REG - Hurricane Energy PLC - Operational and Transaction Update

Hurricane EnergyAnnouncement

02/05/2023 07:00

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RNS Number : 9877X  Hurricane Energy PLC  02 May 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

 

2 May 2023

 

Hurricane Energy plc

 

("Hurricane" or the "Company")

 

Operational and Transaction Update

 

Hurricane Energy plc, the UK based oil and gas company, is pleased to provide
an operational update. This information is unaudited, and subject to further
review and adjustments.  Also provided is an update on the recommended
acquisition by Prax Exploration & Production PLC ("Prax") of the entire
issued, and to be issued, share capital of Hurricane (the "Acquisition") to be
effected by means of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act 2006 (the "Scheme"), which was announced by Hurricane and
Prax on 16 March 2023.

 

The 34th cargo of Lancaster oil, totalling approximately 541 Mbbls, was lifted
on 27 April 2023. This cargo was priced by reference to the average of the
last five days of April's Dated Brent quotes, being c. $82/bbl, resulting in
net revenue of c. $43 million.

 

The two liftings in 2023, totalling 1,041 Mbbls, have realised an average
price of c. $79 per barrel. The next cargo is anticipated to be lifted in July
2023.

 

As a result of the April lifting, the Board of Hurricane is highly confident
that, under the terms of the offer from Prax, the full value of the
Supplementary Dividend will be paid (either as a dividend or as part of the
Deferred Consideration Units (DCUs)) at the same time as the Transaction
Dividend and the Cash Consideration, being within 14 days of the Effective
Date. Therefore, it is expected that a total of 6.02 pence per share will be
paid at this time.

 

Defined terms used but not defined in this announcement have the meaning given
to them in the scheme document in respect of the Scheme and the Acquisition,
which was published and made available to Hurricane Shareholders on 6 April
2023 (the "Scheme Document"). The Scheme Document and other information
relating to the Acquisition is available on the Company's website:

https://www.hurricaneenergy.com/investors/formal-sale-process
(https://www.hurricaneenergy.com/investors/formal-sale-process)

 

 

-ends-

 

Contacts:

 

 Hurricane Energy plc                             +44 (0)1483 862820

 Antony Maris, Chief Executive Officer

 communications@hurricaneenergy.com

 Stifel Nicolaus Europe Limited                   +44 (0)20 7710 7600

 Nominated Adviser & Joint Corporate Broker

 Callum Stewart / Jason Grossman

 Investec Bank plc                                +44 (0)20 7597 5970

 Joint Corporate Broker

 Chris Sim / Charles Craven / Jarrett Silver

 Vigo Consulting                                  +44 (0)20 7390 0230

 Public Relations

 Patrick d'Ancona / Ben Simons

 hurricane@vigoconsulting.com

About Hurricane

 

Hurricane has a 100% interest in and operates the Lancaster field, the UK's
first field to produce from a fractured basement reservoir.

 

 

Visit Hurricane's website at www.hurricaneenergy.com
(http://www.hurricaneenergy.com)

Glossary

 Mbbls  Thousand barrels

 
 Inside Information

 

This announcement does not contain inside information.

 

Notices related to the financial adviser and brokers

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

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

Further information

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

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

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

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

Overseas Shareholders

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

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

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

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

Notice to Hurricane Shareholders in the United States

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

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

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

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

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

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

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

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

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

Forward looking statements

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

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

No Profit Forecasts or Estimates

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

Dealing and Opening Position Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent.
or more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the Offer Period and, if later, following the Document in
which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of: (i) the offeree company; and (ii) any securities exchange
offeror(s).  An Opening Position Disclosure by a person to whom Rule 8.3(a)
of the Code applies must be made by no later than 3.30 p.m.  (London time) on
the 10th business day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m.  (London time) on the 10th business
day following the announcement in which any securities exchange offeror is
first identified.  Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to the deadline
for making an Opening Position Disclosure must instead make a Dealing
Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in
one per cent.  or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror.  A Dealing Disclosure must contain details
of the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of: (i) the
offeree company; and (ii) any securities exchange offeror, save to the extent
that these details have previously been disclosed under Rule 8 of the Code.
A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must
be made by no later than 3.30 p.m.  (London time) on the business day
following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, (http://www.thetakeoverpanel.org.uk/) including
details of the number of relevant securities in issue, when the Offer Period
commenced and when any offeror was first identified.  If you are in any doubt
as to whether you are required to make an Opening Position Disclosure or a
Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129.

Publication on Website and Availability of Hard Copies

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available free of charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Hurricane's website at
https://www.hurricaneenergy.com/investors/formal-sale-process
(https://www.hurricaneenergy.com/investors/formal-sale-process) by no later
than 12.00 noon (London time) on the business day following the date of this
announcement.

Neither the content of any website referred to in this announcement nor the
content of any website accessible from hyperlinks is incorporated into, or
forms part of, this announcement.

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

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

 

 

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