REG - Prax Explrtn & Prod. Hurricane Energy PLC - Letter of intent related to the HUR acquisition

Hurricane EnergyAnnouncement

25/04/2023 14:15

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RNS Number : 4173X  Prax Exploration & Production PLC  25 April 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 SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/2014) AS IT FORMS PART
OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED

FOR IMMEDIATE RELEASE

25 April 2023

Prax Exploration & Production PLC ("Prax")

Letter of intent in respect of the recommended acquisition of Hurricane Energy
plc ("Hurricane")

Prax and Hurricane announced on 16 March 2023 that they had reached agreement
on the terms of a recommended acquisition of the entire issued and to be
issued share capital of Hurricane (the "Acquisition"). A scheme document was
published or made available to Hurricane Shareholders on 6 April 2023 (the
"Scheme Document"). Prax announces that it has now received a letter of intent
from Ophorst Van Marwijk Kooy Vermogensbeheer N.V. ("OVMK") in support of the
Acquisition in respect 41,600,000 Hurricane Shares.

Following this, Prax has received irrevocable undertakings or a letter of
intent in support of the Acquisition from Hurricane Shareholders representing,
in aggregate, 47 per cent of Hurricane's issued share capital. Cumulative
tables of all irrevocable commitments and details of the letter of intent
received in favour of Prax in connection with the Acquisition Offer are set
out below.

Shareholder Support for the Acquisition

Letter of Intent from OVMK

Prax has received a non-binding letter of intent from OVMK to vote in favour
of a scheme of arrangement or accept any takeover offer (as necessary) and
vote in favour of any resolution which would assist with the implementation of
the Acquisition. The letter of intent from OVMK is in respect of 41,600,000
Hurricane Shares representing approximately 2.09 per cent of the ordinary
share capital of Hurricane in issue on 24 April 2023.

Irrevocable Undertakings from Institutional Shareholders

The table below summarises the current position as regards the respective
irrevocable undertakings that Prax has obtained from Crystal Amber and Kerogen
to vote, or procure a vote, to approve the Scheme at the Court Meeting and
vote, or procure a vote, in favour of the Resolutions at the General Meeting.
The irrevocable undertakings are in respect of a total of 894,181,210
Hurricane Shares, representing approximately 44.89 per cent. of the ordinary
share capital of Hurricane in issue on the Latest Practicable Date, as set out
below.

 Name of investor  Number of Hurricane Shares over which undertaking is given  Percentage of Hurricane issued ordinary share capital as at Latest Practicable
                                                                               Date
 Crystal Amber     575,649,999                                                 28.90%
 Kerogen           318,531,211                                                 15.99%

 

The table below also summarises the current position as regards the
irrevocable undertakings that Prax has received from each of the Hurricane
Directors that hold Hurricane Shares to vote in favour of the Scheme at the
Court Meeting and the Resolutions to be proposed at the General Meeting. The
irrevocable undertakings from the Hurricane Directors are in respect of a
total of 498,092 Hurricane Shares, representing approximately 0.03 per cent.
of Hurricane's share capital in issue as at the Latest Practicable Date, as
set out below.

 Name of Hurricane Directors  Number of Hurricane Shares over which undertaking is given    Percentage of Hurricane issued ordinary share capital as at Latest Practicable
                                                                                            Date

 Richard Chaffe               140,558                                                       0.007%

 David Craik                  188,450                                                       0.009%
 Antony Maris                 169,084                                                       0.008%

 

Prax has therefore received irrevocable undertakings and a letter of intent to
vote, or procure the voting, in favour of the Scheme at the Court Meeting and
vote, or procure the voting, in favour of the Resolutions at the General
Meeting with respect to a total of 936,279,302 Hurricane Shares, representing
47 per cent. of the ordinary share capital of Hurricane in issue on 24 April
2023.

A copy of this announcement and the letter of intent from OVMK will be
available, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Prax's microsite at prax.com and on Hurricane's
website at hurricaneenergy.com by no later than 12:00 noon (London time) on
the Business Day following this announcement.

Capitalised terms used but not defined in this announcement have the same
meanings as given to them in the Scheme Document.

Pinsent Masons LLP is providing legal advice to Prax and the Prax Group.

Enquiries

 Prax
 Alessandro Agostini, Head of Exploration and Production      +44 (0) 20 3757 4986

 (Care of Camarco)
 Gneiss Energy Limited

 Financial Adviser to Prax                                    +44 (0) 20 3983 9263

 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)

 

Important information

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted.

The distribution of this announcement in jurisdictions other than the United
Kingdom and the availability of any offer to shareholders of Hurricane who are
not resident in the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore, any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or shareholders of Hurricane who
are not resident in the United Kingdom will need to inform themselves about,
and observe, any applicable requirements.

Disclaimer

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.

Disclosure requirements of the Code

Rule 8.3

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 Code, any person who is, or becomes, interested in 1%
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. 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 Takeover Panel's website at
www.thetakeoverpanel.or (http://www.thetakeoverpanel.org.uk/) g
(http://www.thetakeoverpanel.org.uk/) .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. 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.

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