REG - Hurricane Energy PLC - Results of Court Meeting and General Meeting

Hurricane EnergyAnnouncement

04/05/2023 14:30

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RNS Number : 4708Y  Hurricane Energy PLC  04 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.

FOR IMMEDIATE RELEASE

4 May 2023

RECOMMENDED ACQUISITION

of

Hurricane Energy plc ("Hurricane")

by

Prax Exploration & Production PLC ("Prax")

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

 

Results of Court Meeting and General Meeting

 

On 16 March 2023, the boards of directors of Hurricane and Prax announced that
they had reached agreement on the terms of a recommended acquisition of the
entire issued, and to be issued, share capital of Hurricane by Prax (the
"Acquisition"), to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act (the "Scheme").

 

Hurricane is pleased to announce that, at the Court Meeting and the General
Meeting held earlier today, all the resolutions proposed were duly passed.

 

Full details of the resolutions passed are set out in the notices of the Court
Meeting and General Meeting contained in the scheme document dated 6 April
2023 (the "Scheme Document"), which, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, is available on Hurricane's
website at www.hurricaneenergy.com (http://www.hurricaneenergy.com/) and
Prax's microsite at https://www.prax.com/offer-for-hurricane-energy-plc.

 

Defined terms used but not defined in this announcement have the meaning given
to them in the Scheme Document.

 

VOTING RESULTS OF THE COURT MEETING

 

The Scheme was approved by the requisite majority on a poll vote at the Court
Meeting held at 10.00 a.m. on 4 May 2023. A majority in number of the Scheme
Shareholders who voted (and who were entitled to vote), either in person or by
proxy, representing over 75 per cent. in value of the Scheme Shares held by
such Scheme Shareholders present and voting, voted to approve the Scheme.

 

The results of the poll at the Court Meeting held on 4 May 2023 were as
follows:

 

          Number of Scheme Shareholders who voted  Percentage of Scheme Shareholders who voted  Number of Scheme Shares voted  Percentage of Scheme Shares voted  Number of Scheme Shares voted as a percentage of the issued ordinary share
                                                                                                                                                                  capital entitled to vote on the Scheme(#)
 FOR      88                                       68.75%                                       1,064,346,921                  87.58%                             53.43%
 AGAINST  40                                       31.25%                                       150,944,491                    12.42%                             7.58%
 TOTAL    128                                      100%                                         1,215,291,412                  100%                               61.01%

 

# The total number of Scheme Shares in issue at the Voting Record Time was
1,991,871,556.

 

 

VOTING RESULTS OF THE GENERAL MEETING

 

The special resolutions to provide for the implementation of the Scheme and
the approval of the Special Dividends were each passed by the requisite
majority on a poll vote at the General Meeting held at 10.15a.m. on 4 May
2023.

 

The results of the poll at the General Meeting held on 4 May 2023 were as
follows:

 

                                                                               FOR                                                                     AGAINST                                                                 TOTAL                             WITHHELD*
 Resolution 1                                                                  Number of Hurricane Shares voted  Percentage of Hurricane Shares voted  Number of Hurricane Shares voted  Percentage of Hurricane Shares voted  Number of Hurricane Shares voted  Number of Hurricane Shares
 Approval of the implementation of the Scheme, including the amendment of the  1,077,727,415                     87.55%                                153,226,217                       12.45%                                1,230,953,632                     189,522
 Company's Articles
 Resolution 2                                                                  Number of Hurricane Shares voted  Percentage of Hurricane Shares voted  Number of Hurricane Shares voted  Percentage of Hurricane Shares voted  Number of Hurricane Shares voted  Number of Hurricane Shares
 Approval of Transaction Dividend and authority to directors to pay            1,084,584,419                     88.12%                                146,167,622                       11.88%                                1,230,752,041                     391,113
 Supplementary Dividend

 

* A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes 'For' or 'Against' the resolution.

 

Completion of the Acquisition remains subject to the satisfaction or, if
applicable, waiver of the other Conditions set out in the Scheme Document,
including the Court sanctioning the Scheme at the Court Hearing which is
expected to take place in June 2023.

 

If any of the key dates set out above or in the Scheme Document change,
Hurricane will give notice of this change by issuing an announcement through a
Regulatory Information Service and by making such announcement available on
its website at www.hurricaneenergy.com.

 

Dentons UK & Middle East LLP is providing legal advice to Hurricane.
Pinsent Masons LLP is providing legal advice to Prax and the Prax Group.

 

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

 Financial Adviser, Nominated Adviser & Joint Corporate Broker to
 Hurricane

 Callum Stewart / Jason Grossman
 Investec Bank plc                                                       +44 (0)20 7597 5970

 Joint Corporate Broker to Hurricane

 Chris Sim / Charles Craven / Jarrett Silver
 Vigo Consulting                                                         +44 (0)20 7390 0230

 Public Relations Adviser to Hurricane

 Patrick d'Ancona / Ben Simons

 Hurricane@vigoconsulting.com (mailto:Hurricane@vigoconsulting.com)
 Prax                                                                    +44 (0) 20 3757 4986

 Alessandro Agostini, Head of Exploration and Production

 (Care of Camarco)
 Gneiss Energy Limited                                                   +44 (0) 20 3983 9263`

 Financial Adviser to Prax

 Jon Fitzpatrick / Paul Weidman
 Camarco                                                                 +44 (0) 20 3757 4986

 Public Relations Adviser to Prax

 Billy Clegg / Georgia Edmonds / Violet Wilson / Hugo Liddy

 prax@camarco.co.uk (mailto:prax@camarco.co.uk)

Inside Information

This announcement is released by Hurricane Energy plc and contains inside
information under Regulation (EU) 596/2014 on market abuse, as it forms part
of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the UK
MAR). For the purpose of the UK MAR, this announcement is made by Antony
Maris, Chief Executive Officer at Hurricane Energy plc.

 

Important Notices

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

 

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 no one else in connection with the Acquisition, the other
matters referred to in this announcement and the Scheme Document, and will not
be responsible to anyone other than Hurricane for providing the protections
afforded to clients of Investec or for providing advice in connection with the
Acquisition or any matter or arrangement referred to herein.

 

Gneiss Energy Limited ("Gneiss"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting exclusively for
Prax and no one else in connection with the Acquisition, the other matters
referred to in this announcement and the Scheme Document, and will not be
responsible to anyone other than Prax for providing the protections afforded
to clients of Gneiss or for providing advice in connection with the
Acquisition or any matter or arrangement referred to herein.

 

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 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 document 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/)

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

This announcement will be available free of charge, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Hurricane's website at www.hurricaneenergy.com
(http://www.hurricaneenergy.com/) and Prax's microsite at
https://www.prax.com/offer-for-hurricane-energy-plc/
(http://www.prax.com/offer-for-hurricane-energy-plc/) 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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