REG - Prax Explrtn & Prod. Hurricane Energy PLC - No Increase Statement

Hurricane EnergyAnnouncement

24/04/2023 07:15

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RNS Number : 1949X  Prax Exploration & Production PLC  24 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

24 April 2023

RECOMMENDED ACQUISITION

of

Hurricane Energy plc ("Hurricane")

by

Prax Exploration & Production PLC ("Prax")

No Increase Statement, leading independent proxy advisory firms'
recommendation, update on Prax acquisition strategy and shareholder support
for the Acquisition

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 provides the following update in respect of the
Acquisition.

No Increase Statement

Prax considers the financial terms of the Acquisition to be full and fair. The
financial terms of the Acquisition are therefore final and will not be
increased, save that Prax reserves the right to revise the financial terms of
the Acquisition where: (i) there is an announcement of a firm intention to
make an offer for Hurricane by any third party; or (ii) the Panel otherwise
provides its consent.

Under Rule 32.2 of the Code, the mix or the composition of the Acquisition,
including the Firm Proceeds, the Supplementary Dividend and the Deferred
Consideration Units may not be altered in any way.

If, on or prior to the Effective Date, any dividend, distribution, or other
return of value, other than the Special Dividends, is declared, made, or paid
or becomes payable by Hurricane, Prax will be required to reduce the Cash
Consideration payable under the terms of the Acquisition for the Hurricane
Shares by an amount equal to the aggregate amount of such dividend,
distribution or other return of value.

Under Rule 35.1 of the Code, if the Acquisition lapses, except with the
consent of the Panel, Prax will not be able to make an offer for Hurricane for
at least 12 months.

Leading Independent Proxy Advisory Firms' Recommendation

Institutional Shareholder Services ("ISS") and Glass, Lewis & Co. ("Glass
Lewis") have both issued supportive FOR recommendations, advising their
institutional shareholder subscribers to vote IN FAVOUR of the resolutions
necessary to approve the Scheme at the Court Meeting and General Meeting.

ISS and Glass Lewis are leading independent, third-party proxy advisory firms
which provide proxy voting recommendations to pension funds, investment
managers, mutual funds, and other institutional shareholders.

Prax Acquisition Strategy

As disclosed in the Scheme Document, Prax is currently in a number of other
acquisition processes to acquire producing oil and gas assets. The current UK
oil and gas M&A market is characterised by a limited credible buyer
universe and numerous large companies looking to exit their UK positions. Prax
has a strong strategic imperative to increase its upstream business, given the
synergies that may bring to its downstream business, and Prax's commitment to
the Acquisition is in itself significant evidence of its intention to grow its
UK upstream business.

Shareholder Support for the Acquisition

As disclosed in the Scheme Document, Prax has received irrevocable
undertakings 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 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%

 

As also disclosed in the Scheme Document, Prax has received irrevocable
undertakings 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, 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 to vote, or procure the
voting, to approve 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 894,679,302 Hurricane Shares, representing approximately 44.92 per
cent. of the ordinary share capital of Hurricane in issue on the Latest
Practicable Date.

Meetings

The Scheme will require approval at a meeting of Scheme Shareholders convened
by the Court to be held at The Science Room, The Royal Society of Chemistry,
Burlington House, Piccadilly, London W1J 0BA on 4 May 2023 at 10.00 a.m. (the
"Court Meeting"). Implementation of the Scheme will also require approval of
Hurricane Shareholders of the Resolutions relating to the Acquisition at the
General Meeting. The General Meeting will be held at the same place as the
Court Meeting and on the same date at 10.15 a.m. (or as soon thereafter as the
Court Meeting shall have been concluded or adjourned).

Hurricane Shareholders are reminded that the deadlines to submit forms of
proxy in respect of the Court Meeting and the General Meeting are:

·        10.00 a.m. on 2 May 2023 in respect of the Court Meeting
(BLUE form); and

·        10.15 a.m. on 2 May 2023 in respect of the General Meeting
(YELLOW form).

The BLUE Form of Proxy for the Court Meeting, if not received by the time
stated above, may be handed to a representative of Computershare, at any time
prior to the commencement of the Court Meeting (or any adjournment thereof).
Alternatively, a Scheme Shareholder may attend and vote at the Court Meeting
in person or by duly appointed corporate representative. If a Scheme
Shareholder has already submitted a vote for the Court Meeting and wishes to
amend that vote, they may do so by submitting a new Form of Proxy or by
attending in person or by duly appointed corporate representative.

Any Hurricane Shareholder who has not submitted the YELLOW Form of Proxy for
the General Meeting by the time stated above must attend and vote at the
General Meeting in person or by duly appointed corporate representative. Any
Hurricane Shareholder who has submitted a YELLOW Form of Proxy for the General
Meeting and wishes to amend their vote must attend the relevant meeting in
person or by duly appointed corporate representative. Any YELLOW Form of Proxy
for the General Meeting received after the time stated above will be void.

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.

Publication of this announcement

This announcement will be available free of charge, 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.

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