REG - Portillion Capital Reabold Resources - Rule 2.8 Announcement

Reabold ResourcesAnnouncement

12/04/2023 12:15

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RNS Number : 9978V  Portillion Capital Ltd.  12 April 2023

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

 

THIS ANNOUNCEMENT IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE UNITED
KINGDOM ("UK") CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE").

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU, WHICH IS PART OF UK DOMESTIC LAW PURSUANT TO THE
MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR").

 

FOR IMMEDIATE RELEASE

12 April 2023

 

Proposed Offer from Portillion SPV O&G plc for Reabold Resources  plc -
No Intention to Make a Firm Offer

 

Portillion SPV O&G ("Portillion") is disappointed that, despite repeated
attempts by Portillion, the Board of Reabold Resources plc (the"Company") has
failed to engage meaningfully before putting the company in an offer period,
either with respect to Portillions proposed offer for the Company or general
communication with Portillion, despite the Company benefiting from Portillion
Capital a separate company that enabled the Company to execute its strategy as
stated by the directors previously. For example;

 

1.   The purchase of £500,000.00 of convertible loan notes in Corallian
Energy Limited as per RNS on the 03 March 2021 RNS Number 9332Q. Portillion
believes this liquidity allowed the Company and Corallian Energy to develop
the Victory field which subsequently sold to Shell. In the RNS Stephen
Williams refers to us as "a group of strategic investors"

 

2.   $2,500,000.00 provided to DayBreak Oil & Gas for the execution the
equity exchange agreement, the only other monetisation and execution of
strategy the board of the Company refer too. Portillion notes that to date the
S1 has not been filled prohibiting the stock registration or delivery of the
stock to the relevant investors, which was a requirement of the equity
exchange agreement.

 

Portillion believes buying the company at the current value would not be fair
to shareholders that have invested at previous offerings by the Company and as
a result Portillion respects and values all shareholders but remains an
advocate of change to the current board structure to ensure the company can
operate prudently.

 

As a result Portillion SPV O&G today, formally announces that it will not
make a firm offer for Reabold Resources PLC.

 

 

Important Takeover Code notes

 

This is a statement to which Rule 2.8 of the Takeover Code applies.

 

As is customary under Rule 2.8 of the Takeover Code, Portillion reserves the
right to make or participate in an offer for the Company (and/or take any
other actions which would otherwise be restricted under Rule 2.8 of the
Takeover Code) within the next six months following the date of this
announcement:

 

i)    with the agreement of the Reabold Resources plc (the"Company") and
its Board;

 

ii)  following the announcement of a firm intention to make an offer for
Reabold Resources plc by or on behalf of a third party;

 

iii)   following the announcement by the Company of a Rule 9 waiver proposal
(as described in Note 1 of the Notes on Dispensations from Rule 9 of the
Takeover Code) or a reverse takeover (as defined in the Code); or

iv)   where the Takeover Panel has determined that there has been a
material change of circumstances.

 

Portillion confirms that this announcement is not being made with the consent
of the Company.

 

Other information

 

For the purposes of UK MAR, the person responsible for arranging release of
this Announcement on behalf of Portillion is Kamran Sattar, Executive
Chairman.

 

Terms used but not defined in this announcement shall have the meanings given
in the First Possible Offer Announcement.

 

Important information

 

This announcement is not intended to, and does not, constitute, represent or
form part of any offer, invitation or 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 whether
pursuant to this announcement or otherwise.

 

The distribution of this announcement in jurisdictions outside the UK may be
restricted by law and therefore persons into whose possession this
announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.

 

 

About Portillion SPV O&G

 

Portillion SPV O&G was established to acquire and manage companies in the
energy sector engaging in the energy transition trend. The Company looks to
find attractive opportunities for investment and deploy capital after a very
detailed due diligence process.

 

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