REG - Rockhopper Exp plc - Conditional £140m Placing and Proposed Open Offer
Thu 07:01
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RNS Number : 3624T Rockhopper Exploration plc 31 July 2025
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THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF
THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE.
31 July 2025
Rockhopper Exploration plc
("Rockhopper" or the "Company")
Conditional two tranche placing of new ordinary shares and warrants to raise
up to approximately US$140 million to fund Phase 1 of Sea Lion
Proposed open offer of new ordinary shares
Rockhopper Exploration plc (AIM: RKH), the oil and gas company with key
interests in the North Falkland Basin, is pleased to announce it has received
firm commitments to raise up to approximately US$140 million (approximately
£105 million), before expenses, by way of a conditional placing of up to
198,207,354 new Ordinary Shares and 49,551,833 Underwriting Warrants at an
issue price of 53 pence 1 (#_ftn1) (the "Issue Price") comprising:
· a firm placing of 162,813,189 Firm Placing Shares and 40,703,294 Firm
Underwriting Warrants to raise approximately US$115 million at the Issue
Price, conditional upon inter alia the occurrence of a final investment
decision in relation to Phase 1 of the development plan for the Company's Sea
Lion field, to be effected using the authorities to issue and allot new shares
granted to the Directors by Shareholders at the Company's annual general
meeting held on 27 June 2025 (the "Firm Placing"); and
· a conditional placing of 35,394,165 Conditional Placing Shares and
8,848,539 Conditional Underwriting Warrants to raise approximately US$25
million at the Issue Price, conditional upon inter alia the passing of the
Resolutions at a general meeting of the Company (the "General Meeting") and
the occurrence of a final investment decision in relation to Phase 1 of the
development plan for the Company's Sea Lion field (the "Conditional Placing"
and, together with the Firm Placing, the "Placing").
Pursuant to the firm and conditional tranches of the Placing, each Placee will
receive one Underwriting Warrant for every 4 Placing Shares subscribed for at
the Issue Price upon completion of the Placing. Each Underwriting Warrant will
give the holder the right to subscribe for one new Ordinary Share at a price
of 80 pence 2 (#_ftn2) per Ordinary Share (the "Strike Price") at any time
from the issue of the Underwriting Warrants up to (and including) 5.00 p.m. on
the fourth anniversary of Admission (the "Warrant Exercise Period"). Members
of the public are not entitled to participate in the Placing. The Placees
include a combination of new Israeli based institutional investors as well as
larger existing shareholders.
The Issue Price represents a discount of approximately 13.3 per cent. to the
volume-weighted average price of 61.14 pence per Existing Ordinary Share for
the 30-day period ended 30 July 2025.
The Company considers it important that existing Shareholders who are not
participating in the Placing are given an opportunity to acquire new Ordinary
Shares at 53 pence. The Company therefore confirms its intention to provide
existing Shareholders with the opportunity to subscribe for new Ordinary
Shares at 53 pence pursuant to an Open Offer to be announced on or around the
date of Admission, which is currently expected to occur by the end of 2025.
Pursuant to the Open Offer, the Company will seek to raise gross proceeds of
up to €8 million (approximately US$9.2 million).
The making of the Open Offer is conditional upon the approval by Shareholders
at the General Meeting. The Open Offer will include an excess application
facility to enable Shareholders to apply for additional new Ordinary Shares in
excess of their basic entitlements under the Open Offer. A circular setting
out full details of the resolutions proposed in connection with the
Conditional Placing and the Open Offer (the "Circular") is expected to be
published on the Company's website and posted to Shareholders who have elected
to receive hard copies of shareholder documentation as soon as practicable and
in any event by no later than 31 August 2025.
Each Placee participating in the Placing has undertaken to the Company not to
take up their respective Open Offer entitlements as a condition of their
participation in the Placing.
The net proceeds of the Placing and Open Offer are expected to fund
Rockhopper's proportion of the capex required for the Phase 1 development plan
for the Sea Lion oil field in the North Falklands Basin ("Sea Lion"). The
Phase 1 scope is over the northern development area of Sea Lion and is
designed to recover 170 mmbbls of gross 2C resource through the drilling of
seven oil producer wells, one gas injector and three water injector wells
("Phase 1 of the Sea Lion Development or "Phase 1"). Navitas Development and
Production Ltd ("Navitas"), an indirect subsidiary of Navitas Petroleum LP,
the operator of Sea Lion, estimates the total post-FID funding requirement as
US$1.658 billion to the point of first oil production ("First Oil") and
US$2.058 billion to project completion on Phase 1 of the Sea Lion Development.
US$1 billion of the cost to project completion is expected to be funded
through a senior secured debt financing package. The base equity requirement
under the project financing to project completion, once all fees, interest
charges, contingencies and post-First Oil revenues have been taken account of,
is US$790 million. Under the previously disclosed loan agreements between
Navitas and Rockhopper, the Rockhopper share of this is US$92 million. In
addition, Rockhopper will need to provide for an additional US$10 million of
cost overrun equity support, bringing the total Rockhopper project equity
requirement to US$102 million. The remaining proceeds will go towards the
contingent early project failure decommissioning funding requirement, which
Rockhopper currently estimates its net cost to be approximately US$25 million,
and other ongoing working capital requirements.
The Company expects that the proceeds of the Firm Placing will be sufficient
for Rockhopper to take FID in respect of Phase 1 of the Sea Lion Development.
Given the importance of the overall Sea Lion development to Rockhopper, the
Board has concluded that it is prudent and in the best interests of all
Shareholders to raise additional funds as described below in order to provide
further financial flexibility and to ensure, in so far as is possible, that
further equity raises should not be required between FID and project
completion of Phase 1, subject to inter alia the risk factors and
uncertainties described below.
The Board believes it could be possible to sanction the second phase of the
Sea Lion Project relatively quickly after First Oil on Phase 1 depending on
field performance, oil prices at the time, and various other project
assumptions being positively met. Based on data contained in the senior debt
lending case, it is currently envisaged that the second phase, and all
subsequent phases, will be self-financing using excess cashflows once Phase 1
is on production.
The Company acknowledges that it is seeking to issue New Securities pursuant
to the Firm Placing amounting to approximately 32% of its existing issued
Ordinary Share capital on a non-pre-emptive basis pursuant to the arrangements
described in this Announcement. The Company has sought to consult with its
major institutional Shareholders ahead of the release of this Announcement.
These Shareholders are supportive of the proposed structure, which has been
chosen to maximise certainty of funding to ensure the Company is able to
secure the critical equity funding it requires to take FID in respect of Phase
1 of Sea Lion, which the Board believes has the potential to deliver
significant value to all Shareholders. The Board's unanimous view is that the
Placing is in the best interest of Shareholders, and will promote the
Company's long-term success.
Sam Moody, CEO of Rockhopper Exploration plc said:
"Having discovered Sea Lion some 15 years ago, we are obviously delighted to
be able to announce this equity fundraise, which we are confident puts
Rockhopper in the strongest possible position to take FID by the end of this
year and to reach project completion of the first phase of Sea Lion with no
additional equity dilution. We look forward to continuing to work with and
support Navitas in its role as Operator in bringing Sea Lion onto production
and finally crystalising the value in the asset for all of our stakeholders."
Placing Highlights
· Allocations of the New Securities have been determined by the Company
in consultation with the Bookrunner, Canaccord Genuity Limited ("Canaccord").
· The Firm Placing is conditional upon, inter alia:
o the aggregate proceeds being raised pursuant to the Firm Placing amounting
to at least US$100 million (the "Minimum Fundraise Amount");
o the payment by each of the Placees to Canaccord of their pro rata Firm
Placing subscription monies, and such pro rata amounts being, in aggregate,
not less than the Minimum Fundraise Amount;
o each of Navitas and the Company having made public announcements of a
positive FID in
relation to Phase 1 by no later than 31 March 2026, such decision to be made
by their respective boards of directors upon their satisfaction (acting in
good faith) that, amongst other things, (a) Phase 1 has received all required
regulatory consents and approvals and (b) the senior lender(s) in respect of
the debt financing for Phase 1 have confirmed that the conditions to
completing the debt financing have been satisfied save in respect of any
condition relating to the release of the net proceeds of the Placing;
o the Placing Agreement becoming unconditional and not having been
terminated by Canaccord in accordance with its terms; and
o Admission becoming effective by not later than 8.00 a.m. on the fifth
Business Day following FID (or such later date as may be agreed by the Company
and Canaccord).
· The Conditional Placing is conditional upon, inter alia, the Firm
Placing conditions (other than Admission of the Firm Placing Shares) having
been satisfied and the passing of the Resolutions at the General Meeting.
· The Firm Placing is not conditional upon the Conditional Placing or
the Open Offer, but the Conditional Placing (and Open Offer) is conditional
upon the Firm Placing.
· The Conditional Placing is not conditional upon the Open Offer, but
the Open Offer will be conditional upon the Firm Placing and Conditional
Placing.
· As the Firm Placing and Conditional Placing are both conditional
upon, inter alia, the occurrence of FID, Placees have been required to place
their Placing subscription monies in an Escrow Account managed by Law
Debenture (the "Escrow Agent") pending satisfaction of the conditions to
completion of the Placing.
· The issue of the New Securities (including the Placing Shares, the
Underwriting Warrants and the Interest Shares) is to be effected by way of a
non-pre-emptive cash box placing. Following the satisfaction or waiver (where
applicable) of the conditions relating to the Placing, which the Company
currently expects will occur by the end of 2025, the Company will allot and
issue the New Securities on a non-pre-emptive basis to Placees in
consideration for Canaccord transferring its holdings of redeemable preference
shares and ordinary shares in a Jersey special purpose vehicle ("JerseyCo") to
the Company. Accordingly, instead of receiving cash as consideration for the
allotment and issue of the New Securities at completion of the Placing, the
Company will own all of the issued ordinary shares and redeemable preference
shares of JerseyCo, whose only asset will be its cash reserves, which will
represent an amount approximately equal to the net proceeds of the Placing
(net of any agreed commission and expenses) following the release of such
amounts from the Escrow Account.
· Interest shall accrue on funds held in the Escrow Account at the
applicable Escrow Agent rate in favour of Placees. Upon Admission, any
interest that shall have accrued on the funds held in the Escrow Account shall
be applied on Placees' behalf to take up New Ordinary Shares at the Issue
Price (the "Interest Shares"), with such Interest Shares to be issued to
Placees (together with the Placing Shares and Underwriting Warrants) on a pro
rata basis in proportion to their respective contribution to the Placing
Proceeds. In addition to the Interest Shares, each Placee shall be entitled to
receive one further Underwriting Warrant for every 4 Interest Shares it
receives.
· If FID does not occur by 31 March 2026, or the Placing Agreement is
otherwise terminated in accordance with its terms and Admission does not
occur, funds held in the Escrow Account (including any accrued interest) will
be returned to Placees.
· If the Resolutions at the General Meeting are not passed, the
Conditional Placing will not proceed and the Conditional Placing funds held in
the Escrow Account (including any accrued interest) will be returned to
Placees.
· Each Placee has executed a Placing Letter setting out the terms and
conditions on which they participate in the Placing. Further details on the
Placing Letters, including certain limited circumstances in which Placees
shall be entitled to terminate their participation in the Placing pursuant to
such Placing Letters, are set out below.
· At the Company's 2025 Annual General Meeting held on 27 June 2025,
the Directors were granted authorities to allot shares or rights to subscribe
for or to convert any security into shares under section 551 of the Act. This
authority is sufficient to enable the Company to allot and issue the total
number of Firm Placing Shares, Interest Shares and Underwriting Warrants to be
issued pursuant to the Firm Placing.
· Application will be made to the London Stock Exchange for the New
Ordinary Shares to be admitted to trading on AIM. It is expected that
Admission will become effective and that dealings in respect of the New
Ordinary Shares will commence at 8.00 a.m. on the fifth Business Day following
FID.
· The Underwriting Warrants will not be admitted to trading on AIM or
on any other stock exchange. The Underwriting Warrants will be capable of
being settled in CREST. It is currently intended that settlement of
Underwriting Warrants via CREST will be on the same timetable as settlement of
the New Ordinary Shares. Warrant certificates in respect of the Underwriting
Warrants issued pursuant to the Placing will be issued to certificated holders
only and are currently expected to be dispatched within 14 days of Admission.
Current Trading and Prospects
The Company's results for the twelve months ended 31 December 2024 were
released on 29 May 2025. A copy of these results can be found at
www.rockhopperexploration.co.uk (http://www.rockhopperexploration.co.uk) .
As noted in the Company's results for the twelve months ended 31 December
2024, as at 31 December 2024, the Group had (audited) cash resources of
approximately US$20.9 million. Save as set out below, there have been no
material changes to the performance of the Group since the publication of
these results.
Recent Events
On 3 June 2025, the Company published the June 2025 NSAI Report, as further
described below in the section headed Background to and reasons for the
Placing.
On 3 June 2025, the Company separately announced that the Republic of Italy
had been successful in annulling the award regarding its Ombrina Mare
Arbitration and consequently the Company was not expecting any further payment
under its monetisation agreement. On 7 July 2025, the Company updated that the
lead insurer had confirmed that the loss has been triggered and, as a result,
it was confident it would receive the full €31 million amount to which it is
entitled under an insurance policy it had in place to cover the eventuality of
the award being annulled.
Background to and reasons for the Placing
The Company's core asset is a 35% non-operating interest in the Sea Lion oil
field located offshore to the north of the Falkland Islands. The Company has
previously publicly disclosed that discussions with potential capital
providers have been positive and that FID on a first phase project development
is anticipated in H2 2025.
Navitas holds the remaining 65% interest and is the operator of the Sea Lion
field. Navitas currently estimates that the capital expenditure required to
reach First Oil on the Phase 1 of the Sea Lion Development is US$1.658 billion
and US$2.058 billion to project completion (the "Sea Lion Phase 1 Development
Funding"). Navitas, as operator, is responsible for arranging the project
financing (senior debt) which is expected to contribute the majority
proportion of the Sea Lion Phase 1 Development Funding. The remainder of
financing has to come directly from contributions by Navitas and Rockhopper in
line with their ownership of Sea Lion and the loan agreements between Navitas
and Rockhopper.
Whilst Rockhopper benefits from various financing loan arrangements from
Navitas for its proportion of the Sea Lion Development Funding, as described
further below, Rockhopper has previously disclosed that it will need to
contribute to the Sea Lion Phase 1 Development Funding directly and will
therefore need to raise additional finance itself. Rockhopper provided some
scenarios of such funding requirement in its 2024 Annual Report and Accounts
published on 5 June 2025.
The taking of FID and sanctioning of Phase 1 is therefore conditional on all
of the Sea Lion Phase 1 Development Funding coming together coterminously as
well as other necessary consents and approvals being received. Rockhopper is
therefore seeking to secure its capital requirements for Phase 1 as soon as
possible, such that when the remainder of the Sea Lion Phase 1 Development
Funding and necessary approvals are in place, FID and sanctioning of Phase 1
can occur without delay.
The Company is therefore conducting the Placing to raise proceeds for its
required contribution of the Sea Lion Phase 1 Development Funding on the basis
that FID ultimately occurs and Phase 1 is sanctioned successfully.
Accordingly, the Company needs to ensure the Placing is conditional on FID
occurring (and the wider Sea Lion Phase 1 Development Funding and any
associated approvals being in place). The Operator is targeting FID by
year-end 2025.
Accordingly, the Placing Proceeds will be held in a third-party Escrow Account
until FID. Upon FID, the Placing Proceeds (including any interest to be
applied on Placees' behalf to take up Interest Shares) shall be released from
the Escrow Account to the Company in accordance with the procedures outlined
in the Placing Letters, the Placing Agreement and the Escrow Agreement. If FID
does not occur by the Long Stop Date, the Placing Proceeds (and any accrued
interest) will be returned to Placees.
The potential value to Shareholders of the Sea Lion Project proceeding is
highlighted in the recent independent resource evaluation conducted by
Netherland, Sewell & Associates, Inc. ("NSAI") on behalf of Rockhopper
(the "June 2025 NSAI Report"). The June 2025 NSAI Report confirmed total gross
full field 2C Resource of 917 mmbbls of which 321 mmbbls are attributable to
Rockhopper's net working interest. Of the 917 mmbbls, 727 mmbbls (255 mmbbls
net to the Company) are categorised as Development Pending. NSAI further
provided that the 2C Resources of 255 mmbbls has an NPV10 net to Rockhopper
(after FIG royalties and taxes) of US$1.85 billion using US$70 brent oil
price. As set out below, it is envisaged that Sea Lion will be developed over
several phases. Phase 1, the funding for which is the purpose of the Placing,
is scoped to recover gross 2C resource of 170 mmbbls (59.5 mmbbls net to
Rockhopper). Subsequent phases are expected to be self-financing using the
excess cash flows of Phase 1. Phase 2 is anticipated to recover a further
gross 2C resource of 149 mmbbls (52.15 mmbbls net to Rockhopper) from the
northern area of Sea Lion with first oil currently planned for 2030.
Background to Rockhopper and the Sea Lion Project
The Company is an AIM-quoted oil and gas exploration and production company
based in the UK with key interests in the Falkland Islands. It was established
in 2004 and admitted to trading on AIM in August 2005. Rockhopper's current
market capitalisation is approximately £462 million.
Since 2004, the Company has built a portfolio of licences in the North
Falkland Basin, containing Sea Lion and satellite discoveries. The Company
discovered Sea Lion in May 2010 and went on to appraise and flow-test the
field during the remainder of 2010 and 2011, as operator with a 100 per cent.
working interest. Sea Lion is accordingly well appraised and has been the
subject of many years of sub-surface, facilities engineering and
pre-development work.
In 2012, the Company farmed down 60 per cent. and operatorship of its licence
interests in the North Falkland Basin, including Sea Lion, to Premier Oil plc
("Premier Oil"). From 2012 to 2021, Premier Oil undertook various
pre-development activities including front end engineering and design and
other studies with the aim of developing the field. Premier Oil submitted an
'Environmental Impact Assessment' and draft 'Field Development Plan' to FIG.
The 'Environmental Impact Assessment' was accepted by FIG in 2020.
Furthermore, significant efforts were historically expended to secure
financing for the Project.
In March 2021, Premier Oil was acquired by Chrysaor Holdings Limited to create
Harbour Energy. As part of the acquisition, Harbour Energy conducted a
strategic review of Premier Oil's asset portfolio and concluded in September
2021 that Sea Lion, amongst other development assets it was acquiring, was not
a strategic fit for the enlarged business. As a result, Harbour Energy decided
to exit its interests in the Falkland Islands.
In April 2022, Rockhopper announced that legally binding agreements had been
reached for Navitas to acquire the subsidiary of Premier Oil that held all of
its Falkland Islands licences and an immediate further realignment of
interests such that Navitas held 65% and operatorship, with Rockhopper
retaining 35% across the North Falklands licence areas. As part of the
transaction, Navitas agreed to provide the following loan funding to
Rockhopper:
· the majority of Rockhopper's share of Sea Lion Phase 1 related costs
from transaction completion up to FID are funded through a loan from Navitas
with interest charged at 8% per annum (the "Pre-FID Loan"). Certain costs,
such as licence costs, are excluded; and
· subject to a positive FID, Navitas will provide an interest free loan
to Rockhopper to fund two-thirds of Rockhopper's share of Sea Lion Phase 1
development costs (for any costs not met by third party debt financing) (the
"Post-FID Loan"). Certain costs, such as licence costs, are excluded.
Funds drawn under the Pre-FID Loan and the Post-FID Loan will be repaid from
85% of Rockhopper's working interest share of free cash flow.
Since becoming operator, Navitas has been through a rigorous and continuous
process of redefining the Sea Lion Project and reducing the capital
expenditures required to reach First Oil. This has culminated in the current
phased development programme as described below:
· 2C Contingent Resources ("Development Pending") phased development
concept for the Sea Lion field:
o 64 wells to develop the full 730 mmbbls
o Phased development
Northern Area
· 1st Phase - 11 wells, 6 pre-drilled 170 mmbbls
· 2nd Phase - 12 wells, 149 mmbbls
· 3rd Phase - 16 wells, 95 mmbbls
Central Area
· 1st Phase - 12 wells, 212 mmbbls
· 2nd Phase - 13 wells, 102 mmbbls
· Northern Area Phase 1 + Phase 2 total barrels developed, 319 mmbbls
· Total barrels developed (all phases) 730 mmbbls
· Northern Area Phase 1 + Phase 2 peak production rate 55,000 bbls/day,
increasing up to 150,000 bbls/day once all phases have been developed
· Production breakeven approximately US$24 per barrel (Phase 1, 2 and
3)
Phase 1
The Phase 1 scope is over the northern development area of Sea Lion and is
designed to recover 170 mmbbls through the drilling of seven oil producer
wells, one gas injector and three water injector wells (11 in total). Peak
production from Phase 1 is expected to be approximately 50,000 bopd. Five
producers and one water injector is expected to be drilled prior to First Oil.
The wells will be tied into a leased FPSO.
The financing plans, including senior bank debt, for the Phase 1 of the Sea
Lion Development are progressing well and Navitas is targeting FID by the end
of 2025 with First Oil planned for the first quarter of 2028.
See Future Funding Requirements and Use of Proceeds section below further
information on the financing assumptions.
Future Funding Requirements and Use of Proceeds
1) Funding Requirements
Sea Lion Development Costs
The total project financing package for Phase 1 of the Sea Lion Development
that is in the process of being arranged, and on which FID is expected to be
based, is currently estimated at US$1.658 billion to First Oil and US$2.058
billion to project completion. This amount includes all capex, opex, project
fees, contingencies, insurance and financing fees (including interest) up to
the point of First Oil and project completion respectively on the Phase 1 of
the Sea Lion Development.
US$1 billion of the US$2.058 billion, which is currently being negotiated, is
due to be met by a senior secured debt facility which will be split between
Navitas and Rockhopper proportionally to their working interest in Sea Lion
and is expected to have a 7-year term. The remainder will need to be met
directly by each of Navitas and Rockhopper in the form of project equity.
However Rockhopper benefits from certain loan arrangements from Navitas (as
detailed above), such that Rockhopper estimates that its project equity
contribution will be US$92 million at FID. Including Rockhopper's proportion
of an additional 5% project contingency, this increases to US$102 million. See
below for further detail on the key Phase 1 project financing assumptions.
As set out in the Company's 2024 Annual Report and Accounts, in addition to
the project financing requirements, FIG has indicated a requirement for
provisions of certain contingent project decommissioning liabilities to be
secured and funded as the project is developed in the event of early project
failure pre-production. This is likely to place an additional phased financial
requirement on Rockhopper, starting at the time the first pre-drilled well is
spudded, and is estimated, at this stage, to peak at approximately US$40
million at First Oil on Phase 1. The Company has started investigating various
sources of funding for this and currently believes that a form of surety bond
can be put in place which will result in Rockhopper having a net financing
requirement of approximately US$25 million. The Company continues to
investigate other options and there may be scope to reduce this cost.
Accordingly, Rockhopper's current estimated capital requirement for Phase 1 of
the Sea Lion Development, including its best estimate of net early project
failure decommission liabilities, is US$127 million.
Other Corporate Costs
Outside of direct Sea Lion Project costs, the Company expects to have other
corporates costs in the region of US$30 million to US$40 million over the next
three years at which point Rockhopper expects First Oil to have occurred
(currently anticipated in Q1 2028). These corporate costs include, but are not
limited to, three years general and administrative expenses, exit costs from
Italian assets, corporates taxes (on insurance proceeds and Falkland Islands
related) and other professional fees.
2) Sources of Funds
Current Balance Sheet
The Company has a cash and cash equivalents balance at 30 June 2025 of US$21.6
million. As announced on 7 July 2025, the Company is expecting to receive,
over the coming months, €31 million (c.US$35.7 million) to which it is
entitled under the terms of the insurance policy regarding the annulment of
the Ombrina Mare Arbitration award.
Current Funding Proposals
The Company has today announced it is raising up to US$140 million through a
two tranche conditional Placing. The proceeds from the Placing will be
transferred into escrow pending FID and Financial Close on the Sea Lion Phase
1 Development Funding. Following FID and Financial Close, the Company is
seeking to conduct an Open Offer to existing shareholder that could raise up
to a further €8 million (c.US$9.2 million) if fully subscribed. The Open
Offer is not being underwritten.
Furthermore, excluding any Underwriting Warrants that may be issued in
relation to Interest Shares, the Company will issue 49,551,833 million
Underwriting Warrants, conditional on the Placing closing, at a strike price
of 80 pence per Underwriting Warrant. If all these Underwriting Warrants were
exercised within their exercise period, the Company would raise up to a
further approximate US$53 million before expenses.
Conclusions and Sensitivities
On the Company's base case analysis, which includes assumptions that the Firm
Placing and Conditional Placing close, the Ombrina Mare Arbitration insurance
proceeds are forthcoming, a significant proportion of the Open Offer is
taken-up, but prudently excludes any proceeds from exercise of the
Underwriting Warrants, the Company believes it will have sufficient financial
resources to the point of First Oil without requiring further financing.
Should a combination of events occur which may include, but is not limited,
the Ombrina Mare Arbitration insurance proceeds not being forthcoming (which
the Company believes to be highly unlikely), the Open Offer not completing,
the Conditional Placing not completing or there being Sea Lion Project
complications, including but not limited to cost escalations (over and above
the current contingency), project delays or the decommissioning funding
requirement assumptions increase, then the Company may require additional
capital prior to First Oil. However, the Company believes that if Phase 1 of
the Sea Lion Development has progressed significantly, and First Oil is still
on schedule, then further funding will be available to the Company.
3) Key Sea Lion Project Financing Assumptions
The current target is for Phase 1 of the Sea Lion Development to be financed
through a combination of a US$1 billion senior secured debt facility, US$790
million of project equity and post-First Oil revenues. The senior facility is
expected to be split according to the joint venture working interest meaning
that, by the time of Phase 1 completion, Rockhopper Hydrocarbons Limited,
which holds licence PL032, will assume senior secured debt of US$350 million.
The debt facility is expected to have a tenor of seven years with amortisation
starting approximately one year after First Oil. The banking case, which
includes various contingencies, assumes that post-First Oil cash flows are
sufficient to cover the period from First Oil to Phase 1 project completion
with no further equity injection. In addition, there is a requirement for the
joint venture to provide a 5% cost overrun equity support. The entire amount
of the US$790 million project equity is required to be spent ahead of the
senior secured facility being available for drawdown.
Risk Factors
Please see pages 12 to 15 of the 2024 Annual Report and Accounts issued on 5
June 2025 for a list of principal risks and uncertainties facing the Company
which include, inter alia, sufficiency of funding to develop the Sea Lion
Project, disputes in respect of the sovereignty of Falkland Islands, joint
venture alignment, changes to the fiscal regime and regulatory requirements,
volatility in commodity prices and health, safety, environment and security
risks. Any investment in the New Securities is subject to a number of risks
and uncertainties. The risk factors described in the 2024 Annual Report and
Accounts and those set out below do not purport to be a complete list or
explanation of all the risks involved in investing in the New Securities, or
that may adversely affect the Company or its business.
Please see below certain risk factors relating specifically to the Placing:
· Admission of the New Ordinary Shares may not take place and Placee
subscription monies may be returned to Placees
The Placing is conditional upon, among other things, FID occurring, the gross
proceeds of the Firm Placing amounting to not less than US$100 million and the
Placing Agreement becoming unconditional and not having been terminated in
accordance with its terms. Additionally, Placees each have certain termination
rights which include, among other things, the suspension of trading of the
Ordinary Shares on AIM for a period exceeding 10 Business Days, the
cancellation of the admission of the Ordinary Shares to trading on AIM, the
termination of the Sea Lion licences, the termination of certain key
agreements relating to the Sea Lion Project and an insolvency event occurring
in relation to the Company and its Group or Navitas. If Admission of the New
Ordinary Shares does not take place, the Company will not issue any New
Securities pursuant to the Placing and all subscription monies (together with
accrued interest in the Escrow Account) will be returned to Placees by
Canaccord.
· FID on Phase 1 of the Sea Lion Development may not occur or may be
materially delayed
Having consulted with Navitas and the project financing consortium, the
Company currently anticipates that FID will take place by the end of 2025. A
number of factors could result in Financial Close being postponed or cancelled
and if FID does not take place before the Long Stop Date, Admission of the New
Ordinary Shares will not take place and all subscription monies (and any
accrued interest in the Escrow Account) will be returned to Placees by
Canaccord.
As at the date of this Announcement, potential reasons for FID to be delayed
or cancelled include, but are not limited to: (i) the senior secured debt
facility not being successfully syndicated or completed, (ii) the project
equity to be procured by Navitas, including the amount required to carry
Rockhopper, may not be completed, (iii) necessary regulatory consents may not
be forthcoming, and (iv) other political instability may disrupt financing
initiatives.
Further, in the 2024 Annual Report and Accounts, the Company provided detailed
disclosure in relation to its disputed tax liability arising from the historic
farm-outs in the Falkland Islands, including the recognition of a non-current
tax liability of US$22.3 million. As set out in the 2024 Annual Report and
Accounts, the Company recognises that the current position makes the project
financing for Sea Lion significantly more difficult and has the potential to
result in FID not being able to be taken or being delayed. The Company has
continued to be in discussions with FIG to resolve differences and hopes to be
in a position to provide an update in the coming weeks.
If FID is not able to be taken or is materially delayed, this could have a
material adverse effect on the Group's business, results of operations and
financial condition.
· Post Financial Close, First Oil may not occur or may be materially
delayed
As set out above, the Company's base case assumptions are that following FID
and completion of the Placing, the Company will have sufficient financial
resource to reach First Oil. However, there could be a number of factors that
mean First Oil does not happen or is materially delayed including, but not
limited to, (i) the oil price environment materially deteriorating, such that
the Project is no longer viable, (ii) cost escalation (above current
contingencies) meaning the project financing package is not sufficient to
reach First Oil, and/or (iii) the conditions to the senior debt facility not
being met and not being capable of being drawn. In those circumstances, the
Company may require further financial resources to get to First Oil. There can
be no guarantee that such further financial resources would be available to
the Company at all, or on commercially viable terms.
· Even if Phase 1 of Sea Lion Development occurs there is no guarantee
subsequent development phases of Sea Lion will be forthcoming
As set out above, Navitas and the Company are targeting FID and Financial
Close on Phase 1 of the Sea Lion Development by the end of 2025, with First
Oil on Phase 1 expected in the first quarter of 2028. It is currently
envisaged that further phases and development of the remaining resources of
the Sea Lion field will be self-funding using excess cashflows from Phase 1.
There can however be no guarantee further phases occur in accordance with
anticipated timetables. Furthermore, there can be no guarantee that further
phases can be self-financing from cashflows generated from Phase 1.
· If the Resolutions at General Meeting are not passed, the Conditional
Placing will not proceed and the Conditional Placing funds held in the Escrow
Account (including any accrued interest) will be returned to Placees
Rockhopper's Other Falkland Licence Interests
In addition to the licences in the North Falkland Basin, the Company holds a
100 per cent. interest and is the operator of licences PL011, PL012 and PL014
in the South and East of the Falkland Islands.
The Company considers these licences to be potentially prospective for gas
resources. In particular, licence PL011 is adjacent to a large gas-condensate
discovery made by Borders & Southern Limited in April 2012.
Enquiries:
Rockhopper Exploration plc
Sam Moody - Chief Executive Officer
Tel. +44 (0)20 7390 0230 (via Vigo Consulting)
Canaccord Genuity Limited (Sole Bookrunner, NOMAD and Joint Broker)
Henry Fitzgerald-O'Connor/James Asensio/Charlie Hammond
Tel. +44 (0) 20 7523 8000
Peel Hunt LLP (Joint Broker, Lead Manager)
Richard Crichton/Georgia Langoulant
Tel. +44 (0) 20 7418 8900
Vigo Consulting
Patrick d'Ancona/Ben Simons/Fiona Hetherington
Tel. +44 (0) 20 7390 0234
IMPORTANT INFORMATION
The information contained within this Announcement is deemed by the Company to
constitute inside information as stipulated under Article 7 of the Market
Abuse Regulation (EU) No. 596/2014 (as amended) as it forms part of the
domestic law of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 (as amended). Upon the publication of this Announcement
via the Regulatory Information Service, this inside information is now
considered to be in the public domain.
This Announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's plans and its current goals and
expectations relating to its future financial condition and performance and
which involve a number of risks and uncertainties. The Company cautions
readers that no forward-looking statement is a guarantee of future performance
and that actual results could differ materially from those contained in the
forward-looking statements. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current facts.
Forward-looking statements sometimes use words such as "aim", "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", or other
words of similar meaning. By their nature, forward-looking statements involve
risk and uncertainty because they relate to future events and circumstances,
including, but not limited to, economic and business conditions, the effects
of continued volatility in credit markets, market-related risks such as
changes in the price of commodities or changes in interest rates and foreign
exchange rates, the policies and actions of governmental and regulatory
authorities, changes in legislation, the further development of standards and
interpretations under International Financial Reporting Standards ("IFRS")
applicable to past, current and future periods, evolving practices with regard
to the interpretation and application of standards under IFRS, the outcome of
pending and future litigation or regulatory investigations, the success of
future explorations, acquisitions and other strategic transactions and the
impact of competition. A number of these factors are beyond the Company's
control. As a result, the Company's actual future results may differ
materially from the plans, goals, and expectations set forth in the Company's
forward-looking statements. You should not place undue reliance on
forward-looking statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the date they are
made. Except as required by the FCA, the London Stock Exchange or applicable
law, the Company expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements contained
in this Announcement to reflect any changes in the Company's expectations with
regard thereto or any changes in events, conditions or circumstances on which
any such statement is based.
This Announcement is for information purposes only and shall not constitute an
offer to buy, sell, issue, or subscribe for, or the solicitation of an offer
to buy, sell, issue, or subscribe for any securities, nor shall there be any
offer, solicitation or sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unauthorised or unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. Any failure to comply with these restrictions may constitute a
violation of the securities law of any such jurisdiction.
This Announcement is not an offer of securities for sale in or into the United
States. The New Securities have not been and will not be registered under the
US Securities Act 1933, as amended (the "Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold, delivered, transferred, or taken
up, directly or indirectly, in or into the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United States. The
Company does not intend to register any portion of the Placing in the United
States or to conduct an offering of securities in the United States. The New
Securities are being offered and sold in "offshore transactions" as defined
in, and in reliance on, Regulation S under the Securities Act.
This Announcement does not contain an offer or constitute any part of an offer
to the public within the meaning of Sections 85 and 102B of the FSMA or
otherwise. This Announcement is not an "approved prospectus" within the
meaning of Section 85(7) of the FSMA and a copy of it has not been, and will
not be, delivered to the FCA in accordance with the Prospectus Regulation
Rules or delivered to any other authority which could be a competent authority
for the purpose of the Prospectus Regulation (EU) 2017/1129 (the "EU
Prospectus Regulation") or the UK version of Prospectus Regulation (EU)
2017/1129 as it forms part of retained EU law by virtue of the European Union
(Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"). Its
contents have not been examined or approved by the London Stock Exchange, nor
has it been approved by an "authorised person" for the purposes of Section 21
of the FSMA. This Announcement is being distributed to persons in the United
Kingdom only in circumstances in which section 21(1) of the FSMA does not
apply.
This Announcement is directed only at: (a) persons in member states of the
European Economic Area who are qualified investors within the meaning of
article 2(e) of the EU Prospectus Regulation and (b) if in the United Kingdom,
persons who (i) have professional experience in matters relating to
investments who fall within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), or are high net worth
companies, unincorporated associations or partnerships or trustees of high
value trusts as described in article 49(2) of the Order, and (ii) are
qualified investors as defined in article 2(e) of the UK Prospectus
Regulation, and (c) otherwise, to persons to whom it may otherwise be lawful
to communicate it (all such persons together being referenced to as "Relevant
Persons"). Any investment in connection with the Placing will only be
available to, and will only be engaged with, Relevant Persons. Any person who
is not a Relevant Person should not act or rely on this Announcement or any of
its contents.
This document does not constitute a prospectus under the Israeli Securities
Law, 5728-1968 (the "Israeli Securities Law"), and has not been filed with or
approved by the Israel Securities Authority. In Israel, this document is being
distributed only to, and is directed only at, and any offer of the Placing
Shares and Underwriting Warrants is directed only at: (i) a limited number of
persons in accordance with the Israeli Securities Law, and (ii) investors
listed in the first addendum (the "Addendum") to the Israeli Securities Law,
consisting primarily of joint investment in trust funds, provident funds,
insurance companies, banks, portfolio managers, investment advisors, members
of the Tel Aviv Stock Exchange, underwriters, venture capital funds, entities
with equity in excess of NIS 50 million and 'qualified individuals', each as
defined in the Addendum (as it may be amended from time to time), collectively
referred to as qualified investors (in each case, purchasing for their own
account or, where permitted under the Addendum, for the accounts of their
clients who are investors listed in the Addendum). Qualified investors are
required to submit written confirmation that they fall within the scope of the
Addendum, are aware of the meaning of same and agree to it.
This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by Canaccord (apart from the responsibilities or liabilities that may
be imposed by the FSMA or other regulatory regime established thereunder) or
by any of their respective affiliates or agents as to, or in relation to, the
accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefor is expressly disclaimed.
Canaccord Genuity Limited ("Canaccord"), which is authorised and regulated in
the United Kingdom by the FCA, is acting as nominated adviser and bookrunner
for the Company and for no-one else in connection with the Placing, and
Canaccord will not be responsible to anyone other than the Company for
providing the protections afforded to its customers or for providing advice to
any other person in relation to the Placing or any other matter referred to
herein.
The distribution of this Announcement and the offering of the New Securities
in certain jurisdictions may be restricted by law. No action has been taken by
the Company or Canaccord that would permit an offering of such securities or
possession or distribution of this Announcement or any other offering or
publicity material relating to such securities in any jurisdiction where
action for that purpose is required. Persons into whose possession this
Announcement comes are required to inform themselves about, and to observe,
such restrictions.
The Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. The New Securities to which
this Announcement relates may be illiquid and/or subject to restrictions on
their resale. Prospective purchasers of the New Securities should conduct
their own due diligence, analysis and evaluation of the business and data
described in this Announcement, including the New Securities. The pricing and
value of securities can go down as well as up. Past performance is not a guide
to future performance. The contents of this Announcement are not to be
construed as financial, legal, business or tax advice. If you do not
understand the contents of this Announcement you should consult an authorised
financial adviser, legal adviser, business adviser or tax adviser for
financial, legal, business or tax advice.
The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, dissemination, reproduction, or disclosure of this
information in whole or in part is unauthorised. Failure to comply with this
directive may result in a violation of the Securities Act or the applicable
laws of other jurisdictions.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
FURTHER DETAILS OF THE PLACING
Details of the Placing Agreement
The Company and Canaccord have today entered into an agreement with respect to
the Placing (the "Placing Agreement") under which, on the terms and subject to
the conditions set out therein, Canaccord has agreed to use its reasonable
endeavours, as agent of the Company, to procure Placees for the New
Securities. Canaccord shall be under no obligation to subscribe or pay for any
New Securities for which it is unable to procure subscribers and/or in respect
of which payment is not made by Placees.
Pursuant to the terms of the Placing Agreement, the Placing is subject to
certain conditions (including, inter alia, FID and Admission). The issue of
the New Securities is to be effected by way of a cash box placing. In
accordance with the Placing Agreement and a subscription and transfer
agreement entered into between the Company, JerseyCo and Canaccord, the
Company will allot and issue the New Securities on a non-pre-emptive basis to
Canaccord, as bare nominee for the Placees (pending transfer of legal title to
the Placees through CREST), in consideration for the transfer to the Company
by Canaccord of certain shares which it holds in JerseyCo. Accordingly,
instead of receiving cash as consideration for the issue of the New
Securities, the Company will, conditional on Admission and following the
conclusion of the Placing, own all of the issued share capital of JerseyCo,
whose only asset will be its cash reserves, which will represent an amount
approximately equal to the net proceeds of the Placing.
Conditions of the Placing
The Placing is conditional upon, inter alia, the Placing Agreement becoming
unconditional and not having been terminated in accordance with its terms.
The obligations of Canaccord under the Placing Agreement in respect of the
Firm Placing are conditional on, among other things:
(a) the aggregate proceeds being raised pursuant to the Firm
Placing amounting to at least
the Minimum Fundraise Amount (US$100 million);
(b) the payment by each of the Placees to Canaccord of their
pro rata subscription monies in respect of the Firm Placing, and such pro rata
amounts being, in aggregate, not less than the Minimum Fundraise Amount;
(c) the Escrow Agreement having been entered into and
remaining in full force and effect, not having lapsed or been terminated or
amended in accordance with its terms prior to Admission;
(d) FID occurring by no later than 31 March 2026;
(e) the performance by the Company and JerseyCo of their
respective obligations and undertakings under the Placing Agreement or the
initial subscription and transfer agreements insofar as the same fall to be
performed or satisfied on or prior to Admission;
(f) the Underwriting Warrants having been duly constituted
by the Company pursuant to the Warrant Instrument and all conditions relating
to the issue of the Underwriting Warrants having been satisfied, save for any
condition relating to Admission;
(g) in the opinion of Canaccord, acting in good faith, there
having been no material adverse effect or change in, or any development or
matter reasonably likely to give rise to or involve a material adverse effect
or change, in or affecting, the condition (financial, operational, legal or
otherwise), earnings, business affairs, assets, results of operations or
prospects of any member of the Group, whether or not arising in the ordinary
course of business and whether or not foreseeable at the date of the Placing
Agreement;
(h) in the opinion of Canaccord, acting in good faith, the
warranties, undertakings and covenants on the part of the Company contained or
referred to in the Placing Agreement being true, accurate and not misleading
as at the date of the Placing Agreement, the date of the Circular and the date
of Admission, as though they had been given and made on the relevant date by
reference to the facts and circumstances then subsisting; and
(i) Admission taking place within 5 Business Days of FID
(or such later time and/or date as Canaccord may agree with the Company).
Canaccord may, in its absolute discretion and on such terms as Canaccord
thinks appropriate, waive fulfilment, in whole or in part, of any or all of
the conditions in the Placing Agreement by giving notice in writing to the
Company. The Company and Canaccord may agree in writing to extend the time by
which any of the Conditions may be fulfilled. Any such waiver by Canaccord
will not affect Placees' commitments as set out in this Announcement and/or
the Placing Letters. Notwithstanding the foregoing, neither Canaccord nor the
Company may waive the condition relating to FID or agree to reduce the Minimum
Fundraise Amount without the prior written consent of Placees.
If: (i) any of the conditions contained in the Placing Agreement are not
fulfilled or waived by Canaccord by the time or date specified (or such later
time and/or date as the Company and Canaccord may agree); or (ii) any of such
conditions become incapable of being fulfilled; or (iii) the Placing Agreement
is terminated in the circumstances specified below under "Termination of the
Placing Agreement", the Placing will not proceed.
Lock-up
As part of the Placing, the Company has undertaken, subject to certain
customary agreed exceptions, that it will not, among other things, directly or
indirectly, offer, issue, allot, lend, mortgage, assign, charge, pledge, sell
or contract to sell or issue, issue options in respect or otherwise dispose
of, directly or indirectly, or announce an offering or issue of any Ordinary
Shares (or any interest therein or in respect thereof) or any other securities
exchangeable for or convertible into, or substantially similar to, Ordinary
Shares or enter into any transaction with the same economic effect as the
foregoing in respect of any Ordinary Shares in the period from the date of
this Announcement until 120 days after Admission without the prior written
consent of Canaccord.
Termination of the Placing Agreement
Canaccord is entitled, at any time prior to Admission, to terminate the
Placing Agreement in accordance with its terms by giving notice in writing to
the Company in certain circumstances, including in the event of, inter alia:
(i) any of the warranties of the Company contained in the Placing Agreement in
the opinion of Canaccord, acting in good faith, not being or ceasing to be
true, accurate and not misleading; (ii) in the opinion of Canaccord, acting in
good faith, any statement contained in certain documents issued, or entered
into, by the Company in connection with the Placing being or becoming untrue
or inaccurate in any material respect or is or becomes misleading (or any
matter having arisen which would constitute an omission from such documents),
in each case which Canaccord considers to be material in the context of the
Placing, the New Securities, Admission or any other transaction contemplated
by the Placing Agreement; (iii) in the opinion of Canaccord, acting in good
faith, there having been a breach by the Company and/or JerseyCo with any of
their obligations under the initial subscription and transfer agreements; (iv)
in the opinion of Canaccord, acting in good faith, there has been a breach by
the Company of any of its obligations under the Escrow Agreement (to the
extent such obligations fall to be performed prior to Admission); (v) the
application for Admission being withdrawn and/or refused by the London Stock
Exchange; (vi) the occurrence, in the opinion of Canaccord acting in good
faith, of a material adverse effect or change in, or any development or matter
reasonably likely to give rise to or involve a material adverse effect or
change, in or affecting the condition (financial, operational, legal or
otherwise) earnings, business affairs, assets, results of operations or
prospects of any member of the Group, whether or not arising in the course of
business and whether or not foreseeable at the date of the Placing Agreement;
or (vii) the cancellation or suspension by the London Stock Exchange of
trading in the Company's securities.
Upon such termination, the Company and Canaccord shall be released and
discharged (except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to the
Placing Agreement and the Placing will not proceed.
Details of the Placing Letters
The Company and Canaccord have entered into a Placing Letter with each Placee,
which sets out the terms and conditions on which a Placee is participating in
the Placing.
Pursuant to the Placing Letters, each Placee will have the benefit of certain
warranties being given by the Company. Furthermore, each Placee will be
entitled to terminate their Placing Letter in certain circumstances, including
the suspension of trading of the Ordinary Shares on AIM for a period exceeding
10 Business Days, the cancellation of the admission of the Ordinary Shares to
trading on AIM, the termination of the Sea Lion licences, the termination of
certain key agreements relating to the Sea Lion Project or an insolvency event
occurring in relation to the Company and its Group or Navitas.
Takeover Offers
Pursuant to the Placing Letters, the Company has agreed with Placees that in
the event of a takeover offer (within the meaning of section 974 of the
Companies Act 2006) becoming unconditional or a scheme of arrangement under
section 899 of the Companies Act 2006 between the Company and holders of
ordinary shares being sanctioned by the court, pursuant to which all or a
majority of the ordinary shares become vested in a third party (a "Takeover"),
the Placees shall be entitled (but not obliged) to elect to acquire their
Placing Shares, Underwriting Warrants and Interest Shares within 10 Business
Days of the posting of the offer document or scheme document (as applicable)
to Shareholders in respect of the Takeover (provided that any such election by
a Placee to subscribe for their Placing Shares, Underwriting Warrants and
Interest Shares shall be conditional on the Takeover offer becoming
unconditional or scheme of arrangement being sanctioned by the court, as the
case may be), notwithstanding that FID has not been declared. Where Placees
elect to acquire their Placing Shares, Underwriting Warrants and Interest
Shares in accordance with this provision, Placees shall be required to notify
the Company and Canaccord of their election within 10 Business Days of the
posting of the offer document or scheme document (as applicable) to
Shareholders in respect of the Takeover, following which the Company and
Canaccord will exercise their joint authority in accordance with the Escrow
Agreement to instruct the release of the corresponding Escrow Amounts by Law
Debenture to Canaccord for the purposes of settlement of such Placee's Placing
Shares, Underwriting Warrants and Interest Shares.
Details of the New Ordinary Shares
The New Ordinary Shares have been duly authorised and will, when issued, be
credited as fully paid and will rank pari passu in all respects with the
Existing Ordinary Shares in the Company, including the right to receive all
dividends and other distributions declared, made or paid in respect of the
ordinary shares of the Company (the "Ordinary Shares") after the date of issue
of the Placing Shares, save that the New Ordinary Shares will not carry an
entitlement to participate in the Open Offer.
Details of the Underwriting Warrants
As detailed above, the Company has agreed to issue Underwriting Warrants to
investors in the Placing on the basis of one Underwriting Warrant for every
four Placing Shares subscribed for under the Placing. In addition, each Placee
shall be entitled to receive one further Underwriting Warrant for every 4
Interest Shares it receives. Entitlements to the Underwriting Warrants shall
be rounded down and fractional entitlements shall be disregarded.
Each Underwriting Warrant will have the right to subscribe for one new
Ordinary Share. The Underwriting Warrants are exercisable at a price of 80
pence 3 (#_ftn3) per Ordinary Share during the Warrant Exercise Period.
None of the Underwriting Warrants will be admitted to trading on AIM or any
other stock exchange.
The other key terms and conditions of the Underwriting Warrants are set out
below:
a) Subscription rights: Each Underwriting Warrant issued
will confer on the holder the right to subscribe for one new Ordinary Share at
a Strike Price of 80 pence (or US$1.066) per Ordinary Share by notice to the
Company during the Warrant Exercise Period.
b) Warrant Exercise Period: The exercise period for an
Underwriting Warrant is the period from the date of issue of the Underwriting
Warrant up to (and including) 5.00 p.m. on the fourth anniversary of Admission
(unless terminated earlier in accordance with the terms of the Underwriting
Warrants).
c) Adjustment to subscription rights: The subscription
rights conferred by the Underwriting Warrants and/or the exercise price of the
Underwriting Warrants shall be adjusted by the Board in its sole discretion on
the occurrence of certain events in relation to the Company, including:
i. a subdivision, consolidation or reclassification
of the Ordinary Shares;
ii. a reduction of capital or any other reduction in
the number of Ordinary Shares in issue from time to time; or
iii. an issue of Ordinary Shares by way of dividend or
distribution or by way of capitalisation of profits or reserves,
with the intention, in broad terms, that any such adjustment will leave the
holder(s) of the Underwriting Warrant(s) in a similar position to the position
they were in immediately before the event giving rise to the adjustment.
d) Transfer: The Underwriting Warrants are, subject to
certain conditions, freely transferable by the holders.
e) Security: The Underwriting Warrants are not secured.
f) Modifications: The Company may amend the provisions
of the instrument constituting the Underwriting Warrants (the "Warrant
Instrument") without the consent of the holders of the Underwriting Warrants
where such amendment is of a minor nature or to correct a manifest error.
Otherwise no amendments or abrogations to the terms of the Warrant Instrument
are permitted without the consent of holders of at least 75 per cent. of the
Underwriting Warrants in issue at the time.
g) Administration: The Underwriting Warrants are capable
of being settled in CREST. It is currently intended that settlement of the
Underwriting Warrants via CREST will be on the same timetable as settlement of
the New Ordinary Shares. Warrant certificates in respect of the Underwriting
Warrants issued pursuant to the Placing will be issued to certificated holders
only and are currently expected to be dispatched to Shareholders within 14
days of the issue of the New Ordinary Shares.
Any Underwriting Warrants remaining unexercised after the end of the Warrant
Exercise Period shall automatically expire without compensation. Upon exercise
of the Underwriting Warrants, the underlying Ordinary Shares will be issued
within 14 days. There are also provisions in the Warrant Instrument for
meetings of the holders of Underwriting Warrants.
DEFINITIONS
"Admission" the admission of the New Ordinary Shares to trading on AIM becoming effective
in accordance with the AIM Rules
"2024 Annual Report and Accounts" the annual report and accounts of the Company for the year ended 31 December
2024
"2C" best estimate scenario of contingent resources
"Act" the Companies Act 2006 (as amended)
"AIM" AIM, a market operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange from time
to time
"Announcement" this announcement
"bbls/d" or "bopd" barrels per day
"Board" or "Directors" the directors of the Company as at the date of this Announcement
"Business Days" a day not being a Saturday or a Sunday on which banks are generally open for
normal banking business in the City of London
"Canaccord" Canaccord Genuity Limited
"certificated" a share or other security not held in uncertificated form (i.e. not in CREST)
"Closing Price" the closing middle market quotation of the Existing Ordinary Shares, as
derived from the AIM Appendix to the Daily Official List of the London Stock
Exchange
"Company" or "Rockhopper" Rockhopper Exploration plc, a company incorporated in England & Wales and
with registered number 05250250
"Conditional Placing" the conditional placing by Canaccord with Placees of the Conditional Placing
Shares and the Conditional Underwriting Warrants pursuant to the arrangements
described in this Announcement
"Conditional Placing Shares" the 35,394,165 New Ordinary Shares conditionally placed with Placees pursuant
to the Conditional Placing
"Conditional Underwriting Warrants" the 8,848,539 Underwriting Warrants to be issued to Placees pursuant to the
Conditional Placing
"CREST" a relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the Operator (as defined in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755), including any
enactment or subordinate legislation which amends or supersedes those
regulations and any applicable rules made under those regulations or any such
enactment or subordinate legislation for the time being in force
"Daily Official List" the daily publication of official quotations for all securities traded on the
London Stock Exchange
"Escrow Account" the escrow account set up with Law Debenture under the Escrow Agreement for
the purposes of holding the Placing Proceeds pending satisfaction or waiver of
the Conditions
"Escrow Agreement" the escrow agreement dated 31 July 2025 and made between Canaccord, the
Company and Law Debenture
"EU" European Union
"EU Member States" the member states of the European Union
"EU Prospectus Regulation" EU Prospectus Regulation 2017/1129
"Existing Ordinary Shares" the Ordinary Shares of £0.01 each in the share capital of the Company in
issue as at the date of this Announcement
"FCA" the Financial Conduct Authority when exercising functions under Part VI of
FSMA
"FID" each of Navitas and the Company having made public announcements of a positive
final investment decision in relation to Phase 1, such decision to be made by
their respective boards of directors upon their satisfaction (acting in good
faith) that, amongst other things, Phase 1 has received all required
regulatory consents and approvals and Financial Close has occurred
"FIG" Falkland Islands Government
"Financial Close" the senior lender(s) in respect of the debt financing for Phase 1 having
confirmed that all of the conditions to financial close have been satisfied,
save in respect of any condition relating to the release from escrow of the
Placing Proceeds
"Firm Placing" the placing by Canaccord with Placees of the Firm Placing Shares and the Firm
Underwriting Warrants pursuant to the arrangements described in this
Announcement
"Firm Placing Shares" the 162,813,189 New Ordinary Shares conditionally placed with Placees pursuant
to the Firm Placing
"Firm Underwriting Warrants" the 40,703,294 Underwriting Warrants to be issued to Placees pursuant to the
Firm Placing
"FPSO" floating production storage and offloading unit
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"Group" the Company and its subsidiary undertakings
"Harbour Energy" Harbour Energy plc, a company incorporated in Scotland with registered number
SC234781
"Interest Shares" the additional New Ordinary Shares to be issued in respect of accrued interest
credited to the Escrow Account, subject to certain limits
"Issue Price" the price at which the New Ordinary Shares are to be issued and allotted
pursuant to the Placing, being 53 pence per New Ordinary Share
"Law Debenture" or "Escrow Agent" Law Debenture Trust Corporation plc
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 31 March 2026
"mmbbls" millions of barrels
"Navitas" Navitas Petroleum LP, a publicly traded North America focused oil and gas
exploration and production partnership
"New Ordinary Shares" the new Ordinary Shares to be issued pursuant to the Firm Placing and the
Conditional Placing (including, for the avoidance of doubt, any Interest
Shares)
"New Securities" the New Ordinary Shares and the Underwriting Warrants
"Ombrina Mare Arbitration" the Company's international arbitration against the Republic of Italy in
relation to the Ombrina Mare field
"Open Offer" the conditional invitation proposed to made by the Company to Shareholders to
subscribe for new Ordinary Shares following Admission
"Ordinary Shares" the ordinary shares of £0.01 each in the share capital of the Company
"Phase 1" the phase 1 development of the petroleum field known as Sea Lion, located
offshore the Falklands Islands
"Placees" those placees who have agreed to subscribe for New Securities pursuant to the
Placing
"Placing" the Firm Placing and the Conditional Placing
"Placing Agreement" the conditional agreement dated 31 July 2025 entered into between the Company
and Canaccord in respect of the Placing
"Placing Letter" Placing Letters means the letters setting out the terms and conditions on
which Placees have agreed with the Company and Canaccord to participate in the
Placing
"Placing Proceeds" the aggregate gross proceeds actually received by Canaccord from Placees in
respect of Placing Shares
"Placing Shares" the Firm Placing Shares and the Conditional Placing Shares
"Post-FID Loan" has the meaning given in the main body of this Announcement
"Pre-FID Loan" has the meaning given in the main body of this Announcement
"Premier Oil" Premier Oil Plc
"Regulatory Information Service" has the meaning given in the AIM Rules
"Resolutions" the resolutions to be proposed at the General Meeting relating to the
Conditional Placing
"Sea Lion" the Sea Lion oil field
"Sea Lion Development Funding" the development funding requirement in respect of Phase 1 of the Sea Lion
project, which is US$1.658 million
"Sea Lion Project" or the "Project" the Company's involvement in the Sea Lion oil field offshore of the Falkland
Islands
"Shareholders" the holders of Existing Ordinary Shares and "Shareholder" shall mean any one
of them
"Strike Price" the strike price of 80 pence per Ordinary Share in respect of the Underwriting
Warrants
"UK Prospectus Regulation" the UK version of EU Prospectus Regulation 2017/1129 which forms part of the
law of England and Wales as retained EU law as defined in, and by virtue of,
the European Union (Withdrawal) Act 2018, as amended
"uncertificated" or "in uncertificated form" recorded on the register of members of the Company as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
"Underwriting Warrants" the Firm Underwriting Warrants and the Conditional Underwriting Warrants
(including, for the avoidance of doubt, any further warrants to be issued in
respect of accrued interest credited to the Escrow Account pursuant to the
arrangements described in this Announcement)
"United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"United States" the United States of America, its territories and possessions, any state of
the United States and the District of Columbia
"US$" or "US Dollars" US dollars, being the lawful currency of the United States
"US Securities Act" the US Securities Act of 1933, as amended
"Warrant Exercise Period" the period from the date of issue of the Underwriting Warrant up to (and
including) the Warrant Expiry Date
"Warrant Expiry Date" 5.00 pm on the fourth anniversary of Admission
"Warrant Instrument" the warrant instrument constituting the Underwriting Warrants to be made by
the Company prior to Admission, in accordance with the terms and conditions of
the Underwriting Warrants set in this announcement
"£" or "pounds sterling" or "sterling" UK pounds sterling, being the lawful currency of the United Kingdom
"€" or "Euro" Euro, being the lawful currency of the European Economic Area
1 (#_ftnref1) US$0.706 using the prevailing rate of
exchange quoted by Bloomberg at 4 p.m. (London time) on 29 July 2025.
2 (#_ftnref2) US$1.066 using the prevailing rate of
exchange quoted by Bloomberg at 4 p.m. (London time) on 29 July 2025.
3 (#_ftnref3) US$1.066 using the prevailing rate of exchange quoted by
Bloomberg at 4 p.m. (London time) on 29 July 2025.
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