non-US
jurisdictions. US holders of Deltic Shares may have difficulty effecting
service of process within the United States upon those persons or recovering
against judgments of US courts, including judgments based upon the civil
liability provisions of the US federal securities laws. 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.
The financial information included in this Announcement, or that may be
included in the Scheme Document, has been prepared in accordance with
accounting standards applicable in the United Kingdom and thus may not be
comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the US ("US GAAP"). US GAAP differs in certain
significant respects from accounting standards applicable in the United
Kingdom. None of the financial information in this Announcement has been
audited in accordance with auditing standards generally accepted in the United
States or the auditing standards of the Public Company Accounting Oversight
Board (United States).
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 may be a taxable transaction for US federal income tax purposes,
and may also be a taxable transaction under applicable state and local tax
laws, as well as foreign and other tax laws. In particular, US holders of
Deltic Shares should be aware that Deltic may be classified as a Passive
Foreign Investment Company ("PFIC") for US federal income tax purposes, which
could result in adverse US federal income tax consequences. Each US holder of
Deltic Shares is urged to consult its independent professional adviser
immediately regarding the tax consequences of the Acquisition, including the
potential application of the PFIC rules.
Forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by NEO NEXT+ or Deltic may contain statements about NEO
NEXT+ 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 NEO NEXT+'s
or Deltic's operations and potential synergies resulting from the Acquisition;
and (iii) the effects of government regulation on NEO NEXT+'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 NEO NEXT+ 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 NEO NEXT+ 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 NEO NEXT+ 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.
NEO NEXT+ 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.
No profit forecasts, profit estimates or quantified financial benefit
statements
No statement in this Announcement is intended as, or is to be construed as, a
profit forecast, profit estimate or quantified financial benefit statement for
any period and no statement in this Announcement should be interpreted to mean
that earnings or earnings per share for Deltic for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for Deltic.
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.
Publication on website
A copy of this Announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code will be available, free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, on NEO NEXT+'s website at https://neonextplus.com/ and 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.
For the avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this Announcement.
Information relating to Deltic Shareholders
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 NEO NEXT+ during the Offer Period as required under Section 4
of Appendix 4 of the Takeover Code.
Right to receive documents in hard copy form
Deltic Shareholders, participants in the Deltic Share Option Plan and persons
with information rights may request a hard copy of this Announcement, free of
charge, by contacting Deltic's registrars, Share Registrars Limited, on +44
1252 821390, or by submitting a request in writing to Share Registrars
Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX. If
calling from outside of the UK, please ensure the country code is used. Calls
are charged at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international
rate. Lines are open between 8.30 am and 5.00pm (London time), Monday to
Friday (except public holidays). 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 are sent to them in hard copy form. Please note that Share
Registrars Limited cannot provide any financial, legal or tax advice and calls
may be recorded and monitored for security and training.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
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.
Rule 2.9 information
For the purposes of Rule 2.9 of the Takeover Code, Deltic confirms that, as at
the Latest Practicable Date, it has in issue 93,096,600 ordinary shares of 10
pence each. The International Securities Identification Number for Deltic is
GB00BNTY2N01.
APPENDIX 1
CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE ACQUISITION
PART 1
CONDITIONS TO THE SCHEME AND THE ACQUISITION
Long Stop Date
1 The Acquisition will be conditional upon the
Scheme becoming unconditional and becoming Effective, subject to the Takeover
Code, by not later than the Long Stop Date.
Scheme approval Conditions
2 The Scheme will be subject to the following
Conditions:
2.1 (i) its approval by a majority in number of the Scheme
Shareholders who are present and voting (and entitled to vote), either in
person or by proxy, at the Court Meeting and at any separate class meeting
which may be required (or any adjournment thereof), and who represent not less
than 75 per cent. in value of the Scheme Shares voted by those Scheme
Shareholders; and (ii) such Court Meeting and any such separate class meeting
(or any adjournment thereof) being held on or before the 22nd day after the
expected date of the Court Meeting to be set out in the Scheme Document in due
course (or such later date, if any, (a) as NEO NEXT+ and Deltic may agree or
(b) (in a competitive situation) as may be specified by NEO NEXT+ with the
consent of the Panel, and in each case that (if so required) the Court may
allow);
2.2 (i) the Deltic Resolution(s) being duly passed by the
requisite majority or majorities of Deltic Shareholders at the General Meeting
(or any adjournment thereof); and (ii) such General Meeting being held on or
before the 22nd day after the expected date of such meeting to be set out in
the Scheme Document in due course (or such later date, if any, (a) as NEO
NEXT+ and Deltic may agree or (b) (in a competitive situation) as may be
specified by NEO NEXT+ with the consent of the Panel, and in each case that
(if so required) the Court may allow);
2.3 (i) the sanction of the Scheme by the Court (with or
without modification, but subject to any such modification being on terms
acceptable to Deltic and NEO NEXT+); and (ii) Court hearing to sanction the
Scheme being held on or before the 22nd day after the expected date of such
hearing to be set out in the Scheme Document in due course (or such later
date, if any, (a) as NEO NEXT+ and Deltic may agree or (b) (in a competitive
situation) as may be specified by NEO NEXT+ with the consent of the Panel, and
in each case that (if so required) the Court may allow); and
2.4 the delivery of a copy of the Court Order to the
Registrar of Companies.
General Conditions
3 In addition, subject as stated in Part B of this
Appendix 1, and to the requirements of the Panel, NEO NEXT+ and Deltic have
agreed that the Acquisition will be conditional upon the following Conditions
and, accordingly, the necessary actions to make the Scheme effective will not
be taken unless the following Conditions (as amended if appropriate) have been
satisfied or, where relevant, waived:
NSTA Condition
3.1 The receipt of the written unconditional consent (or
consent provided in any form which is at that time customary) of the North Sea
Transition Authority (the "NSTA"), pursuant to the terms of any licence held
by Deltic relating to petroleum situated in Great Britain, its territorial sea
or the UK Continental Shelf, in respect of the proposed change of control of
Deltic pursuant to the Acquisition(the "NSTA Condition");
Third party clearances
3.2 other than in relation to the matters referred to in
Condition 3.1, no Third Party having given notice of a decision to take,
institute, implement or threaten any action, proceeding, suit, investigation,
enquiry or reference (and in each case, not having withdrawn the same), or
having required any action to be taken or otherwise having done anything, or
having enacted, made or proposed any statute, regulation, decision, order or
change to published practice (and in each case, not having withdrawn the same)
and there not continuing to be outstanding any statute, regulation, decision
or order which would or might reasonably be expected to:
3.2.1 require, prevent or materially delay the
divestiture or materially alter the terms envisaged for such divestiture by
any member of the Wider NEO NEXT+ Group or by any member of the Wider Deltic
Group of all or any material part of its businesses, assets or property
(including, shares or other securities (or equivalent)) or impose any material
limitation on the ability of all or any of them to conduct their businesses
(or any part thereof) or to own, control or manage any of their assets or
properties (or any part thereof) to an extent which is material and adverse in
the context of the Wider NEO NEXT+ Group or the Wider Deltic Group, in either
case taken as a whole;
3.2.2 require any member of the Wider NEO NEXT+ Group
or the Wider Deltic Group to acquire or offer to acquire any shares, other
securities (or the equivalent) or interest in any member of the Wider Deltic
Group or the Wider NEO NEXT+ Group or any asset owned by any third party
(other than in the implementation of the Acquisition, or, if applicable,
pursuant to sections 974 to 991 of the Companies Act), which is material and
adverse in the context of the Wider NEO NEXT+ Group or the Wider Deltic Group,
in either case taken as a whole;
3.2.3 impose any material limitation on, or result in
a material delay in, the ability of any member of the Wider NEO NEXT+ Group
directly or indirectly to acquire, hold or to exercise effectively all or any
rights of ownership in respect of shares or other securities in, or to
exercise voting or management control over, any member of the Wider Deltic
Group;
3.2.4 otherwise materially adversely affect any or all
of the business, assets, profits, or prospects of the Wider Deltic Group and
the Wider NEO NEXT+ Group taken as a whole;
3.2.5 result in any member of the Wider Deltic Group
or any member of the Wider NEO NEXT+ Group ceasing to be able to carry on
business under any name under which it presently carries on business, to an
extent which is material and adverse in the context of the Wider NEO NEXT+
Group or the Wider Deltic Group, in either case taken as a whole;
3.2.6 make the Acquisition or its implementation void,
unenforceable and/or illegal under the laws of any relevant jurisdiction, or
otherwise, directly or indirectly prevent or prohibit, restrict, restrain, or
materially delay or materially interfere with the implementation of, or impose
material additional conditions or obligations with respect to, or otherwise
materially challenge, impede or interfere with, or require material amendment
of the Acquisition; or
3.2.7 impose any material limitation on or result in
any material delay in the ability of any member of the Wider NEO NEXT+ Group
or any member of the Wider Deltic Group to conduct, integrate or co-ordinate
all or any part of its business with all or any part of the business of any
other member of the Wider NEO NEXT+ Group and/or the Wider Deltic Group in a
manner which is materially adverse in the context of the Wider NEO NEXT+ Group
or Wider Deltic Group, in either case taken as a whole,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation,
enquiry or reference or take any other step under the laws of any jurisdiction
in respect of the Acquisition or otherwise intervene having expired, lapsed or
been terminated;
3.3 in the event not already covered by Condition 3.1, all
filings, applications and/or notifications which are necessary in connection
with the Acquisition having been made and all relevant waiting periods and
other time periods (including any extensions thereof) under any applicable
legislation or regulation of any jurisdiction having expired, lapsed or been
terminated (as appropriate) and all statutory or regulatory obligations in any
jurisdiction having been complied with in connection with the Acquisition;
3.4 in the event not already covered by Condition 3.1, 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 NEO
NEXT+ Group having been obtained from all necessary Third Parties, and all
such Authorisations, together with all Authorisations which are necessary or
appropriate to carry on the business of any member of the Wider Deltic Group
that is material in the context of the Wider Deltic Group, remaining in full
force and effect and all filings necessary for such purpose have been made and
there being no notice or intimation of any intention to revoke, suspend,
restrict, modify or not to renew any of the same at the time at which the
Acquisition becomes otherwise unconditional and all necessary statutory or
regulatory obligations in any jurisdiction having been complied with;
Certain matters arising as a result of any arrangement, agreement, etc.
3.5 except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other instrument
to which any member of the Wider Deltic Group is a party or by or to which any
such member or any of its assets is or may be bound, entitled or be subject or
any event or circumstance which, as a consequence of the Acquisition or
because of a change in the control or management of any member of the Wider
Deltic Group or otherwise, would reasonably be expected to result in, in each
case to an extent which is material and adverse in the context of the Wider
Deltic Group as a whole:
3.5.1 any monies borrowed by, or any other
indebtedness or liabilities, actual or contingent, of, or any grant available
to, any member of the Wider Deltic Group being or becoming repayable, or
capable of being declared repayable, immediately or prior to its or their
stated maturity date or repayment date, or the ability of any such member to
borrow monies or incur any indebtedness being withdrawn or inhibited or being
capable of becoming or being withdrawn or inhibited;
3.5.2 the rights, liabilities, obligations, interests
or business of any member of the Wider Deltic Group under any such
arrangement, agreement, licence, permit, lease or instrument or the interests
or business of any member of the Wider Deltic Group in or with any other
person or body or firm or company (or any agreement or arrangement relating to
any such interests or business) being or becoming capable of being terminated,
or adversely modified or affected or any onerous obligation or liability
arising or any action being taken thereunder;
3.5.3 any member of the Wider Deltic Group ceasing to
be able to carry on business under any name under which it presently carries
on business, to an extent which is material and adverse in the context of the
Wider Deltic Group taken as a whole;
3.5.4 any assets or interests of any member of the
Wider Deltic Group being or failing to be disposed of or charged or ceasing to
be available to any such member or any right arising under which any such
asset or interest could be required to be disposed of or charged or could
cease to be available to any member of the Wider Deltic Group otherwise than
in the ordinary course of business;
3.5.5 the creation, save in the ordinary and usual
course of business, or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
member of the Wider Deltic Group or any such mortgage, charge or other
security interest (whenever created, arising or having arisen), becoming
enforceable;
3.5.6 the business, assets, profits, value of, or the
financial or trading position or prospects of, any member of the Wider Deltic
Group being prejudiced or adversely affected;
3.5.7 the creation or acceleration of any liability
(actual or contingent) by any member of the Wider Deltic Group, other than
trade creditors or other liabilities incurred in the ordinary course of
business; or
3.5.8 any requirement of any member of the Wider
Deltic Group to acquire, subscribe, pay up or repay any shares or other
securities (or the equivalent),
and, no event having occurred which, under any provision of any arrangement,
agreement, licence, permit, franchise, lease or other instrument to which any
member of the Wider Deltic Group is a party or by or to which any such member
or any of its assets are bound, entitled or subject, would or would reasonably
be expected to result in any of the events or circumstances as are referred to
in Conditions 3.5.1 to 3.5.8 in each case to an extent or in a manner which is
material and adverse in the context of the Wider Deltic Group taken as a
whole;
Certain events occurring since 31 December 2024
3.6 except as Disclosed, no member of the Wider Deltic Group
having since 31 December 2024:
3.6.1 save as between Deltic and its wholly-owned
subsidiaries or between such wholly-owned subsidiaries and save for the issue
of Deltic Shares on the exercise of options and the vesting of awards under
the Deltic Share Option Plan, issued or agreed to issue or authorised or
proposed or announced its intention to authorise or propose the issue, of
additional shares of any class, or securities or securities convertible into,
or exchangeable for, or rights, warrants or options to subscribe for or
acquire, any such shares, securities or convertible securities or transferred
or sold or agreed to transfer or sell or authorised or proposed the transfer
or sale of Deltic Shares out of treasury;
3.6.2 recommended, declared, paid or made or proposed
or agree to recommend, declare, pay or make any bonus issue, dividend or other
distribution (whether payable in cash or otherwise) other than dividends (or
other distributions whether payable in cash or otherwise) lawfully paid or
made by any wholly-owned subsidiary of Deltic to Deltic or any of its
wholly-owned subsidiaries;
3.6.3 other than pursuant to the Acquisition (and
except for transactions between Deltic and its wholly-owned subsidiaries or
between the wholly-owned subsidiaries of Deltic and transactions in the
ordinary course of business) implemented, effected, authorised or proposed or
announced its intention to implement, effect, authorise or propose any merger,
demerger, reconstruction, amalgamation, scheme, commitment or offer or
disposal of assets or shares or loan capital (or the equivalent thereof) in
any undertaking or undertakings, in each case to an extent which is material
in the context of the Wider Deltic Group taken as a whole;
3.6.4 except for transactions between Deltic and its
wholly-owned subsidiaries or between the wholly-owned subsidiaries of Deltic
and except for transactions in the ordinary course of business disposed of, or
transferred, mortgaged or created any security interest over any material
asset or any right, title or interest in any asset or authorised, proposed or
announced any intention to do so to an extent which, in each case, is material
in the context of the Wider Deltic Group taken as a whole;
3.6.5 except for transactions between Deltic and its
wholly-owned subsidiaries or between the wholly-owned subsidiaries of Deltic
issued, authorised, made or proposed or announced an intention to issue,
authorise or make any change in or to the terms of any debentures or loan
capital or become subject to any contingent liability or incurred or increased
any indebtedness to an extent which, in each case, is material in the context
of the Wider Deltic Group taken as a whole;
3.6.6 entered into any licence or other disposal of
intellectual property rights of any member of the Wider Deltic Group, which
are material in the context of the Wider Deltic Group taken as a whole and
outside of the ordinary course of business;
3.6.7 entered into or varied or authorised, proposed
or announced its intention to enter into or vary any contract, arrangement,
agreement, transaction or commitment (whether in respect of capital
expenditure or otherwise) (otherwise than in the ordinary course of business)
which is of a long term, unusual or onerous nature or magnitude or which is or
which involves or could reasonably be expected to involve an obligation of a
nature or magnitude which in any such case, is material in the context of the
Deltic Group, or which is or is reasonably expected to be materially
restrictive on the business of any member of the Wider Deltic Group to an
extent which, in each case, is material in the context of the Wider Deltic
Group taken as a whole;
3.6.8 entered into or varied or authorised, proposed
or announced its intention to enter into or vary the terms of, or made any
offer (which remains open for acceptance) to enter into or vary the terms of
any contract, service agreement, commitment or arrangement with any director
or senior executive of any member of the Wider Deltic Group, except for salary
increases, bonuses or variations of terms in the ordinary course;
3.6.9 any liability of any member of the Wider Deltic
Group to make any material severance, termination, bonus or other payment to
any of its directors or other officers other than in the ordinary course of
business; or
3.6.10 proposed, agreed to provide or modified the terms
of any share option scheme, incentive scheme or other benefit relating to the
employment or termination of employment of any employee of the Wider Deltic
Group, which, taken as a whole, are material in the context of the Wider
Deltic Group taken as a whole;
3.6.11 purchased, redeemed or repaid or announced any
proposal to purchase, redeem or repay any of its own shares or other
securities or reduced or, except in respect of the matters mentioned in
sub-paragraph 3.6.1 above, made any other change to any part of its share
capital, to an extent which is material in the context of the Wider Deltic
Group taken as a whole;
3.6.12 waived, compromised or settled any claim otherwise
than in the ordinary course of business which is material in the context of
the Wider Deltic Group taken as a whole;
3.6.13 terminated or varied the terms of any agreement or
arrangement between any member of the Wider Deltic Group and any other person
in a manner which would, or would reasonably be expected to, have a material
adverse effect on the financial position of the Wider Deltic Group taken as a
whole;
3.6.14 made any alteration to its memorandum or articles
of association or other incorporation documents (in each case, other than in
connection with the Acquisition);
3.6.15 in relation to any pension scheme or other
retirement, leaving service or death benefit arrangement established for any
directors or employees of any entity in the Wider Deltic Group or their
dependants and established by a member of the Wider Deltic Group (a "Relevant
Pension Plan"), except in relation to changes made or agreed as a result of,
or arising from, changes to legislation, made or agreed or consented to any
material change to:
3.6.15.1 the terms of the trust deeds and rules
constituting any Relevant Pension Plan;
3.6.15.2 the contributions payable to any Relevant Pension
Plan or to the benefits which accrue, or to the pensions which are payable,
thereunder;
3.6.15.3 the basis on which qualification for, or accrual
or entitlement to, such benefits or pensions are calculated or determined; or
3.6.15.4 the basis upon which the liabilities (including
pensions) of any Relevant Pension Plan are funded, valued, made, agreed or
consented to,
where to do so has or is reasonably likely to have a material impact on the
Wider Deltic Group;
3.6.16 established or proposed the establishment of any
Relevant Pension Plan to the extent which is material in the context of the
Wider Deltic Group taken as a whole, and other than as required in accordance
with applicable law;
3.6.17 been unable, or admitted in writing that it is
unable, to pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business which is material in the
context of the Wider Deltic Group taken as a whole;
3.6.18 (other than in respect of a member of the Wider
Deltic Group which is dormant and was solvent at the relevant time) taken or
proposed any steps, corporate action or had any legal proceedings instituted
or threatened against it in relation to the suspension of payments, a
moratorium of any indebtedness, its winding-up (voluntary or otherwise),
dissolution, reorganisation or for the appointment of a receiver,
administrator, manager, administrative receiver, trustee or similar officer of
all or any material part of its assets or revenues or any analogous or
equivalent steps or proceedings in any jurisdiction or appointed any analogous
person in any jurisdiction or had any such person appointed;
3.6.19 other than pursuant to the Acquisition, entered
into or implemented any joint venture, asset or profit-sharing arrangement,
partnership or merger of business or corporate entities which is material in
the context of the Wider Deltic Group taken as a whole;
3.6.20 taken (or agreed or proposed to take) any action
which requires, or would require, the consent of the Panel or the approval of
Deltic Shareholders in general meeting in accordance with, or as contemplated
by, Rule 21.1 of the Takeover Code; or
3.6.21 entered into any agreement, arrangement, commitment
or contract or passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced an intention to, or to propose to,
effect any of the transactions, matters or events referred to in this
Condition 3.6);
No adverse change, litigation, regulatory enquiry or similar
3.7 except as Disclosed, since 31 December 2024 there having
been:
3.7.1 no material adverse change and no circumstance
having arisen which would be or would reasonably be expected to result in any
material adverse change in, the business, assets, value, financial or trading
position or profits or prospects or operational performance of any member of
the Wider Deltic Group which is material in the context of the Wider Deltic
Group taken as a whole or is material in the context of the Acquisition;
3.7.2 no litigation, arbitration proceedings,
prosecution or other legal proceedings to which any member of the Wider Deltic
Group is or may become a party (whether as claimant, defendant or otherwise)
having been threatened, announced, instituted or remaining outstanding by,
against or in respect of, any member of the Wider Deltic Group, in each case
which is or would be expected to be material in the context of the Wider
Deltic Group taken as a whole or is material in the context of the
Acquisition;
3.7.3 no enquiry, review or investigation by, or
complaint or reference to, any Third Party against or in respect of any member
of the Wider Deltic Group having been threatened, announced or instituted or
remaining outstanding by, against or in respect of any member of the Wider
Deltic Group, in each case which would reasonably be expected to have a
material adverse effect on the Wider Deltic Group taken as a whole or is
material in the context of the Acquisition;
3.7.4 no contingent or other liability having arisen
or become apparent to NEO NEXT+ or increased other than in the ordinary course
of business which is reasonably likely to affect adversely the business,
assets, financial or trading position or profits or prospects of any member of
the Wider Deltic Group to an extent which is material in the context of the
Wider Deltic Group taken as a whole or is material in the context of the
Acquisition;
3.7.5 no steps having been taken and no omissions
having been made which are reasonably likely to result in the withdrawal,
cancellation, termination or modification of any licence held by any member of
the Wider Deltic Group which is necessary for the proper carrying on of its
business and the withdrawal, cancellation, termination or modification of
which would reasonably be expected to have a material adverse effect on the
Wider Deltic Group taken as a whole or is material in the context of the
Acquisition; and
3.7.6 no member of the Wider Deltic Group having
conducted its business in breach of any applicable laws and regulations in
manner which is material in the context of the Wider Deltic Group taken as a
whole;
No discovery of certain matters regarding information, liabilities and
environmental issues
3.8 except as Disclosed, NEO NEXT+ not having discovered
that:
3.8.1 any financial, business or other information
concerning the Wider Deltic Group publicly announced before the date of this
Announcement or disclosed at any time to any member of the Wider NEO NEXT+
Group by or on behalf of any member of the Wider Deltic Group before the date
of this Announcement is misleading, contains a misrepresentation of any fact,
or omits to state a fact necessary to make that information not misleading,
and which is, in any case, material and adverse in the context of the Wider
Deltic Group taken as a whole or is material in the context of the
Acquisition;
3.8.2 any member of the Wider Deltic Group is subject
to any liability, contingent or otherwise, which is material and adverse in
the context of the Wider Deltic Group taken as a whole; or
3.8.3 any past member whilst it was a member of the
Wider Deltic Group or present member of the Wider Deltic Group has not
complied with any applicable legislation, regulations or other requirements of
any jurisdiction or any Authorisations relating to the use, treatment,
storage, carriage, disposal, discharge, spillage, release, leak or emission of
any waste or hazardous substance or any substance likely to impair the
environment (including property) or harm human or animal health or otherwise
relating to environmental matters or the health and safety of humans, which
non-compliance would be likely to give rise to any material liability
including any penalty for non-compliance (whether actual or contingent) on the
part of any member of the Wider Deltic Group, in each case to an extent which
is material and adverse in the context of the Wider Deltic Group taken as a
whole;
Intellectual property
3.9 except as Disclosed and since 31 December 2024, no
circumstance having arisen or event having occurred in relation to any
intellectual property owned or used by any member of the Wider Deltic Group
which would have a material adverse effect on the Wider Deltic Group taken as
a whole, including:
3.9.1 any member of the Wider Deltic Group losing its
title to any intellectual property used in its business, or any intellectual
property owned by any member of the Wider Deltic Group and material to its
business being revoked, cancelled or declared invalid; or
3.9.2 any claim being asserted in writing or
threatened in writing by any person challenging the ownership of any member of
the Wider Deltic Group to, or the validity or effectiveness of, any of its
intellectual property; or
3.9.3 any agreement regarding the use of any
intellectual property licensed to or by any member of the Wider Deltic Group
being terminated or varied, and
Anti-corruption, sanctions and criminal property
3.10 except as Disclosed, NEO NEXT+ not having discovered:
3.10.1 (i) any past member whilst it was a member of the
Wider Deltic Group or present member, director, officer or employee of the
Wider Deltic Group, in connection with their position at the Wider Deltic
Group, is or has at any time engaged in any activity, practice or conduct (or
omitted to take any action) which would constitute an offence under the
Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended, or
any other anti-corruption legislation applicable to the Wider Deltic Group or
(ii) any past member whilst it was a member of the Wider Deltic Group or
present member of the Wider Deltic Group or any person that performs or has
performed services for or on behalf of the Wider Deltic Group is or has at any
time engaged in any activity, practice or conduct in connection with the
performance of such services which would constitute an offence under the
Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended, or
any other applicable anti-corruption legislation;
3.10.2 any asset of any member of the Wider Deltic Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition);
3.10.3 any past member whilst it was a member of the Wider
Deltic Group or present member, director, officer or employee of the Wider
Deltic Group has engaged in any business with, made any investments in, made
any funds or assets available to or received any funds or assets from: (i) any
government, entity or individual in respect of which US, UK or European Union
persons, or persons operating in those territories, are prohibited from
engaging in activities or doing business, or from receiving or making
available funds or economic resources, by applicable US, UK or European Union
laws or regulations, including the economic sanctions administered by the
United States Office of Foreign Assets Control or HM Revenue & Customs; or
(ii) any government, entity or individual targeted by any of the economic
sanctions of the United Nations, the United States, the United Kingdom, the
European Union or any of its member states or any other governmental or
supranational body or authority in any jurisdiction, except as may have been
licensed by the relevant authority; or
3.10.4 a member of the Wider Deltic Group has engaged in
any transaction or conduct which would cause any member of the Wider Deltic
Group or the Wider NEO NEXT+ Group to be in breach of any applicable law or
regulation upon the completion of the Acquisition, including any economic
sanctions of the United States Office of Foreign Assets Control or HM Revenue
& Customs, or any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the United States, the United
Kingdom or the European Union or any of its member states.
PART 2
FURTHER TERMS OF THE ACQUISITION
1 The Conditions set out in paragraphs 2.1, 2.2 and
3.1 to 3.10 (inclusive) of Part 1 must each be fulfilled, determined by NEO
NEXT+ to be or to remain satisfied or (if capable of waiver) waived by NEO
NEXT+ prior to the commencement of the Sanction Hearing, failing which the
Scheme will lapse.
2 Subject to the requirements of the Panel and the
Takeover Code, NEO NEXT+ reserves the right in its sole discretion to waive:
2.1 the deadlines set out in paragraph 1 of Part 1
above, and any of the deadlines set out in paragraphs 2.1(ii), 2.2(ii) and
2.3(ii) of Part 1 above for the timing of the Court Meeting, the General
Meeting and/or the Sanction Hearing. If any such deadline is not met, NEO
NEXT+ will make an announcement by 8.00 a.m. on the Business Day following
such deadline confirming whether it has invoked or waived the relevant
Condition or agreed with Deltic to extend the deadline in relation to the
relevant Condition. For the avoidance of doubt, the Conditions set out in
paragraphs 2.1(i), 2.2(i), 2.3(i) and 2.4 of Part 1 above cannot be waived;
and
2.2 in whole or in part, all or any of the above
Conditions set out in paragraphs 3.1 to 3.10 (inclusive) of Part 1 above.
3 NEO NEXT+ shall be under no obligation to waive
(if capable of waiver), to determine to be satisfied or to or treat as
satisfied any of the Conditions by a date earlier than the latest date
specified above for the fulfilment or waiver thereof, notwithstanding that the
other Conditions may at such earlier date have been waived or fulfilled and
that there are at such earlier date no circumstances indicating that any of
such Conditions may not be capable of fulfilment.
4 If NEO NEXT+ is required by the Panel to make an
offer for Deltic Shares under the provisions of Rule 9 of the Takeover Code,
NEO NEXT+ may make such alterations to any of the above Conditions and terms
of the Acquisition as are necessary to comply with the provisions of Rule 9.
5 Under Rule 13.5(a) of the Takeover Code and
subject to paragraph 6 below, NEO NEXT+ may only invoke a Condition that is
subject to Rule 13.5(a) of the Takeover Code so as to cause the Acquisition
not to proceed, to lapse or to be withdrawn with the consent of the Panel and
any Condition that is subject to Rule 13.5(a) of the Takeover Code may be
waived by NEO NEXT+. The Panel will normally only give its consent if the
circumstances which give rise to the right to invoke the Condition are of
material significance to NEO NEXT+ in the context of the Acquisition. This
will be judged by reference to the facts of each case at the time that the
relevant circumstances arise.
6 Conditions 1, 2.1, 2.2, 2.3 and 2.4 of Part 1
above and, if applicable, any acceptance condition if the Acquisition is
implemented by means of a Takeover Offer, are not subject to Rule 13.5(a) of
the Takeover Code.
7 The Deltic Shares to be acquired under the
Acquisition will be acquired with full title guarantee, fully paid and free
from all liens, equities, charges, encumbrances, options, rights of
pre-emption and any other third party rights and interests of any nature and
together with all rights now or hereafter attaching or accruing to them,
including, without limitation, voting rights and the right to receive and
retain in full all dividends and other distributions and any return of capital
(whether by reduction of share capital or share premium account or otherwise)
declared, made, paid or becoming payable by reference to a record date falling
on or after the Effective Date (other than any dividend, distribution or
return of capital in respect of which a corresponding reduction in the
consideration payable under the terms of the Acquisition has been made as
described in paragraph 8 below).
8 Subject to the terms of the Acquisition, if, on or
after the date of this Announcement and on or prior to the Effective Date, any
dividend and/or other distribution and/or return of capital is authorised,
declared, made or paid or becomes payable in respect of Deltic Shares, NEO
NEXT+ reserves the right to reduce the Cash Consideration payable under the
terms of the Acquisition by an amount equal to all or part of any such
dividend and/or other distribution and/or return of capital, in which case:
(i) any reference in this Announcement or in the Scheme Document to the Cash
Consideration payable for the Deltic Shares will be deemed to be a reference
to the Cash Consideration as so reduced; and (ii) the relevant Deltic
Shareholders will be entitled to receive and retain any such dividend and/or
other distribution and/or return of capital authorised, declared, made or
paid. To the extent that any such dividend, distribution or return of capital
is authorised, declared, made or paid or becomes payable: (i) pursuant to the
Acquisition on a basis which entitles NEO NEXT+ to receive the dividend or
distribution or return of capital and to retain it; or (ii) is subsequently
cancelled, the Cash Consideration will not be subject to change in accordance
with this paragraph. Any exercise by NEO NEXT+ of its rights referred to in
this paragraph shall be the subject of an announcement and, for the avoidance
of doubt, shall not be regarded as constituting any revision or variation of
the Acquisition.
9 NEO NEXT+ reserves the right to elect (with the
consent of the Panel) to implement the Acquisition by way of a Takeover Offer
as an alternative to the Scheme. In such event, the offer will be implemented
on substantially the same terms subject to appropriate amendments, including
(without limitation) an acceptance condition set at 75 per cent. (or such
other percentage as NEO NEXT+ and Deltic may agree after, to the extent
necessary, consultation with the Panel, being in any case more than 50 per
cent. of the Deltic Shares), so far as applicable, as those which would apply
to the Scheme. Further, if sufficient acceptances of such Takeover Offer are
received and/or sufficient Deltic Shares are otherwise acquired, it is the
intention of NEO NEXT+ to apply the provisions of the Companies Act to acquire
compulsorily any outstanding Deltic Shares to which such Takeover Offer
relates.
10 The availability of the Acquisition to persons not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom should
inform themselves about and observe any applicable legal and regulatory
requirements.
11 The Acquisition will not be made, directly or
indirectly, in, into or from, or by use of the mails of, or by any means of
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.
12 The Acquisition will be governed by English law and is
subject to the jurisdiction of the Court and to the Conditions and further
terms set out in this Appendix 1 to this Announcement, and to the full terms
and Conditions to be set out in the Scheme Document. The Acquisition will be
subject to the applicable requirements of the Takeover Code, the Panel, the
Market Abuse Regulations, the Disclosure Guidance and Transparency Rules, the
Prospectus Rules, the London Stock Exchange (including the AIM Rules) and the
FCA.
13 Each of the Conditions will be regarded as a separate
Condition and will not be limited by reference to any other Condition.
APPENDIX 2
SOURCES AND BASES OF INFORMATION
Unless otherwise stated in this Announcement:
1 all references to Deltic Shares are to Deltic
ordinary shares of 10 pence each;
2 the value of c.£7.2 million attributed to the
fully diluted issued share capital of Deltic has been calculated based on 7.7
pence per Deltic Share and 93,096,600 Deltic Shares in issue; excluding the
additional effect of 9,406,560 outstanding Deltic Share Options which are out
of the money in relation to the offer price of 7.7 pence per Deltic Share, in
each case as at the Latest Practicable Date;
3 unless stated otherwise, all prices quoted for
Deltic Shares are Closing Prices for the relevant date;
4 certain figures included in this Announcement have
been subject to rounding adjustments; and
5 unless otherwise stated, the financial information
relating to Deltic and NEO NEXT+ is extracted from the annual report and
accounts and the interim results of Deltic and NEO NEXT+ (as applicable) for
the relevant years, and the audited consolidated financial statements
contained therein have been prepared in compliance with United Kingdom
accounting standards, including IFRS and the Companies Act.
APPENDIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
1 Deltic Directors irrevocable undertakings
The following Deltic Directors have given hard irrevocable undertakings in
respect of the following Deltic Shares beneficially held by them (or their
immediate family) to vote (or procure the voting) in favour of the Scheme at
the Court Meeting and the Deltic Resolution(s) at the General Meeting (or, if
the Acquisition is implemented by means of a Takeover Offer, to accept or
procure the acceptance of the Takeover Offer):
Name Number of Deltic Shares Percentage of Deltic existing issued ordinary share capital
Andrew Nunn 61,765 0.07%
Peter Nicol 150,000 0.16%
Mark Lappin 28,571 0.03%
Total 240,336 0.26%
The irrevocable undertakings provided by the Deltic Directors will continue to
remain binding in the event that a higher competing offer is made for Deltic.
The obligations of the Deltic Directors listed above under these irrevocable
undertakings will lapse and cease to have effect:
• immediately if this Announcement is not released by
5.00 p.m. on 8 May 2026 (or any later date agreed between Deltic and NEO
NEXT+);
• immediately if NEO NEXT+ announces, with the consent
of the Panel, that it does not intend to proceed with the Acquisition;
• immediately if the Scheme or the Takeover Offer does
not become Effective before 11.59 p.m. on the Long Stop Date;
• on and from the time and date on which the Acquisition
lapses (or, in the case of a Takeover Offer, is withdrawn), save that
switching from a Scheme to a Takeover Offer, or vice versa, shall not be
deemed to constitute the lapsing or withdrawal of the Acquisition;
• if any third party announces, in accordance with the
Code, a firm intention to make an offer (whether made by way of a contractual
offer or a scheme of arrangement) for the entire issued share capital of
Deltic (a Competing Offer) and such Competing Offer if made by way of a
contractual offer or a scheme of arrangement is declared unconditional or, if
proceeding by way of a scheme of arrangement, becomes effective.
2 Deltic Shareholders irrevocable undertakings
In addition to the Deltic Directors, each of IPGL Limited, RockRose, Lord
Spencer of Alresford and Sarah Flavell have given to NEO NEXT+ a hard
irrevocable undertaking to vote in favour (or procure the voting in favour, as
applicable) of the Scheme at the Court Meeting and the Deltic Resolution(s) to
be proposed at the General Meeting (or in the event that the Acquisition is
implemented by way of a Takeover Offer, to accept or procure the acceptance of
such Takeover Offer) in respect of those Deltic Shares owned or controlled by
them:
Name Number of Deltic Shares Percentage of Deltic existing issued ordinary share capital
IPGL Limited 14,678,781 15.77%
RockRose Energy Limited 3,592,880 3.86%
Lord Spencer of Alresford 2,855,357 3.07%
Sarah Flavell 30,172 0.03%
The obligations of the Deltic shareholders listed above under these
irrevocable undertakings will continue to remain binding in the event that a
higher, competing offer is made for Deltic.
The irrevocable undertakings given by each of IPGL Limited, RockRose, Lord
Spencer of Alresford and Sarah Flavell will lapse and cease to have effect:
• immediately if this Announcement is not released by,
in respect of the irrevocable undertakings given by IPGL Limited and Lord
Spencer of Alresford, 5.00 p.m. on 7 May 2026 (or any later date agreed
between Deltic and NEO NEXT+), or in respect of the irrevocable undertakings
given by RockRose and Sarah Flavell, 5.00 p.m. on 8 May 2026 (or any later
date agreed between Deltic and NEO NEXT+);
• immediately if NEO NEXT+ announces, with the consent
of the Panel, that it does not intend to proceed with the Acquisition;
• immediately if the Scheme or Takeover Offer does not
become Effective before 11.59 p.m. on the Long Stop Date;
• on and from the time the Scheme or the Takeover Offer
lapses or is withdrawn, save that switching from a Scheme to a Takeover Offer,
or vice versa, shall not be deemed to constitute the lapsing or withdrawal of
the Acquisition;
• if any third party announces, in accordance with the
Code, a firm intention to make an offer (whether made by way of a contractual
takeover offer or a scheme of arrangement) for the entire issued share capital
of Deltic (a Competing Offer) and such Competing Offer if made by way of
contractual takeover offer is declared unconditional or, if proceeding by way
of a scheme of arrangement, becomes effective;
• in respect of the irrevocable undertakings of IPGL
Limited and Lord Spencer of Alresford only, the Scheme becomes effective or
the Shares are transferred to the Offeror (or any of its nominees) pursuant to
the Offer; or
• in respect of the irrevocable undertakings of IPGL
Limited and Lord Spencer of Alresford only, if NEO NEXT+ elects to implement
the Acquisition by way of a Takeover Offer and the offer document is not
released by the date which is 28 days after the date the announcement of the
election to implement the Acquisition by way of a Takeover Offer is released
(or such later date as may be approved by the Panel).
APPENDIX 4
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
"Acquisition" the recommended cash acquisition by NEO NEXT+ of the entire issued and to be
issued ordinary share capital of Deltic on the terms and subject to the
conditions set out in this Announcement, to be implemented by means of the
Scheme (or by way of a Takeover Offer, where NEO NEXT+ so elects under certain
circumstances described in this Announcement) and, where the context requires,
any subsequent revision, variation, extension or renewal thereof;
"AIM" the Alternative Investment Market, a market operated by the London Stock
Exchange;
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange, as amended
from time to time;
"Allenby Capital" Allenby Capital Limited, a private limited company incorporated in England and
Wales with company number 06706681 and having its registered office address at
5 St. Helen's Place, London, England, EC3A 6AB and financial adviser to
Deltic;
"Announcement" this announcement;
"Authorisations" regulatory authorisations, orders, determinations, recognitions, grants,
consents, clearances, confirmations, certificates, licences, permissions,
exemptions or approvals;
"Bridge Financing" a term loan facility of up to £2.9 million to be provided by NEO NEXT+ to
Deltic to repay the bridging loan provided by RockRose to Deltic in connection
with the RockRose Offer further details of which are set out in paragraph 13
of this Announcement;
"Business Day" a day (other than Saturdays, Sundays and public holidays in the UK) on which
banks are open for business in the City of London;
"Closing Price" the closing middle market price of a Deltic Share on a particular trading day
as derived from Bloomberg;
"Companies Act" the Companies Act 2006 (as amended from time to time);
"Competing Proposal" means:
(i) an offer (including a partial offer, exchange or
tender offer), merger, acquisition, dual-listed structure, scheme of
arrangement, reverse takeover, whitewash transaction and/or business
combination (or the announcement of a firm intention to do the same), the
purpose of which is to acquire, directly or indirectly, 30 per cent. or more
of the issued or to be issued ordinary share capital of Deltic (when
aggregated with the shares already held by the acquirer and any person acting
or presumed or deemed to be acting in concert with the acquirer) or any
arrangement or series of arrangements which results in any party acquiring,
consolidating or increasing "control" (as defined in the Takeover Code) of
Deltic;
(ii) the acquisition (or announcement of a proposed
acquisition) or disposal, directly or indirectly, of all or a significant
proportion of the business, assets and/or undertakings of the Deltic Group,
calculated by reference to any of its revenue, profits, value or assets taken
as a whole;
(iii) a demerger, any material reorganisation and/or
liquidation (or proposed demerger, material reorganisation and/or liquidation)
involving all or a significant portion of the Deltic Group, calculated by
reference to any of its revenue, profits or value taken as a whole; or
(iv) any other transaction (or the announcement of a
proposed transaction) which would be substantially alternative to, or
inconsistent with, or would be reasonably likely materially to preclude,
impede or delay or otherwise prejudice, be an alternative to, or inconsistent
with, the implementation of the Acquisition (including, for the avoidance of
doubt, any transaction or arrangement which would constitute a substantial
transaction, reverse takeover or fundamental change of business for the
purposes of the AIM Rules undertaken by Deltic),
in each case which is not effected (or proposed to be effected) by or on
behalf of NEO NEXT+ or an entity ultimately controlled by NEO NEXT+ or its
affiliates (or a person acting in concert with either) or at the agreement of
NEO NEXT+ or an entity ultimately controlled by NEO NEXT+ or its affiliates
and, in each case, whether implemented in a single transaction or a series of
transactions and whether conditional or otherwise;
"Conditions" the conditions to the implementation of the Acquisition, as set out in Part A
of Appendix 1 to this Announcement and to be set out in the Scheme Document;
"Confidentiality Agreement" the confidentiality agreement between NEO NEXT+ and Deltic dated 29 April
2026;
"Court" the High Court of Justice in England and Wales;
"Court Meeting" the meeting of Scheme Shareholders to be convened pursuant to an order of the
Court under Part 26 of the Companies Act for the purpose of considering and,
if thought fit, approving the Scheme, including any adjournment thereof;
"Court Order" the order of the Court sanctioning the Scheme under Part 26 of the Companies
Act;
"CREST" the system for the paperless settlement of trades in securities and the
holding of uncertificated securities operated by Euroclear;
"Deltic Articles" the articles of association of Deltic in force from time to time;
"Deltic Board" the board of directors of Deltic;
"Deltic Board Adverse Recommendation Change" (a) an announcement made by Deltic prior to the publication of the Scheme
Document stating that:
(i) the Deltic Directors no longer intend to make the
Deltic Board Recommendation or intend to adversely modify or qualify such
recommendation;
(ii) it will not convene the Court Meeting or the General
Meeting;
(iii) it intends not to post the Scheme Document or (if
different) the document convening the General Meeting;
(iv) the Deltic Board Recommendation is not included in the
Scheme Document; or
(v) the Deltic Directors withdraw or adversely modify or
qualify the Deltic Board Recommendation without NEO NEXT+'s consent,
provided that NEO NEXT+ has not changed the terms of the Acquisition nor taken
any steps, action and/or inaction which has given the Deltic Directors a
reason or cause to make such an announcement; or
(b) if Deltic makes an announcement that it will delay the convening of, or
will adjourn, the Court Meeting or the General Meeting to beyond the Long Stop
Date, in each case, unless (i) a supplementary circular is required to be
published in connection with the Scheme, and as a result, the Court Meeting
and/or the General Meeting cannot be held by such date in compliance with the
Takeover Code and any other applicable law (but provided Deltic has used
reasonable endeavours to publish the supplementary circular as soon as
reasonably practicable after the date on which the requirement to publish a
supplementary circular arises); or (ii) in any other circumstances, where NEO
NEXT+ have provided its consent for such delay or adjournment, such consent
not to be unreasonably withheld, delayed or conditioned; or (iii) where such
delay or adjournment is for reasons outside of Deltic's sole control
(including, for example but not limited to, where regulatory clearances and/or
consents are still outstanding and/or where there is insufficient availability
of court dates);
"Deltic Board Recommendation" a unanimous and unqualified recommendation from the Deltic Directors to the
Deltic Shareholders in respect of the Acquisition (i) to vote in favour of
such shareholder resolutions at the General Meeting and the Scheme at the
Court Meeting or (ii) if NEO NEXT+ elects to implement the Acquisition by
means of a Takeover Offer, to accept such Takeover Offer;
"Deltic Directors" the directors of Deltic;
"Deltic FY2024 ARA" the annual report and accounts of Deltic for FY 2024;
"Deltic Group" Deltic and its subsidiary undertakings and where the context permits, each of
them;
"Deltic Resolution(s)" the resolution(s) to be proposed at the General Meeting necessary to implement
the Scheme, including, amongst other things, a special resolution proposed in
connection with, inter alia, implementation of the Scheme and certain
amendments to be made to the articles of association of Deltic;
"Deltic Share Option Plan" The Deltic Energy plc Enterprise Management Incentives Plan adopted on 30 July
2014 and as amended on 14 September 2018, 17 July 2019 and 21 September 2021;
"Deltic Share Options" the options to acquire Deltic Shares granted under the Deltic Share Option
Plan;
"Deltic Shareholders" the holders of Deltic Shares;
"Deltic Shares" the existing unconditionally allotted or issued and fully paid ordinary shares
of 10 pence each in the capital of Deltic and any further such ordinary shares
which are unconditionally allotted or issued;
"Disclosed" the information disclosed by, or on behalf of Deltic; (i) in the Deltic FY2024
ARA; (ii) in this Announcement; (iii) in any other announcement to a
Regulatory Information Service by, or on behalf of Deltic before the
publication of this Announcement; (iv) in SharePoint Project Deltic VDR
operated on behalf of Deltic for the purposes of the Acquisition (which NEO
NEXT+ and/or its advisers were able to access prior to the date of this
Announcement); (v) in filings made with the Registrar of Companies and
appearing in Deltic's files at Companies House; or (vi) as otherwise fairly
disclosed to NEO NEXT+ (or its officers, employees, agents or advisers in each
case in their capacity as such) in writing before the date of this
Announcement;
"Effective" either:
(i) if the Acquisition is implemented by way of Scheme, the Scheme having
become effective pursuant to its terms; or
(ii) if the Acquisition is implemented by way of Takeover Offer, the Takeover
Offer having been declared or having become unconditional in accordance with
the requirements of the Takeover Code;
"Effective Date" the date on which either: (i) the Scheme becomes effective in accordance with
its terms; or (ii) (if NEO NEXT+ elects to implement the Acquisition by way of
a Takeover Offer, subject to Panel consent), the date on which such Takeover
Offer becomes or is declared unconditional in accordance with the requirements
of the Takeover Code, and "Effective" shall be construed accordingly;
"Euroclear" Euroclear UK & International Limited;
"Excluded Shares" (i) any Deltic Shares of which NEO NEXT+ or any member of the NEO NEXT+ Group
is the holder or in which NEO NEXT+ or any member of the NEO NEXT+ Group is
beneficially interested; or (ii) any Deltic Shares which are for the time
being held by Deltic as treasury shares (within the meaning of the Companies
Act);
"Facility Letter" the facility letter entered into on 7 May 2026 between NEO NEXT+ and Deltic;
"FCA" the Financial Conduct Authority of the United Kingdom or any successor
regulatory body;
"FID" final investment decision;
"FSMA" the Financial Services and Markets Act 2000 (as amended from time to time);
"FY 2024" the financial year ended 31 December 2024;
"General Meeting" the general meeting of the Deltic Shareholders (including any adjournment
thereof) to consider and, if thought fit, pass the Deltic Resolution(s);
"Latest Practicable Date" 6 May 2026, being the last Business Day prior to the date of this
Announcement;
"London Stock Exchange" London Stock Exchange plc;
"Long Stop Date" 11.59 pm on 31 December 2026 or such later time or date, if any, (a) as Deltic
and NEO NEXT+ may agree, or (b) (in a competitive situation) as may be
specified by NEO NEXT+ with the consent of the Panel, and in each case that
(if so required) the Court may allow;
"Main Market" the Main Market of the London Stock Exchange;
"NEO NEXT+" NEO NEXT+ Energy Upstream UK Limited, a private limited company incorporated
under the laws of Scotland with company number SC279865 and having its
registered office address at The Silver Fin Building (9(th) Floor), 455 Union
Street, Aberdeen AB11 6DB;
"NEO NEXT+ Energy" NEO NEXT+ Energy Limited, the parent company of the NEO NEXT+ Group;
"NEO NEXT+ Group" NEO NEXT+ and its subsidiary undertakings and where the context permits, each
of them;
"NSTA" the North Sea Transition Authority;
"NSTA Condition" as defined in Condition (3.1) (as listed in Part A of Appendix 1 to this
announcement);
"Offer Period" the offer period (as defined by the Takeover Code) relating to Deltic, which
commenced on 22 April 2026;
"Opening Position Disclosure" has the same meaning as in Rule 8 of the Takeover Code;
"Overseas Shareholders" Deltic Shareholders (or nominees of, or custodians or trustees for Deltic
Shareholders) not resident in, or nationals or citizens of the United Kingdom;
"Panel" the Panel on Takeovers and Mergers;
"Peel Hunt" Peel Hunt LLP, a limited liability partnership incorporated in England and
Wales with company number OC357088 and having its registered office address at
7th Floor 100 Liverpool Street, London, England, EC2M 2AT and financial
adviser to NEO NEXT+;
"Prospectus Rules" the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook,
introduced by the FCA on 19 January 2026;
"Recommended Third Party Offer" means a Third Party Offer which has been recommended by the Deltic Board;
"Registrar of Companies" the Registrar of Companies in England and Wales;
"Regulatory Information Service" any information service authorised from time to time by the FCA for the
purpose of disseminating regulatory announcements;
"Restricted Jurisdiction" any jurisdiction (other than the United Kingdom) where local laws or
regulations may result in a significant risk of civil, regulatory or criminal
exposure if information concerning the Acquisition is sent or made available
to Deltic Shareholders in that jurisdiction;
"RockRose" RockRose Energy Limited, a private limited company incorporated in England and
Wales with company number 09665181 and having its registered office address at
5th Floor Viaro House, 20-23 Holborn, London, England, EC1N 2JD;
"RockRose Offer" the recommended cash acquisition for Deltic announced by RockRose on 30 June
2025 with offer consideration of 7.46 pence in cash per Deltic Share which
lapsed on 31 March 2026;
"Sanction Hearing" the hearing of the Court of the application to sanction the Scheme under Part
26 of the Companies Act;
"Scheme" the proposed scheme of arrangement under Part 26 of the Companies Act between
Deltic and the Scheme Shareholders in connection with the Acquisition, with or
subject to any modification, addition or condition approved or imposed by the
Court and agreed by Deltic and NEO NEXT+;
"Scheme Document" the document to be sent to Deltic Shareholders containing, amongst other
things, the Scheme and the notices convening the Court Meeting and General
Meeting;
"Scheme Record Time" the time and date to be specified in the Scheme Document, expected to be 6.00
pm on the Business Day immediately after the Sanction Hearing, or such other
time as Deltic and NEO NEXT+ agree;
"Scheme Shareholder" a holder of Scheme Shares;
"Scheme Shares" all Deltic Shares:
(i) in issue at the date of the Scheme Document and
which remain in issue at the Scheme Record Time;
(ii) (if any) issued after the date of the Scheme Document
and before the Scheme Voting Record Time, which remain in issue at the Scheme
Record Time; and
(iii) (if any) issued at or after the Scheme Voting Record
Time but on or before the Scheme Record Time either on terms that the original
or any subsequent holders thereof shall be bound by the Scheme or in respect
of which the original or any subsequent holders thereof are, or shall have
agreed in writing to be, so bound, and in each case which remain in issue at
the Scheme Record Time,
in each case other than any Excluded Shares;
"Scheme Voting Record Time" the date and time to be specified in the Scheme Document by reference to which
entitlement to vote at the Court Meeting will be determined;
"Takeover Code" the City Code on Takeovers and Mergers (as amended from time to time);
"Takeover Offer" subject to the consent of the Panel, should the Acquisition be implemented by
way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies
Act, the offer to be made by or on behalf of NEO NEXT+ to acquire the entire
issued and to be issued share capital of Deltic, other than Deltic Shares
owned or controlled by the NEO NEXT+ Group and, where the context admits, any
subsequent revision, variation, extension or renewal of such offer;
"Third Party" each of a central bank, state, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental, administrative,
professional, fiscal or investigative body, court, trade agency, association,
institution, body, employee representative body, any entity owned or
controlled by any government or state, or any other body or person whatsoever
in any jurisdiction;
"Third Party Offer" means an announcement by a third party of an offer for all or any of the
shares of Deltic (other than the Takeover Offer) which has been announced
pursuant to Rule 2.7 of the Takeover Code;
"uncertificated" a share or other security title to which is recorded in the relevant register
of the share or security as being held in uncertificated form, in CREST, and
title to which, by virtue of the Uncertificated Securities Regulations 2001
(as amended) may be transferred by means of CREST;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia;
"US Exchange Act" the United States Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder;
"Wider Deltic Group" Deltic and associated undertakings and any other body corporate, partnership,
joint venture or person in which Deltic and all such undertakings (aggregating
their interests) have a direct or indirect interest of more than 20 per cent.
of the voting or equity capital or the equivalent;
"Wider NEO NEXT+ Group" NEO NEXT+ Energy and NEO NEXT+ Group and associated undertakings and any other
body corporate, partnership, joint venture or person in which NEO NEXT+
Energy, NEO NEXT+ and all such undertakings (aggregating their interests) have
a direct or indirect interest of more than 20 per cent. of the voting or
equity capital or the equivalent; and
For the purposes of this Announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
thereto by the Companies Act and "interests in securities" has the meaning
given in the Takeover Code.
All references to "pounds", "pounds sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom. All
references to "$" and "US$" are to the lawful currency of the United States.
All the times referred to in this Announcement are London times unless
otherwise stated.
References to the singular include the plural and vice versa.
1 (#_ftnref1) Note: as per TRACS competent persons report adjusted for
increase working interests in Elgin-Franklin and Culzean fields post
completion of the TotalEnergies merger. Excludes NN+ interests in Glenelg
and Alwyn Area.
2 (#_ftnref2) Note: as per TRACS competent persons report adjusted for
increase working interests in Elgin-Franklin and Culzean fields post
completion of the TotalEnergies merger. Excludes NN+ interests in Glenelg and
Alwyn Area.
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Copyright 2019 Regulatory News Service, all rights reservedRecent news on Deltic Energy
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Announcement