REG - Viaro Energy Limited Deltic Energy PLC - RECOMMENDED CASH ACQUISITION OF DELTIC ENERGY PLC
30/06/2025 12:15
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RNS Number : 0061P Viaro Energy Limited 30 June 2025
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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
30 June 2025
RECOMMENDED CASH ACQUISITION OF
DELTIC ENERGY PLC ("Deltic" or the "Company")
BY
ROCKROSE ENERGY LIMITED ("Viaro Bidco")
(A WHOLLY-OWNED SUBSIDIARY OF VIARO ENERGY LIMITED ("Viaro Energy" or
"Viaro"))
to be effected by means of a Scheme of Arrangement under Part 26 of the
Companies Act 2006
Summary
· The boards of Viaro Bidco and Deltic are pleased
to announce that they have reached agreement on the terms of a recommended
cash offer for the entire issued and to be issued ordinary share capital of
Deltic (the "Acquisition"). 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.
· Under the terms of the Acquisition, each Deltic
Shareholder will be entitled to receive:
For each Deltic Share: 7.46 pence in cash
(the "Cash Consideration")
· The Cash Consideration represents a premium of
approximately:
o 36 per cent. to the Closing Price of 5.50 pence per Deltic Share on 27
June 2025 (being the last trading day before the commencement of the Offer
Period);
o 34 per cent. to the volume weighted average price of 5.55 pence per Deltic
Share for the one-month period to 27 June 2025 (being the last trading day
before the commencement of the Offer Period);
o 38 per cent. to the volume weighted average price of 5.41 pence per Deltic
Share for the three-month period to 27 June 2025 (being the last trading day
before the commencement of the Offer Period); and
o 56 per cent. to the volume weighted average price of 4.79 pence per Deltic
Share for the six-month period to 27 June 2025 (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 £6.9 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, Viaro Bidco 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 Viaro Bidco 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, Viaro Bidco has agreed to provide a
bridging loan of up to £2.7 million (the "Bridge Financing") with a view to
providing Deltic with sufficient working capital prior to the Acquisition
becoming Effective (further details of which are set out in paragraph 12
below).
In addition, in consideration for Deltic engaging in discussions with Viaro
Bidco in connection with the Acquisition, Viaro Bidco 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, Viaro Bidco 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 Viaro Group entered the upstream oil and gas business in 2020 through the
acquisition of Viaro Bidco, and has continued to invest and expand through
further acquisitions in the UK and Netherlands. Viaro has ambitious growth
plans for its upstream business and believes that the Acquisition would
support its strategic aim of building a portfolio to deliver group production
of 100,000 barrels of oil equivalent per day ("boe/d").
Viaro Bidco has evaluated opportunities to expand its upstream operations in
the UK North Sea and views the licence interests held by Deltic to offer
significant synergies to its existing portfolio. In particular the development
of the Selene discovery is a key opportunity where Viaro Bidco can leverage
its expertise to add to Viaro Bidco's near-term production growth in the UK.
Additionally, the Blackadder exploration opportunity is close to existing
Viaro Bidco infrastructure and, if successful, could add to near term
production and extend the life of the potential host facilities.
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 and
Dana 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 recent election of a UK government which has further
undermined the UK's domestic oil and gas industry by pledging to end
exploration licencing and ban drilling for new oil and gas fields in UK
waters.
The Deltic Directors consider that continuing uncertainty around the UK
government's support for domestic exploration and production has undermined
investor confidence in the sector as a whole and the industry awaits new
fiscal and policy direction later this year in response to a number of ongoing
public consultations which the Board believes are likely to have significant
implications for the industry. This ongoing uncertainty has been difficult
for companies across the sector, but especially 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 is 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 2029. While debt facilities or gas sales pre-payment options may
potentially be available to satisfy the majority of the Company's capital
requirements following a final investment decision ('FID'), expected in early
2027, the Deltic Directors consider that the Company would be wholly reliant
on equity funding until that point.
Deltic was also recently informed by Shell UK Ltd of an overspend on the
Selene well which will result in unexpected costs being allocated to Deltic.
The exact quantum of these costs is currently still being assessed and
reviewed by the joint venture partners, but it is expected that it will be
approximately £1.3 million net to Deltic. While discussions around a deferred
payment agreement, similar to that put in place in 2024 for Pensacola, are
ongoing, this would represent a significant deferred liability for Deltic that
would likely be due prior to first revenues from a potential Selene
development.
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 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 remain 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 36 per cent. to the Closing Price of 5.50
pence per Deltic Share on 27 June 2025 (being the last Business Day before
this Announcement). In addition, the Acquisition represents premia of 34 per
cent., 38 per cent. and 56 per cent. to the volume weighted average price in
the one-month, three-month and six-month periods ended 27 June 2025
respectively.
· 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 Shareholders to realise their investment should they
wish to do so.
· As at 31 December 2024, Deltic had cash resources totalling £1.4
million. Subsequent to that period end, the cash position of the Company has
reduced as a result of normal operational expenditure such that, as at 31 May
2025, Deltic's unaudited cash balance was £0.49 million. Cash levels continue
to be carefully managed, however in the absence of the Acquisition proceeding,
the Deltic Directors anticipate that Deltic would be required to raise
additional capital during July 2025 to: (i) continue to fund the Company's
share of the Selene work program until value can be realised from the Selene
asset; (ii) cover the Company's general corporate costs; and (iii) allow
Deltic to cover its existing and potential additional deferred liabilities to
Shell.
· In light of the Company's requirement to access additional capital
during July 2025, the Board of Deltic 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 the Company'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 the Company'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 the Company. The Deltic Directors also believe that, in the absence
of alternative funding to the Bridge Financing and the Acquisition
progressing, the Company would be in an extremely challenging financial
position and the Deltic Directors may have no option but to place the Company
into administration. Should administrators be appointed, it is not known how
much, if any, value would be returned to Shareholders.
· The Deltic Directors have also considered the Offeror'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.
Irrevocable Undertakings
Viaro Bidco 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;
· Lord Spencer of Alresford in respect of 2,856,825 Deltic Shares,
representing approximately 3.07 per cent. of the ordinary share capital of
Deltic in issue as at the Latest Practicable Date;
· Sarah McLeod in respect of 43,126 Deltic Shares, representing
approximately 0.05 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.
Viaro Bidco has therefore received, in aggregate, irrevocable undertakings in
respect of 17,849,240 Deltic Shares, representing approximately 19.17 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 paragraph 7 of this Announcement and
in Appendix 3 to this Announcement.
Information relating to Viaro Bidco and the Viaro Group
Viaro Bidco is a private company limited by shares. It was incorporated on 1
July 2015 in England and Wales with company number 09665181, and registered in
the United Kingdom under the Companies Act 2006. The address of its registered
office is 5th Floor, Viaro House, 20-23 Holbom, London, United Kingdom, EC1N
2JD.
Viaro Bidco was founded in 2015 for the purpose of making acquisitions of
companies or businesses in the upstream oil and gas and power sector. It has
grown rapidly through a series of corporate acquisitions, predominantly in the
UK North Sea. Viaro Bidco was acquired by Viaro Energy in 2020 and became part
of the Viaro Group. Since then, it has further expanded with various
acquisitions of upstream assets which has strengthened its position,
particularly in the UK and the Netherlands.
Viaro Bidco currently holds interests in more than 30 oil and gas assets in
the North Sea, with associated interests in the supporting infrastructure and
in key onshore terminals in both the UK and the Netherlands. Its team has a
strong and demonstrable technical capability and experience with both operated
and non-operated oil and gas assets in the North Sea and internationally,
working collaboratively within joint venture partnerships to deliver added
value through the application of relevant experience in the management of
mature assets, with a number of its personnel having held key positions within
operating companies.
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.
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, Viaro Bidco 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 and on the further terms and conditions
that will be set out in the Scheme Document.
· 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 Viaro Bidco, Deltic and the Panel
agree and, if required, the Court may approve). 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 Q4
of 2025, subject to the satisfaction or, where permitted, waiver of the
Conditions set out in Appendix 1 to this Announcement.
Commenting on the Acquisition, Francesco Mazzagatti, CEO of Viaro Energy,
said:
"Deltic's portfolio represents a natural fit with Viaro's existing assets and
strategic focus in the North Sea. The Selene discovery is a key driver for
this acquisition, which forms an important component of Viaro's recently
announced transaction with Shell and ExxonMobil, as well as within the broader
basin context. The transaction reflects our commitment to advancing key
developments responsibly and with the continuity they require. By working with
joint venture partners to overcome the economic challenges imposed by the
current fiscal uncertainty, we aim to ensure that important developments like
Selene can be successfully progressed towards production in a timely manner,
and with the right level of technical and financial support."
Commenting on the Acquisition, Andrew Nunn, CEO of Deltic, said:
"Despite the difficult political and fiscal backdrop impacting the UK E&P
industry over a number of years, the achievements of the Deltic team and the
quality of our assets have been recognised by Viaro. This transaction provides
certainty for Shareholders as well as our staff, regulators and joint venture
partners who are progressing the Selene opportunity towards development for
the benefit of the UK's future energy needs. We are looking forward to
working with the wider Viaro team as we continue to move the Selene and
Blackadder opportunities towards production and applying our proven
exploration expertise to Viaro's existing and expanding portfolio of Southern
North Sea licences."
Commenting on the Acquisition, Mark Lappin, Chairman of Deltic said:
"I couldn't be prouder of the journey and work of the small team within
Deltic. They have progressed two major gas discoveries from two wells
drilled. Given the capital required to progress our exploration successes to
the next stage, it is the right time to change direction. The Acquisition by
Viaro gives the Deltic business access to a different funding model, which is
better suited to the current business environment and aiming to ensure
discoveries are progressed and gas will be delivered to where it is needed."
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:
Viaro Bidco +44 203 826 4800
Francesco Mazzagatti
Hannam & Partners (Financial Adviser to Viaro Bidco)
Samuel Merlin +44 207 907 8500
Neil Passmore
Deltic
Andrew Nunn +44 207 887 2630
Sarah McLeod
Allenby Capital (Rule 3 Adviser, Nominated Adviser and Financial Adviser to +44 203 328 5656
Deltic)
David Hart
Alex Brearley
Daniel Dearden-Williams
Brodies LLP is acting as legal adviser to Viaro Bidco. DAC Beachcroft LLP is
acting as legal adviser to Deltic.
Important notices about financial advisers
H & P Advisory Limited, trading as Hannam & Partners, which is
authorised and regulated by the FCA in the United Kingdom, is acting
exclusively for Viaro Bidco and no one else in connection with the matters
described in this Announcement and will not be responsible to anyone other
than Viaro Bidco for providing the protections afforded to clients of Hannam
& Partners nor for providing advice in relation to the subject matter of
this announcement. Neither Hannam & Partners nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Hannam & Partners in connection with
this announcement, any statement contained herein or otherwise.
Allenby Capital Limited, which is authorised and regulated by the FCA in the
United Kingdom, is acting as financial adviser to Deltic and no one else in
connection with the matters described in this Announcement and will not be
responsible to anyone other than Deltic for providing the protections afforded
to clients of Allenby Capital nor for providing advice in connection with the
matters referred to herein. Neither Allenby Capital nor any of its
subsidiaries, branches or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Allenby
Capital in connection with this Announcement, any statement contained herein,
any offer or otherwise.
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. Upon the publication of this
announcement via a Regulatory Information Service, this inside information
will be considered to be in the public domain.
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 Viaro Bidco urge Deltic Shareholders to read the
Scheme Document (or any other document by which the Acquisition is made) in
full when it becomes available because it will contain important information
relating to the Acquisition, including details of how to vote in respect of
the Scheme.
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
Overseas jurisdictions
The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom, and the availability of the Acquisition to
Deltic Shareholders who are not resident in the United Kingdom, may be
restricted by the laws of those jurisdictions and therefore persons into whose
possession this Announcement comes should inform themselves about and observe
such restrictions. In particular, the ability of persons who are not resident
in the United Kingdom to vote their Deltic Shares with respect to the Scheme
at the Court Meeting, or to execute and deliver forms of proxy appointing
another to vote at the Court Meeting on their behalf, may be affected by the
laws of the relevant jurisdictions in which they are located. Further details
in relation to Overseas Shareholders will be contained in the Scheme Document
(or, if the Acquisition is implemented by way of a Takeover Offer, the offer
document). Any failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person.
Unless otherwise determined by Viaro Bidco or required by the Takeover Code,
and permitted by applicable law and regulation, the Acquisition will not be
made available, directly or indirectly, in, into or from a Restricted
Jurisdiction. Accordingly, copies of this Announcement and all documents
relating to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from a Restricted Jurisdiction, and persons receiving this Announcement and
all documents relating to the Acquisition (including custodians, nominees and
trustees) must not mail or otherwise distribute or send them in, into or from
such Restricted Jurisdiction. If the Acquisition is implemented by way of
Takeover Offer (unless otherwise permitted by applicable law or regulation),
the Takeover Offer may not be made, directly or indirectly, in or into, or by
use of mails or any other means or instrumentality (including, without
limitation, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or any facility of a
national, state or other securities exchange of any Restricted Jurisdiction
and the Takeover Offer will not be capable of acceptance by any such use,
means, instrumentality or facilities or from within any Restricted
Jurisdiction.
This Announcement has been prepared in connection with proposals
in relation to a scheme of arrangement pursuant to and for the purpose of
complying with English law and the Takeover Code and information disclosed may
not be the same as that which would have been disclosed if this Announcement
had been prepared in accordance with the laws of jurisdictions outside the
United Kingdom. Nothing in this Announcement should be relied on for any other
purpose.
The Acquisition shall be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange, the FCA and the AIM
Rules.
Additional information for US investors
The Acquisition relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under English company law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer or proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure requirements and
practices applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of the US tender offer and proxy
solicitation rules.
If, in the future, Viaro Bidco exercises its right to implement the
Acquisition by way of a Takeover Offer, which is to be made into the US, such
Takeover Offer will be made in compliance with the applicable US laws and
regulations, including Section 14(e) and Regulation 14E under the US Exchange
Act. Such a Takeover Offer would be made in the US by Viaro Bidco and no one
else.
In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, Viaro Bidco, its affiliates, their advisers
and the nominees or brokers (acting as agents) may make certain purchases of,
or arrangements to purchase, shares in Deltic outside the Acquisition, such as
in open market purchases or privately negotiated purchases, during the period
in which the Acquisition remains open for acceptance. If such purchases or
arrangements to purchase were to be made, they would comply with applicable
law, including UK laws and the US Exchange Act. Any information about such
purchases or arrangements to purchase shall be disclosed as required under UK
laws and will be available to all investors (including US investors) via the
Regulatory Information Service and shall be available on the London Stock
Exchange website at www.londonstockexchange.com. To the extent that such
information is required to be publicly disclosed in the UK in accordance with
applicable regulatory requirements, this information will, as applicable, also
be publicly disclosed in the United States.
It may be difficult for US holders of Deltic Shares to enforce their rights
and any claim arising out of the US federal securities laws in connection with
the Acquisition, since Viaro Bidco and Deltic are located in non-US
jurisdictions, and some or all of their officers and directors may be
residents of non- US jurisdictions. US holders of Deltic Shares may not be
able to sue a non-US company or its officers or directors in a non-US court
for violations of the US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to a US
court's judgement.
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 will likely be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as foreign and
other, tax laws. Each US holder of Deltic Shares is urged to consult their
independent legal, tax and financial advisers regarding the tax consequences
of the Acquisition applicable to them, including under applicable US state and
local, as well as overseas and other, tax laws.
Forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Viaro Bidco or Deltic may contain statements about
Viaro Bidco and Deltic that are or may be deemed to be forward-looking
statements. All statements other than statements of historical facts included
in this Announcement may be forward-looking statements. Without limitation,
any statements preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may", "shall",
"should", "anticipates", "estimates", "projects", "is subject to", "budget",
"scheduled", "forecast" or words or terms of similar substance or the negative
thereof, are forward-looking statements. Forward-looking statements include
statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Viaro
Bidco's or Deltic's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of government regulation on Viaro Bidco's
or Deltic's business.
Such forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Viaro Bidco and Deltic about future events, and are therefore
subject to risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected or implied in any
forward-looking statements, including: changes in the global, political,
social, economic, business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates, future business
combinations or disposals, changes in the behaviour of market participants,
the speculative nature of oil and gas exploration, fluctuations in demand and
pricing in the oil and gas exploration industry and risks and hazards
associated with the business of oil and gas exploration. Other unknown or
unpredictable factors could cause actual results to differ materially from
those in the forward-looking statements. Such forward-looking statements
should therefore be construed in light of such factors. Neither Viaro Bidco
nor Deltic, nor any of their respective associates or directors, officers or
advisers, provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking
statements in this Announcement will actually occur. Due to such uncertainties
and risks, readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof. All
subsequent oral or written forward-looking statements attributable to any
member of the Viaro Group or the Deltic Group, or any of their respective
associates, directors, officers, employees or advisers, are expressly
qualified in their entirety by the cautionary statement above.
Viaro Bidco and Deltic expressly disclaim any obligation to update any
forward-looking or other statements contained herein, except as required by
applicable law or by the rules of any competent regulatory authority, whether
as a result of new information, future events or otherwise.
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 Viaro Bidco's website at https://viaro.co.uk/disclaimer/ 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 Viaro Bidco 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 Plans 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
30 June 2025
RECOMMENDED CASH ACQUISITION OF
DELTIC ENERGY PLC ("Deltic" or the "Company")
BY
ROCKROSE ENERGY LIMITED ("Viaro Bidco")
(A WHOLLY-OWNED SUBSIDIARY OF VIARO ENERGY LIMITED ("Viaro Energy" or
"Viaro"))
to be effected by means of a Scheme of Arrangement under Part 26 of the
Companies Act 2006
1 Introduction
The boards of Viaro Bidco and Deltic are pleased to announce that they have
reached agreement on the terms of a recommended cash offer for the entire
issued and to be issued ordinary share capital of Deltic (the "Acquisition").
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 Acquisition, which will be subject to the Conditions
and further terms set out below and in Appendix 1 to this Announcement, and to
be set out in the Scheme Document, Deltic Shareholders will be entitled to
receive:
For each Deltic Share: 7.46 pence in cash
(the "Cash Consideration")
The Cash Consideration represents a premium of approximately:
· 36 per cent. to the Closing Price of 5.50 pence
per Deltic Share on 27 June 2025 (being the last trading day before the
commencement of the Offer Period);
· 34 per cent. to the volume weighted average price
of 5.55 pence per Deltic Share for the one-month period to 27 June 2025 (being
the last trading day before the commencement of the Offer Period);
· 38 per cent. to the volume weighted average price
of 5.41 pence per Deltic Share for the three-month period to 27 June 2025
(being the last trading day before the commencement of the Offer Period); and
· 56 per cent. to the volume weighted average price
of 4.79 pence per Deltic Share for the six-month period to 27 June 2025 (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 £6.9 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, Viaro Bidco 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 Viaro Bidco exercises its rights under this paragraph 2 to
reduce the Cash Consideration payable under the terms of the Acquisition,
Viaro Bidco 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 Viaro Bidco 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, Viaro Bidco has agreed to provide a
bridging loan of up to £2.7million (the "Bridge Financing") with a view to
providing Deltic with sufficient working capital prior to the Acquisition
becoming Effective (further details of which are set out in paragraph 12
below).
In addition, in consideration for Deltic engaging in discussions with Viaro
Bidco in connection with the Acquisition, Viaro Bidco 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, Viaro Bidco 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 Viaro
Bidco, Deltic and the Panel agree and, if required, the Court may approve) and
the Scheme will become Effective in Q4 of 2025, 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 Viaro Group entered the upstream oil and gas business in 2020 through the
acquisition of Viaro Bidco and has continued to invest and expand through
further acquisitions in the UK and Netherlands. The Viaro Group has ambitious
growth plans for its upstream business, and believes that the Acquisition
would support its strategic aim of building a portfolio to deliver group
production of 100,000 boe/d.
Viaro Bidco has evaluated opportunities to expand its upstream operations in
the UK North Sea and views the licence interests held by Deltic to offer
significant synergies to its existing portfolio. In particular the development
of the Selene discovery is a key opportunity where Viaro Bidco can leverage
its expertise to add to Viaro Bidco's near-term production growth in the UK.
Additionally, the Blackadder exploration opportunity is close to existing
Viaro Bidco infrastructure and, if successful, could add to near term
production and extend the life of the potential host facilities.
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 and
Dana 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 recent election of a UK government which has further
undermined the UK's domestic oil and gas industry by pledging to end
exploration licencing and ban drilling for new oil and gas fields in UK
waters.
The Deltic Directors consider that continuing uncertainty around the UK
government's support for domestic exploration and production has undermined
investor confidence in the sector as a whole and the industry awaits new
fiscal and policy direction later this year in response to a number of ongoing
public consultations which the Board believes is likely to have significant
implications for the industry. This ongoing uncertainty has been difficult
for companies across the sector, but especially 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 is a material
asset for Deltic with material long term cash-flow potential, it will require
substantial additional investment for studies and development capital
expenditure prior to delivery of first gas which is currently estimated in
early 2029. While debt facilities or gas sales pre-payment options may
potentially be available to satisfy the majority of the Company's capital
requirements following a final investment decision ('FID'), expected in early
2027, the Deltic Directors consider that the Company would be wholly reliant
on equity funding until that point.
Deltic was also recently informed by Shell UK Ltd of an overspend on the
Selene well which will result in unexpected costs being allocated to Deltic.
The exact quantum of these costs is currently still being assessed and
reviewed by the joint venture partners, but it is expected to be approximately
£1.3 million net to Deltic. While discussions around a deferred payment
agreement, similar to that put in place in 2024 for Pensacola, are ongoing,
this would represent a significant deferred liability for Deltic that would
likely be due prior to first revenues from a potential Selene development.
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 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 remain 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 36 per cent. to the Closing Price of 5.50
pence per Deltic Share on 27 June 2025 (being the last Business Day before
this Announcement). In addition, the Acquisition represents premia of 34 per
cent., 38 per cent., and 56 per cent. to the volume weighted average price in
the one-month, three-month and six-month periods ended 27 June 2025
respectively.
· 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 Shareholders to realise their investment should they
wish to do so.
· As at 31 December 2024, Deltic had cash resources totalling £1.4
million. Subsequent to that period end, the cash position of the Company has
reduced as a result of normal operational expenditure such that, as at 31 May
2025, Deltic's unaudited cash balance was £0.49 million. Cash levels continue
to be carefully managed, however in the absence of the Acquisition proceeding,
the Deltic Directors anticipate that Deltic would be required to raise
additional capital during July 2025 to: (i) continue to fund the Company's
share of the Selene work program until value can be realised from the Selene
asset; (ii) cover the Company's general corporate costs; and (iii) allow
Deltic to cover its existing and potential additional deferred liabilities to
Shell.
· In light of the Company's requirement to access additional capital
during July 2025, the Board of Deltic 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 the Company'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 the Company'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 the Company. The Deltic Directors also believe that, in the absence
of alternative funding to the Bridge Financing and the Acquisition
progressing, the Company would be in an extremely challenging financial
position and the Deltic Directors may have no option but to place the Company
into administration. Should administrators be appointed, it is not known how
much, if any, value would be returned to Shareholders.
· The Deltic Directors have also considered the Offeror'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
Viaro Bidco 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;
· Lord Spencer of Alresford in respect of 2,856,825 Deltic Shares,
representing approximately 3.07 per cent. of the ordinary share capital of
Deltic in issue as at the Latest Practicable Date;
· Sarah McLeod in respect of 43,126 Deltic Shares, representing
approximately 0.05 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.
Viaro Bidco has therefore received, in aggregate, irrevocable undertakings in
respect of 17,849,240 Deltic Shares, representing approximately 19.17 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 Viaro Bidco and the Viaro Group
Viaro Bidco is a private company limited by shares. It was incorporated on 1
July 2015 in England and Wales with company number 09665181, and domiciled in
the United Kingdom under the Companies Act 2006. The address of its registered
office is 5th Floor, Viaro House, 20-23 Holbom, London, United Kingdom, EC1N
2JD.
Viaro Bidco was founded in 2015 for the purpose of making acquisitions of
companies or businesses in the upstream oil and gas and power sector. It has
grown rapidly through a series of corporate acquisitions, predominantly in the
UK North Sea. Viaro Bidco was acquired by Viaro Energy in 2020 and became part
of the Viaro Group. Since then, it has further expanded with various
acquisitions of upstream assets which has strengthened its position,
particularly in the UK and the Netherlands.
Viaro Bidco currently holds interests in more than 30 oil and gas assets in
the North Sea, with associated interests in the supporting infrastructure and
in key onshore terminals in both the UK and the Netherlands. Its team has a
strong and demonstrable technical capability and experience with both operated
and non-operated oil and gas assets in the North Sea and internationally,
working collaboratively within joint venture partnerships to deliver added
value through the application of relevant experience in the management of
mature assets, with a number of its personnel having held key positions within
operating companies.
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 business, directors,
management, employees, pensions and locations of the Deltic Group
10.1 Strategic plans for Deltic
Viaro Bidco views the licence interests held by Deltic to offer significant
synergies to its existing portfolio and its intention is to continue to invest
in and expand its upstream operations in the UK North Sea.
Viaro Bidco therefore intends to integrate Deltic's licence interests to its
UK portfolio of producing and exploration assets. In particular, Viaro Bidco
would leverage its expertise and provide the required funding to support the
development of the Selene discovery, which would add to its near-term
production growth in the UK. Additionally, the Blackadder exploration
opportunity is close to existing Viaro Bidco infrastructure and, if
successful, could add to near term production and extend the life of the
potential host facilities. As previously stated, Viaro Bidco would be
providing the required capital to fund Deltic's obligations under its current
licences and in particular funding its share of the Selene discovery.
10.2 Management and employees
Viaro Bidco attaches great importance to the skills, knowledge, and expertise
of Deltic's employees and, subject to this paragraph 10.2, expects that the
existing employees of Deltic will contribute and be key to its future
long-term success.
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 and Chief Financial Officer will formally step down from
their pre-completion roles. Following completion of the Acquisition, Viaro
Bidco intends to undertake a comprehensive resourcing assessment which might
result in reassigning both individuals to other suitable operational positions
within the company or result in potential headcount reductions or material
changes to their conditions of employment, as required to align with Viaro
Bidco's operating model. Furthermore, Viaro Bidco intends to reduce Deltic's
headquarter administrative headcount, as a result of the relocation of
Deltic's London headquarter to Viaro Bidco's headquarter, as described below,
which will affect one relevant additional employee.
The above-mentioned assessment on resourcing could therefore lead to a total
reduction of up to five positions from Deltic's seven-person headcount,
including non-executive directors.
As Deltic's operations expand under Viaro Bidco's ownership, additional
business support functions for the Deltic Group may be required and may be
established as part of the Viaro Group. Any headcount reductions would be
carried out in accordance with applicable law (including, in jurisdictions
where relevant, informing and consulting obligations). Notwithstanding this,
Viaro Bidco 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
Viaro Bidco confirms that, 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.
Deltic makes contributions to defined contribution pension schemes on behalf
of a number of qualifying employees and Viaro Bidco intends that these
arrangements would remain in place. Viaro Bidco does not intend to make any
material changes to the current employer pension contribution arrangements.
10.4 Incentivisation arrangements
Following the Scheme becoming Effective, Viaro Bidco intends to review
Deltic's management and employee incentive structures. Other than initial
intention statements, Viaro Bidco has not entered into and has not had
discussions on proposals to enter into any form of 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
Viaro Bidco intends to relocate Deltic's London headquarter and headquarter
functions to Viaro Bidco's offices in London. Viaro Bidco does not intend to
make any other material changes to Deltic's fixed assets.
Deltic does not have any research and development functions and Viaro Bidco
does not intend to create such functions.
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 this paragraph 10.1 to 10.6 are "post-offer
undertakings" for the purposes of Rule 19.5 of the Takeover Code.
11 Deltic Share Option Plans
Participants in the Deltic Share Option Plans will be contacted regarding the
effect of the Acquisition on their rights under the Deltic Share Option Plans
and appropriate proposals, which reflect their rights under the Deltic Share
Option Plans, will be made to such participants in due course. Details of the
impact of the Scheme on each of the Deltic Share Option Plans 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 Plans.
However, in summary, options granted under the Company's Share Option Plan and
Enterprise Management Incentives Plan have exercise prices higher than the
Consideration being offered by Viaro Bidco for Deltic Shares. As a result,
given that no options that remain exercisable have an exercise price lower
than the Consideration, no options are expected to be exercised.
12 Financing
Cash Consideration
The Cash Consideration payable by Viaro Bidco under the terms of the
Acquisition will be funded from its existing cash resources. Hannam &
Partners, in its capacity as financial adviser to Viaro Bidco, is satisfied
that sufficient resources are available to Viaro Bidco to enable it to satisfy
in full the Cash Consideration payable under the terms of the Acquisition.
Further information on the financing of the Acquisition will be set out in the
Scheme Document.
Bridge Financing
On 30 June 2025, in connection with the Acquisition, Viaro Bidco entered into
the Facility Letter with Deltic. Pursuant to the terms of the Facility Letter,
Viaro Bidco has agreed to make available to Deltic a term loan facility of up
to £2.7 million. The Bridge Financing will be available to be used for
general corporate and working capital purposes. The Bridge Financing will
(subject to customary conditions at the time of each utilisation) be available
to Deltic to draw down in tranches no more frequently than once in any one
month period and in amounts based on the anticipated cash flow requirements of
Deltic and its subsidiaries for that period), until the availability for draw
down ceases on 30 November 2025. No further utilisation requests may be made
after such date without the consent of Viaro Bidco.
According to the current anticipated timetable, the Acquisition is expected to
become Effective during Q4 2025. 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 Viaro Bidco to fund or maintain its
participation in the financing and Viaro Bidco is unable to transfer its
interest in the Bridge Financing to another lender.
Interest will accrue at a rate of 10 per cent. per annum on the principal
drawn down pursuant to the Facility Letter.
13 Offer-related arrangements
Confidentiality Agreement
On 16 May 2025, Viaro Bidco and Deltic entered into a confidentiality
agreement (the "Confidentiality Agreement") in connection with the
Acquisition, pursuant to which, amongst other things, Viaro Bidco 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 (i) two years from the date of the Confidentiality Agreement; and
(ii) the date of completion of the Acquisition, except where expressly
provided otherwise in the terms of the Confidentiality Agreement.
The Confidentiality Agreement contains standstill provisions which restrict
Viaro Bidco from acquiring or offering to acquire interests in the securities
of Deltic, with those restrictions ceasing to apply upon the release of this
Announcement.
Cost Coverage Agreement
On 25 June 2025, Viaro Bidco and Deltic entered into a cost coverage
agreement (the "Cost Coverage Agreement") in connection with the Acquisition.
Pursuant to the Cost Coverage Agreement, Viaro Bidco 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, Viaro Bidco (i) ceases
discussions and negotiations regarding the Acquisition or (ii) materially
changes the terms of the Acquisition;
· Viaro Bidco 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 Viaro Energy or to a third party
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 either (i)
prior to the release of this Announcement, £120,000 (excluding any amounts of
VAT payable thereon), or (ii) following the release of this Announcement,
£650,000 (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 Viaro Bidco.
Facility Letter
Pursuant to the terms of the Facility Letter, Viaro Bidco has agreed to
provide a term loan facility to Deltic of up to £2.7 million. Deltic may
utilise the facility for general corporate and working capital purposes of the
Deltic Group. Details of the Facility Letter are set out in paragraph 12
above.
14 Structure of the Acquisition Structure
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. Viaro Bidco 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 Viaro Bidco 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 Viaro Bidco, 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 Viaro Bidco and Deltic); and
· following such sanction, a copy of the Court
Order is delivered to the Registrar of Companies.
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 Viaro Bidco and Deltic may agree or (b) (in a competitive situation) as may
be specified by Viaro Bidco with the consent of the Panel, and in each case
that (if so required) the Court may allow);
· the Court hearing to sanction the Scheme 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 Viaro Bidco and Deltic may agree or (b) (in a competitive situation) as may
be specified by Viaro Bidco 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 Viaro Bidco and Deltic
may agree or (b) (in a competitive situation) as may be specified by Viaro
Bidco 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 Q4 of 2025.
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 Viaro Bidco (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 Viaro Bidco and/or
its nominees) to be automatically transferred to Viaro Bidco (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 Viaro Bidco and its nominees)
holding shares in the capital of Deltic after the Effective Date.
Further details of the Scheme, including expected times and dates for each of
the Court Meeting, the General Meeting and the Sanction Hearing, together with
notices of the Court Meeting and General Meeting, 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 Viaro Bidco, Deltic and the Panel agree and, if required, the
Court may approve). The General Meeting is expected to be held immediately
after the Court Meeting.
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 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 Viaro Bidco, nor any of its directors, nor, so far as Viaro Bidco 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
Viaro Bidco 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 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 Viaro Bidco 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,
Viaro Bidco 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.
Hannam & Partners 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 Viaro Bidco's and
Deltic's websites at https://viaro.co.uk/disclaimer/ 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 Hannam & Partners and
Allenby Capital as referred to in paragraph 17 of this Announcement;
· the Facility Letter referred to in paragraph 12 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.
Viaro Bidco +44 203 826 4800
Francesco Mazzagatti
Hannam & Partners (Financial Adviser to Viaro Bidco)
Samuel Merlin +44 207 907 8500
Neil Passmore
Deltic
Andrew Nunn +44 207 887 2630
Sarah McLeod
Allenby Capital (Rule 3 Adviser, Nominated Adviser and Financial Adviser to +44 203 328 5656
Deltic)
David Hart
Alex Brearley
Daniel Dearden-Williams
Brodies LLP is acting as legal adviser to Viaro Bidco. DAC Beachcroft LLP is
acting as legal adviser to Deltic.
Important notices about financial advisers
H & P Advisory Limited, trading as Hannam & Partners, which is
authorised and regulated by the FCA in the United Kingdom, is acting
exclusively for Viaro Bidco and no one else in connection with the matters
described in this Announcement and will not be responsible to anyone other
than Viaro Bidco for providing the protections afforded to clients of Hannam
& Partners nor for providing advice in relation to the subject matter of
this announcement. Neither Hannam & Partners nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Hannam & Partners in connection with
this announcement, any statement contained herein or otherwise.
Allenby Capital, which is authorised and regulated by the FCA in the United
Kingdom, is acting as financial adviser to Deltic and no one else in
connection with the matters described in this Announcement and will not be
responsible to anyone other than Deltic for providing the protections afforded
to clients of Allenby Capital nor for providing advice in connection with the
matters referred to herein. Neither Allenby Capital nor any of its
subsidiaries, branches or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Allenby
Capital in connection with this Announcement, any statement contained herein,
any offer or otherwise.
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. Upon the publication of this
announcement via a Regulatory Information Service, this inside information
will be considered to be in the public domain.
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 Viaro Bidco urge Deltic Shareholders to read the
Scheme Document (or any other document by which the Acquisition is made) in
full when it becomes available because it will contain important information
relating to the Acquisition, including details of how to vote in respect of
the Scheme.
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
Overseas jurisdictions
The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom, and the availability of the Acquisition to
Deltic Shareholders who are not resident in the United Kingdom, may be
restricted by the laws of those jurisdictions and therefore persons into whose
possession this Announcement comes should inform themselves about and observe
such restrictions. In particular, the ability of persons who are not resident
in the United Kingdom to vote their Deltic Shares with respect to the Scheme
at the Court meeting, or to execute and deliver forms of proxy appointing
another to vote at the Court Meeting on their behalf, may be affected by the
laws of the relevant jurisdictions in which they are located. Further details
in relation to Overseas Shareholders will be contained in the Scheme Document
(or, if the Acquisition is implemented by way of a Takeover Offer, the offer
document). Any failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person.
Unless otherwise determined by Viaro Bidco or required by the Takeover Code,
and permitted by applicable law and regulation, the Acquisition will not be
made available, directly or indirectly, in, into or from a Restricted
Jurisdiction. Accordingly, copies of this Announcement and all documents
relating to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from a Restricted Jurisdiction, and persons receiving this Announcement and
all documents relating to the Acquisition (including custodians, nominees and
trustees) must not mail or otherwise distribute or send them in, into or from
such Restricted Jurisdiction. If the Acquisition is implemented by way of
Takeover Offer (unless otherwise permitted by applicable law or regulation),
the Takeover Offer may not be made, directly or indirectly, in or into, or by
use of mails or any other means or instrumentality (including, without
limitation, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or any facility of a
national, state or other securities exchange of any Restricted Jurisdiction
and the Takeover Offer will not be capable of acceptance by any such use,
means, instrumentality or facilities or from within any Restricted
Jurisdiction.
This Announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law and the Takeover Code and information disclosed may not be the
same as that which would have been disclosed if this Announcement had been
prepared in accordance with the laws of jurisdictions outside the United
Kingdom. Nothing in this Announcement should be relied on for any other
purpose.
The Acquisition shall be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange, the FCA and the AIM
Rules.
Additional information for US investors
The Acquisition relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under English company law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer or proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure requirements and
practices applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of the US tender offer and proxy
solicitation rules.
If, in the future, Viaro Bidco exercises its right to implement the
Acquisition by way of a Takeover Offer, which is to be made into the US, such
Takeover Offer will be made in compliance with the applicable US laws and
regulations, including Section 14(e) and Regulation 14E under the US Exchange
Act. Such a Takeover Offer would be made in the US by Viaro Bidco and no one
else.
In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, Viaro Bidco, its affiliates, their advisers
and the nominees or brokers (acting as agents) may make certain purchases of,
or arrangements to purchase, shares in Deltic outside the Acquisition, such as
in open market purchases or privately negotiated purchases, during the period
in which the Acquisition remains open for acceptance. If such purchases or
arrangements to purchase were to be made, they would comply with applicable
law, including UK laws and the US Exchange Act. Any information about such
purchases or arrangements to purchase shall be disclosed as required under UK
laws and will be available to all investors (including US investors) via the
Regulatory Information Service and shall be available on the London Stock
Exchange website at www.londonstockexchange.com. To the extent that such
information is required to be publicly disclosed in the UK in accordance with
applicable regulatory requirements, this information will, as applicable, also
be publicly disclosed in the United States.
It may be difficult for US holders of Deltic Shares to enforce their rights
and any claim arising out of the US federal securities laws in connection with
the Acquisition, since Viaro Bidco and Deltic are located in non-US
jurisdictions, and some or all of their officers and directors may be
residents of non-US jurisdictions. US holders of Deltic Shares may not be able
to sue a non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court's
judgement.
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 will likely be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as foreign and
other, tax laws. Each US holder of Deltic Shares is urged to consult their
independent legal, tax and financial advisers regarding the tax consequences
of the Acquisition applicable to them, including under applicable US state and
local, as well as overseas and other, tax laws.
Forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Viaro Bidco or Deltic may contain statements about
Viaro Bidco and Deltic that are or may be deemed to be forward-looking
statements. All statements other than statements of historical facts included
in this Announcement may be forward-looking statements. Without limitation,
any statements preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may", "shall",
"should", "anticipates", "estimates", "projects", "is subject to", "budget",
"scheduled", "forecast" or words or terms of similar substance or the negative
thereof, are forward-looking statements. Forward-looking statements include
statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Viaro
Bidco's or Deltic's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of government regulation on Viaro Bidco's
or Deltic's business.
Such forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Viaro Bidco and Deltic about future events, and are therefore
subject to risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected or implied in any
forward-looking statements, including: changes in the global, political,
social, economic, business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates, future business
combinations or disposals, changes in the behaviour of market participants,
the speculative nature of oil and gas exploration, fluctuations in demand and
pricing in the oil and gas exploration industry and risks and hazards
associated with the business of oil and gas exploration. Other unknown or
unpredictable factors could cause actual results to differ materially from
those in the forward-looking statements. Such forward-looking statements
should therefore be construed in light of such factors. Neither Viaro Bidco
nor Deltic, nor any of their respective associates or directors, officers or
advisers, provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking
statements in this Announcement will actually occur. Due to such uncertainties
and risks, readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof. All
subsequent oral or written forward-looking statements attributable to any
member of the Viaro Group or the Deltic Group, or any of their respective
associates, directors, officers, employees or advisers, are expressly
qualified in their entirety by the cautionary statement above.
Viaro Bidco and Deltic expressly disclaim any obligation to update any
forward-looking or other statements contained herein, except as required by
applicable law or by the rules of any competent regulatory authority, whether
as a result of new information, future events or otherwise.
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 Viaro Bidco's website at https://viaro.co.uk/disclaimer/
(https://viaro.co.uk/disclaimer/) and Deltic's website at
https://Delticenergy.com/disclaimer/ (https://Delticenergy.com/disclaimer/) by
no later than 12.00 noon (London Time) on the Business Day following the
publication of this Announcement.
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 Viaro Bidco 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 Plans 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 Viaro Bidco and Deltic may agree or
(b) (in a competitive situation) as may be specified by Viaro Bidco 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 Viaro
Bidco and Deltic may agree or (b) (in a competitive situation) as may be
specified by Viaro Bidco 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 Viaro Bidco); 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 Viaro Bidco and Deltic may agree or (b) (in a competitive
situation) as may be specified by Viaro Bidco 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, Viaro Bidco 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:
Third party clearances
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:
3.1.1 require, prevent or materially delay the divestiture
or materially alter the terms envisaged for such divestiture by any member of
the Wider Viaro 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 Viaro Group or the Wider Deltic Group, in either case taken as a
whole;
3.1.2 require any member of the Wider Viaro 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 Viaro 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 Viaro Group or the Wider Deltic Group, in either case taken as a
whole;
3.1.3 impose any material limitation on, or result in a
material delay in, the ability of any member of the Wider Viaro 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;
3.1.4 otherwise materially adversely affect any or all of
the business, assets, profits, or prospects of the Wider Deltic Group and the
Wider Viaro Group taken as a whole;
3.1.5 result in any member of the Wider Deltic Group or any
member of the Wider Viaro 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 Viaro Group or the Wider
Deltic Group, in either case taken as a whole;
3.1.6 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
3.1.7 impose any material limitation on or result in any
material delay in the ability of any member of the Wider Viaro 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 Viaro Group and/or the Wider Deltic Group in a manner
which is materially adverse in the context of the Wider Viaro 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;
3.2 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;
3.3 all necessary Authorisations for the proposed Acquisition to
acquire any shares or other securities in, or control of, Deltic by any member
of the Wider Viaro Group having been obtained from all necessary Third
Parties, 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.
3.4 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:
3.4.1 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;
3.4.2 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;
3.4.3 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;
3.4.4 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;
3.4.5 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;
3.4.6 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;
3.4.7 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
3.4.8 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 3.4.1 to 3.4.8 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 2023
3.5 except as Disclosed, no member of the Wider Deltic Group
having since 31 December 2023:
3.5.1 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 Plans, 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;
3.5.2 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;
3.5.3 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;
3.5.4 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;
3.5.5 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;
3.5.6 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;
3.5.7 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;
3.5.8 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;
3.5.9 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
3.5.10 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;
3.5.11 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 3.5.1
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;
3.5.12 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;
3.5.13 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;
3.5.14 made any alteration to its memorandum or articles of
association or other incorporation documents (in each case, other than in
connection with the Acquisition);
3.5.15 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:
3.5.15.1 the terms of the trust deeds and rules constituting any
Relevant Pension Plan;
3.5.15.2 the contributions payable to any Relevant Pension Plan
or to the benefits which accrue, or to the pensions which are payable,
thereunder;
3.5.15.3 the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or determined; or
3.5.15.4 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;
3.5.16 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;
3.5.17 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;
3.5.18 (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;
3.5.19 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;
3.5.20 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
3.5.21 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 3.5);
No adverse change, litigation, regulatory enquiry or similar
3.6 except as Disclosed, since 31 December 2023 there having
been:
3.6.1 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;
3.6.2 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;
3.6.3 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;
3.6.4 no contingent or other liability having arisen or
become apparent to Viaro Bidco 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;
3.6.5 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
3.6.6 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
3.7 except as Disclosed, Viaro Bidco not having discovered that:
3.7.1 any financial, business or other information
concerning the Wider Deltic Group publicly announced before the date of the
Announcement or disclosed at any time to any member of the Wider Viaro 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;
3.7.2 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
3.7.3 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
3.8 except as Disclosed and since 31 December 2023, 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:
3.8.1 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
3.8.2 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
3.8.3 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
3.9 except as Disclosed, Viaro Bidco not having discovered:
3.9.1 (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;
3.9.2 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);
3.9.3 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
3.9.4 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 Viaro 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
3.9 (inclusive) of Part 1 above must each be fulfilled, determined by Viaro
Bidco to be or to remain satisfied or (if capable of waiver) be waived by
Viaro Bidco prior to the commencement of the Sanction Hearing, failing which
the Scheme will lapse.
2 Notwithstanding the paragraph above, subject to the
requirements of the Panel and the Takeover Code, Viaro Bidco 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, Viaro Bidco 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 3.9 (inclusive) of Part 1 above.
3 Viaro Bidco 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 Viaro Bidco is required by the Panel to make an offer
for Deltic Shares under the provisions of Rule 9 of the Takeover Code, Viaro
Bidco 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, Viaro Bidco 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 Viaro Bidco.
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
Viaro Bidco 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, Viaro
Bidco 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 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 Viaro Bidco 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 Viaro Bidco 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 Viaro Bidco 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 Viaro Bidco 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 Viaro Bidco 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 is not being 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
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.£6.9million attributed to the fully
diluted issued share capital of Deltic has been calculated based on 7.46 pence
per Deltic Share and:
2.1 93,096,600 Deltic Shares in issue; excluding
2.2 the additional effect of 9,506,560 outstanding Deltic Share
Options which are out of the money in relation to the offer price of 7.46
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 Closing Prices are the closing middle market prices of a
Deltic Share on a particular trading day as derived from Bloomberg data for
the purpose of calculations of the volume-weighted average price;
5 certain figures included in this Announcement have been
subject to rounding adjustments; and
6 unless otherwise stated, the financial information
relating to Deltic is extracted from the annual report and accounts and the
interim results of Deltic 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 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%
These irrevocable undertakings also extend to any Deltic Shares acquired by
the Deltic Directors as a result of the vesting of awards or the exercise of
options under the Deltic Share Option Plans.
The obligations of the Deltic Directors under these irrevocable undertakings
remain binding in the event a higher competing offer is made for Deltic and
will cease to be binding on the earlier of the following occurrences:
• the Scheme Document is not released by the date which
is 28 days after the date of this Announcement (or such later date as may be
approved by the Panel);
• if Viaro Bidco announces its election 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 of the announcement of the
election to implement the Acquisition by way of a Takeover Offer (or such
later date as may be approved by the Panel);
• if Viaro Bidco announces, with the consent of the
Panel, that it does not intend to proceed with the Acquisition and no new,
revised or replacement acquisition is announced in accordance with Rule 2.7 of
the Code at the same time;
• if the Scheme or the Takeover Offer lapses or is
withdrawn and (i) no new, revised or replacement acquisition (to which this
undertaking applies) is announced in accordance with Rule 2.7 of the Code at
the same time or (ii) Viaro Bidco publicly confirms that it does not intend to
proceed with the Acquisition or to implement the Acquisition by way of a
Takeover Offer or otherwise;
• if the Scheme becomes effective or the Deltic Shares
are transferred to Viaro Bidco (or any of its nominees) pursuant to the
Takeover Offer;
• the date on which any competing offer for the entire
issued and to be issued share capital of Deltic is declared wholly
unconditional (if implemented by way of a takeover offer) or, if proceeding by
way of a scheme of arrangement, becomes effective; or
• the Scheme has not become effective by 11.59 p.m. on
the Long Stop Date.
2 Deltic Shareholders irrevocable undertakings
In addition to the Deltic Directors, each of IPGL Limited, Lord Spencer of
Alresford, Sarah McLeod and Sarah Flavell have given to Viaro Bidco an
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%
Lord Spencer of Alresford 2,856,825 3.07%
Sarah McLeod 43,126 0.05%
Sarah Flavell 30,172 0.03%
The irrevocable undertakings given by each of IPGL Limited, Lord Spencer of
Alresford, Sarah McLeod and Sarah Flavell will cease to be binding, inter
alia, on the earlier of the following occurrences:
• if the Scheme Document is not released by the date
which is 28 days after the date of this Announcement (or such later date as
may be approved by the Panel);
• if Viaro Bidco 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);
• if Viaro Bidco announces, with the consent of the
Panel, that it does not intend to proceed with the Acquisition and no new,
revised or replacement acquisition (to which this undertaking applies) is
announced in accordance with Rule 2.7 of the Code at the same time;
• if the Scheme or the Takeover Offer lapses or is
withdrawn and (i) no new, revised or replacement acquisition (to which this
undertaking applies) is announced in accordance with Rule 2.7 of the Code at
the same time or (ii) Viaro Bidco publicly confirms that it does not intend to
proceed with the Acquisition or to implement the Acquisition by way of a
Takeover Offer or otherwise;
• if the Scheme becomes effective or the Deltic Shares
are transferred to Viaro Bidco (or any of its nominees) pursuant to the
Takeover Offer;
• in respect of the irrevocable undertaking of each of
Sarah McLeod and Sarah Flavell only, any third party announces, in accordance
with the Code, a firm intention to make an offer (whether made by way of an
offer or a scheme of arrangement) for the entire issued share capital of
Deltic (other than any shares already held by such third party or any party
acting in concert with it) (a Competing Offer) and such Competing Offer is
declared wholly unconditional or, if proceeding by way of a scheme of
arrangement, becomes effective;
• in respect of the irrevocable undertakings of each of
IPGL Limited and Lord Spencer of Alresford only, any third party announces,
in accordance with the Code, a firm intention to make an offer (whether made
by way of an offer or a scheme of arrangement) for the entire issued share
capital of Deltic; or
• the Scheme has not become effective by 11.59 p.m. on
the Long Stop Date.
APPENDIX 4
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
"Acquisition" the recommended cash offer by Viaro Bidco for 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 Viaro Bidco so elects under
certain circumstances described in this Announcement) and, where the context
requires, any subsequent revision, variation, extension or renewal thereof;
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange, as amended
from time to time;
"AIM" or "AIM Market" the AIM Market of the London Stock Exchange;
"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;
"Announcement" this announcement;
"Authorisations" regulatory authorisations, orders, determinations, recognitions, grants,
consents, clearances, confirmations, certificates, licences, permissions,
exemptions or approvals;
"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;
"Cash Consideration" 7.46 pence in cash per Deltic Share;
"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 Viaro Bidco or an entity ultimately controlled by Viaro Bidco or its
affiliates (or a person acting in concert with either) or at the agreement of
Viaro Bidco or an entity ultimately controlled by Viaro Bidco 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 Viaro Bidco and Deltic dated 16 May
2025;
"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" 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 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 Viaro Bidco's consent,
provided that Viaro Bidco 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.
"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 Viaro Bidco elects to implement the Acquisition by
means of a Takeover Offer, to accept such Takeover Offer;
"Deltic Directors" the directors of Deltic;
"Deltic FY2023 ARA" the annual report and accounts of Deltic for FY2023;
"Deltic Group" Deltic and its subsidiary undertakings and where the context permits, each of
them;
"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;
"Deltic Shareholders" the holders of Deltic Shares;
"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;
"Disclosed" the information disclosed by, or on behalf of Deltic; (i) in the Deltic FY2023
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 Viaro
Bidco 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 Viaro Bidco (or its officers, employees, agents or advisers in
each case in their capacity as such) in writing before the date of this
Announcement;
"Effective Date" the date on which either: (i) the Scheme becomes effective in accordance with
its terms; or (ii) (if Viaro Bidco 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;
"EU Member State" a member state of the European Union;
"Euroclear" Euroclear UK & International Limited;
"Excluded Shares" (i) any Deltic Shares of which Viaro Bidco or any member of the Viaro Group is
the holder or in which Viaro Bidco or any member of the Viaro 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 30 June 2025 between Viaro Bidco and
Deltic;
"FCA" or "Financial Conduct Authority" the Financial Conduct Authority of the United Kingdom or any successor
regulatory body;
"FSMA" the Financial Services and Markets Act 2000 (as amended from time to time);
"FY 2023" the financial year ended 31 December 2023;
"General Meeting" the general meeting of the Deltic Shareholders (including any adjournment
thereof) to consider and, if thought fit, pass the Deltic Resolution(s);
"Hannam & Partners" H & P Advisory Limited, a private limited company incorporated in England
and Wales with company number 11120795 and having its registered office
address at 3rd Floor, 7-10 Chandos Street, London, England, W1G 9DQ;
"Latest Practicable Date" 27 June 2025, 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 2025 or such later time or date, if any, (a) as Deltic
and Viaro Bidco may agree, or (b) (in a competitive situation) as may be
specified by Viaro Bidco with the consent of the Panel, and in each case that
(if so required) the Court may allow;
"Offer Period" the offer period (as defined by the Takeover Code) relating to Deltic, which
commenced on the date of this Announcement;
"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;
"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;
"Sanction Hearing" the hearing of the Court of the application to sanction the Scheme under Part
26 of the Companies Act;
"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 Court hearing to sanction the
Scheme, or such other time as Deltic and Viaro Bidco 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;
"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 Viaro Bidco;
"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 Viaro Bidco to acquire the entire
issued and to be issued share capital of Deltic, other than Deltic Shares
owned or controlled by the Viaro Group and, where the context admits, any
subsequent revision, variation, extension or renewal of such offer;
"Third Party Offer" means an announcement by a third party of its intention to make an offer for
all or any of the shares of Deltic (other than the Takeover 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;
"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, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof;
"US Exchange Act" the United States Securities Exchange Act of 1934, and the rules and
regulations promulgated thereunder;
"Viaro Bidco Board" the board of directors of Viaro Bidco;
"Viaro Energy" or "Viaro" Viaro Energy Limited, a private limited company incorporated under the laws of
England and Wales with company number 12471979 and having its registered
office address at 5th Floor Viaro House, 20-23 Holborn, London, England, EC1N
2JD, being the sole shareholder of Viaro Bidco;
"Viaro Group" Viaro Investment and its subsidiary undertakings and where the context
permits, each of them;
"Viaro Investment" Viaro Investment Limited, a private limited company incorporated under the
laws of England and Wales with company number 12369869 and having its
registered office address at 5th Floor Viaro House, 20-23 Holborn, London,
England, EC1N 2JD, being the sole shareholder of Viaro Energy;
"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; and
"Wider Viaro Group" Viaro Group and associated undertakings and any other body corporate,
partnership, joint venture or person in which Viaro Bidco, Viaro Energy, Viaro
Investment 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.
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 the times referred to in this Announcement are London times unless
otherwise stated.
References to the singular include the plural and vice versa.
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