REG - Rockhopper Exp plc Falkland Oil and Gas - Recommended all-share merger <Origin Href="QuoteRef">FOGL.L</Origin> <Origin Href="QuoteRef">RKH.L</Origin> - Part 2
24/11/2015 07:02
- Part 2: For the preceding part double click ID:nRSX7026Ga
observe, any
applicable legal or regulatory restrictions in those jurisdictions. FOGL
Shareholders who are in any doubt regarding such matters should consult an
appropriate independent adviser in the relevant jurisdiction without delay.
Any failure to comply with such restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies involved in the Merger disclaim any
responsibility or liability for the violation of such restrictions by any
person. This document does not constitute an offer to sell, or the
solicitation of any offer to buy, any Rockhopper Consideration Shares in any
jurisdiction in which such an offer or solicitation would be unlawful.
19.2 FOGL Shareholders are advised to read carefully the Scheme Document
once it has been dispatched.
20. Expected timetable
20.1 Further details of the Scheme will be contained in the Scheme
Document which is currently expected to be posted to FOGL Shareholders on or
around 11 December 2015.
20.2 Further details on the timetable for implementation of the Scheme
will be set out in the Scheme Document, which will also include the notices of
the Court Meeting and the FOGL General Meeting and specify the necessary
actions to be taken by FOGL Shareholders. It is currently expected that the
Court Meeting and FOGL General Meeting will be held during January 2016. The
timing of events which relate to the implementation of the Merger is, however,
subject to approval of the Court and is therefore subject to change.
20.3 It is currently expected that the Rockhopper Circular will be posted
to existing Rockhopper Shareholders on or around 27 November 2015. The
Rockhopper Circular will set out the ordinary resolution to be put to
Rockhopper Shareholders at the Rockhopper General Meeting in order for them to
approve the allotment of the Rockhopper Consideration Shares.
20.4 If the Scheme does not become effective (or, if it is implemented by
means of a Merger Offer, if it is not declared unconditional in all respects)
by the Long Stop Date, the Merger will lapse unless Rockhopper and FOGL agree
otherwise (and, if appropriate, with the approval of the Court).
21. Documents on display
A copy of this announcement will be made available, free of charge, on FOGL's
website at www.fogl.com and Rockhopper's website at
www.rockhopperexploration.co.uk as soon as reasonably practicable following
this announcement. Neither the content of any website referred to in this
announcement nor the content of any website accessible from hyperlinks on FOGL
or Rockhopper's website (or any other website) is incorporated into, or forms
part of, this announcement.
22. General
The Merger will be made subject to the Conditions and on the terms set out in
Appendix 1 to this announcement and on the further terms and conditions to be
set out in the Scheme Document. The Scheme will be governed by Falkland
Islands law and subject to the applicable rules and regulations of the London
Stock Exchange and the FCA.
Appendix 1 to this announcement contains the conditions to, and certain
further terms of, the Merger. Appendix 2 to this announcement contains
further details of the sources of information and bases of calculations set
out in this announcement. Appendix 3 contains a summary of the irrevocable
undertakings given by the FOGL Directors and by certain FOGL Shareholders and
the Rockhopper Directors. Appendix 4 contains definitions of certain
expressions used in this announcement.
Enquiries
Rockhopper Exploration plc via Vigo Communications - +44 (0) 20 7016 9571
Sam Moody, Chief Executive
Stewart MacDonald, Chief Financial Officer
Fiona MacAulay, Chief Operating Officer
Canaccord Genuity Limited, NOMAD, broker and financial adviser to Rockhopper +44 (0) 20 7523 8000
Henry Fitzgerald-O'Connor
Manuel Santiago
Wei Loon Yap
Liberum Capital Limited, joint broker to Rockhopper +44 (0)20 3100 2227
Clayton Bush
Neil Elliot
Vigo Communications, PR adviser to Rockhopper +44 (0) 20 7016 9571
Peter Reilly
Patrick d'Ancona
Falkland Oil and Gas Limited +44 (0) 20 7563 1260
Tim Bushell, Chief Executive Officer
RBC Europe Limited (trading as RBC Capital Markets), NOMAD, financial adviser and joint broker to FOGL +44 (0)20 7653 4000
Matthew CoakesAndrew CongletonMark RushtonRoland Symonds
Numis Securities Limited, joint broker to FOGL +44 (0)20 7260 1000
John PriorBen StoopPaul Gillam
FTI Consulting, PR adviser to FOGL +44 (0)20 3727 1000
Ed WestroppGeorge Parker
Further information
This announcement is for information only and is not intended to and does not
constitute, or form part of any offer to sell or invitation to purchase or
subscribe for any securities, or any solicitation of any vote or approval in
any jurisdiction pursuant to the Merger or otherwise, nor shall there be any
sale, issuance or transfer of securities of Rockhopper or FOGL in any
jurisdiction in contravention of applicable law. This announcement does not
constitute a prospectus or a prospectus equivalent document. The Merger will
be made on the terms and subject to the conditions and further terms set out
herein and in Appendix 1 to this announcement and the further terms and
conditions to be set out in the Scheme Document, Forms of Proxy and Forms of
Directions when issued. Any vote by FOGL Shareholders in respect of the
Merger should be made only on the basis of the information contained in the
Scheme Document, which will include details of how to vote in favour of the
Scheme. FOGL Shareholders are advised to read the formal documentation in
relation to the Merger which will be distributed to FOGL Shareholders in due
course, as it will contain important information relating to the Merger.
Rockhopper reserves the right to elect, to implement the Merger by way of a
Merger Offer. In such event, the Merger Offer will be implemented on
substantially the same terms, subject to appropriate amendments, as those
which would apply to the Scheme.
Please be aware that addresses, electronic addresses and certain other
information provided by FOGL Shareholders, persons with information rights and
other relevant persons in connection with the receipt of communications from
FOGL may be provided to Rockhopper during the Merger Period.
Canaccord Genuity Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively for
Rockhopper and no one else in connection with the Merger and this announcement
and will not be responsible to anyone other than Rockhopper for providing the
protections afforded to clients of Canaccord Genuity Limited nor for providing
advice in connection with the Merger or this announcement or any matter
referred to herein.
Liberum Capital Limited, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for Rockhopper and no one else in
connection with the Merger and this announcement and will not be responsible
to anyone other than Rockhopper for providing the protections afforded to
clients of Liberum Capital Limited nor for providing advice in connection with
the Merger or this announcement or any matter referred to herein.
RBC, which is authorised by the PRA and regulated by the FCA and the PRA, is
acting exclusively for FOGL and no one else in connection with the Merger and
will not be responsible to anyone other than FOGL for providing the
protections afforded to clients of RBC nor for providing advice in relation to
the Merger or any other matters referred to in this announcement.
Numis Securities Limited, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for FOGL and for no one else in
connection with the Merger and will not be responsible to anyone other than
FOGL for providing the protections afforded to its clients or for providing
advice in connection with the Merger or any other matter referred to herein.
Overseas shareholders
The release, publication or distribution of this announcement in or into, and
the availability of the Rockhopper Consideration Shares in certain
jurisdictions may be restricted by law and therefore persons into whose
possession this announcement comes who are not resident in the United Kingdom
or the Falkland Islands should inform themselves about, and observe, any
applicable legal or regulatory restrictions in those jurisdictions. FOGL
Shareholders who are in any doubt regarding such matters should consult an
appropriate independent adviser in the relevant jurisdiction without delay.
Any failure to comply with such restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies involved in the Merger disclaim any
responsibility or liability for the violation of such restrictions by any
person. This document does not constitute an offer to sell, or the
solicitation of any offer to buy, any Rockhopper Consideration Shares in any
jurisdiction in which such an offer or solicitation would be unlawful.
This announcement has been prepared for the purposes of complying with English
law, Falkland Islands law, the AIM Rules, the rules of the London Stock
Exchange and the information disclosed may not be the same as that which would
have been disclosed if this announcement had been prepared in accordance with
the laws of any jurisdiction outside the United Kingdom and the Falkland
Islands.
The availability of the Rockhopper Consideration Shares to FOGL Shareholders
who are not resident in the United Kingdom or the Falkland Islands may be
affected by the laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom or the Falkland Islands
should inform themselves of, and observe, any applicable requirements.
The Rockhopper Consideration Shares to be issued pursuant to the Scheme have
not been and will not be registered under the US Securities Act of 1933 (as
amended) (the "Securities Act") or under the relevant securities laws of any
state or territory or other jurisdiction of the United States, but are
expected to be offered in the United States in reliance upon the exemption
from the registration requirements of the Securities Act provided by Section
3(a)(10) thereof. The Scheme will be subject to the disclosure requirements
and practices applicable in the Falkland Islands to schemes of arrangement,
which differ from the disclosure requirements of the US proxy solicitation
rules and tender offer rules. However, if Rockhopper were to elect (in
accordance with the condition in paragraph (d) of Part B of Appendix 1) to
implement the Merger by means of a Merger Offer, such offer will be made in
compliance with the US tender offer rules, to the extent applicable, or an
exemption therefrom.
None of the securities referred to in this document have been approved or
disapproved by the US Securities and Exchange Commission, any state securities
commission in the United States or any other US regulatory authority, nor have
such authorities passed upon or determined the adequacy or accuracy of this
document. Any representation to the contrary is a criminal offence in the
United States.
Cautionary note regarding forward-looking statements
This announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of the FOGL Group
and certain plans and objectives of the boards of directors of FOGL and
Rockhopper. These forward-looking statements can be identified by the fact
that they do not relate only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "will", "may", "should",
"would", "could" or other words of similar meaning. These statements are
based on assumptions and assessments made by the boards of directors of FOGL
and Rockhopper in light of their experience and their perception of historical
trends, current conditions, expected future developments and other factors
they believe appropriate. By their nature, forward-looking statements involve
risk and uncertainty, and the factors described in the context of such
forward-looking statements in this announcement could cause actual results and
developments to differ materially from those expressed in or implied by such
forward-looking statements. Should one or more of these risks or
uncertainties materialise, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this announcement.
FOGL and Rockhopper assume no obligation to update or correct the information
contained in this announcement, whether as a result of new information, future
events or otherwise, except to the extent legally required.
The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set out in this announcement since such
date. Nothing contained in this announcement shall be deemed to be a
forecast, projection or estimate of the future financial performance of FOGL
and Rockhopper except where expressly stated.
No profit forecast
No statement in this announcement is intended as a profit forecast or a profit
estimate, and no statement in this announcement should be interpreted to mean
that the future earnings per share of the Rockhopper group (as enlarged by the
Merger), Rockhopper and/ or FOGL for current or future financial years will
necessarily match or exceed the historical or published earnings per share of
Rockhopper or FOGL.
Note regarding Rockhopper oil and gas disclosure
This announcement has been approved by Rockhopper's geological staff who
include Fiona MacAulay (Chief Operating Officer), who is a Fellow of the
Geological Society of London and a Member of the Petroleum Exploration Society
of Great Britain and American Association of Petroleum Geologists with over 25
years of experience in petroleum exploration and management, and who is the
qualified person as defined in the Guidance Note for Mining, Oil and Gas
Companies issued by the London Stock Exchange in respect of AIM companies. In
compiling its resource estimates, Rockhopper has used the definitions and
guidelines as set forth in the 2007 Petroleum Resources Management System
approved by the Society of Petroleum Engineers.
Note regarding FOGL oil and gas disclosure
This announcement has been approved by FOGL's geological staff who include
Colin More (Exploration Director), who is a member of the Geological Society
of London, the American Association of Petroleum Geologists and the Society of
Exploration Geologists with over 28 years of oil and gas industry experience,
and who is the qualified person as defined in the Guidance Note for Mining,
Oil and Gas Companies issued by the London Stock Exchange in respect of AIM
companies. In compiling its resource estimates, FOGL has used the definitions
and guidelines as set forth in the 2007 Petroleum Resources Management System
approved by the Society of Petroleum Engineers.
appendix 1
terms and conditions
CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE MERGER
Part A
Conditions of the Merger
1.1 The Merger will, if it is implemented by way of the Scheme, be
conditional upon the Scheme becoming unconditional and becoming effective (and
if it is implemented by way of the Merger Offer be conditional upon the Merger
Offer being declared unconditional in all respects) by not later than 31 March
2016 or such later date (if any) as Rockhopper and FOGL may agree and, if
required, the Court may approve.
1.2 The Scheme will be conditional upon:
(a) the approval of the Scheme by a majority in number of the Scheme
Shareholders present and voting, either in person or by proxy, at the Court
Meeting (or at any adjournment thereof), representing three-fourths or more in
value of the Scheme Shares voted by those Scheme Shareholders;
(b) the Court Meeting being held on or before the date that is the twenty
second day after the expected date of the Court Meeting to be set out in the
Scheme Document (or such later date as may be agreed by Rockhopper and FOGL
and, if required, the Court may approve);
(c) the resolution in connection with and required to implement the
Scheme, set out in the notice of the FOGL General Meeting, being duly passed
by the requisite majority at the FOGL General Meeting (or at any adjournment
thereof);
(d) the FOGL General Meeting being held on or before the date that is the
twenty second day after the expected date of the FOGL General Meeting to be
set out in the Scheme Document (or such later date as may be agreed by
Rockhopper and FOGL and, if required, the Court may approve);
(e) the sanction of the Scheme by the Court (with or without
modification, any such modification being on terms agreed by Rockhopper and
FOGL) and an office copy of the Court Order being delivered to the Registrar
of Companies for registration;
(f) the Rockhopper Shareholders approving the issue and allotment of the
Rockhopper Consideration Shares at the Rockhopper General Meeting; and
(g) the Rockhopper General Meeting being held on or before 14 December
2015 (or such later date as may be agreed by Rockhopper and FOGL and, if
required, the Court may approve, but subject always to the terms of clause
6.2.5 of the Co-operation Agreement).
1.3 In addition, FOGL and Rockhopper state that, subject as stated in
Part B below, the Scheme will be conditional upon the following matters and,
accordingly, the necessary actions to make the Scheme effective will not be
taken unless the following Conditions (as amended, if appropriate) have been
satisfied (where capable of satisfaction) or where permitted, waived, prior to
the Scheme being sanctioned by the Court in accordance with Condition 1.2(e)
above:
(a) the London Stock Exchange having acknowledged to Rockhopper or its
agent (and such acknowledgement not having been withdrawn) that the Rockhopper
Consideration Shares will be admitted to trading on AIM, subject only to the
allotment of such Rockhopper Consideration Shares and/ or the Scheme becoming
effective;
(b) the Falkland Islands Government acting through its relevant
department (i) not having revoked any exploration or production licence held
by FOGL or by any subsidiary of FOGL and (ii) having provided confirmation in
writing that it does not (A) intend to require a further change of control of
FOGL or any subsidiary of FOGL as a result of the implementation of the Merger
or (B) intend to revoke, or recommend the revocation of, any exploration or
production licence held by FOGL or by any subsidiary of FOGL at the date of
such confirmation;
(c) no government or governmental, quasi-governmental, supranational,
statutory or regulatory body, or any court, institution, investigative body,
association, trade agency or professional or environmental body or (without
prejudice to the generality of the foregoing) any other person or body in any
jurisdiction (each, a "Relevant Authority") having decided to take,
instituted, implement or threaten any action, proceeding, suit, investigation
or enquiry or enacted any statute, regulation or order or otherwise taken any
other step or done any thing, and there not being outstanding any statute,
legislation or order, that would or might reasonably be expected to (to an
extent which is material in the context of the Wider Rockhopper Group or Wider
FOGL Group, as the case may be, in either case, taken as a whole):
(i) make the Merger, or its implementation, or acquisition of any FOGL
Shares, or any other shares or securities in, or wider control of, FOGL by
Rockhopper or any member of the Wider Rockhopper Group or the subscription by,
or allotment to, any member of the Wider Rockhopper Group of FOGL Shares or
any matter arising therefrom or relating thereto, void, illegal or
unenforceable under the laws of any relevant jurisdiction or otherwise
restrict, restrain, prohibit, delay, impose additional material conditions or
obligations with respect to, or otherwise interfere in any material respect
with the implementation of, the Merger or any matters arising therefrom, in
each case in a manner which is material in the context of the Merger;
(ii) require, prevent, materially delay or materially affect the
divestiture by Rockhopper or any member of the Wider Rockhopper Group or FOGL
or any member of the Wider FOGL Group of all or any material portion of their
respective businesses, assets or property or of any FOGL Shares or impose any
material limitation on the ability of any of them to conduct their respective
businesses or own their respective assets or properties or any part thereof
which is material in the context of the Merger;
(iii) impose any limitation on the ability of any member of the Wider
Rockhopper Group to acquire or hold or exercise effectively, directly or
indirectly, all rights of all or any of the FOGL Shares (whether acquired
pursuant to the Merger or otherwise) which is material in the context of the
Merger;
(iv) save if Rockhopper elects to implement the Merger by way of a Merger
Offer, require any member of the Wider Rockhopper Group or the Wider FOGL
Group to offer to acquire any shares or other securities or rights thereover
in any member of the Wider FOGL Group owned by any third party where such
acquisition would be material in the context of the Merger;
(v) make the Merger or its implementation illegal, void or unenforceable
in or under the laws of any relevant jurisdiction in a manner which is
material in the context of the Merger;
(vi) impose any limitation on the ability of any member of the Wider
Rockhopper Group or the Wider FOGL Group to co-ordinate its business, or any
part of it, with the business of any other member of the Wider Rockhopper
Group or the Wider FOGL Group in a manner which is material in the context of
the Merger;
(vii) result in any member of the Wider Rockhopper Group or Wider FOGL
Group ceasing to be able to carry on business in a manner in which it
presently does so in a manner which is material in the context of the Merger;
or
(viii) otherwise adversely affect the businesses, assets, prospects or
profits of any member of the Wider Rockhopper Group or the Wider FOGL Group or
the exercise of rights of shares of any company in the FOGL Group in a manner
which is material in the context of the Merger,
and all applicable waiting periods during which such Relevant Authority could
institute, implement or threaten any such action, proceeding, suit,
investigation, enquiry or reference or otherwise intervene having expired,
lapsed or been terminated;
(d) all necessary filings or applications which are necessary or
reasonably considered appropriate having been made in connection with the
Merger and all statutory or regulatory obligations in any jurisdiction having
been complied with in connection with the Merger or the acquisition of any
shares or securities in, or control of, FOGL or any member of the Wider FOGL
Group by any member of the Wider Rockhopper Group and all authorisations,
orders, grants, consents, clearances, licences, permissions and approvals
(collectively "Consents"), in any jurisdiction, deemed necessary or reasonably
considered appropriate by Rockhopper for or in respect of the Merger, the
proposed acquisition of any shares in, or control of, FOGL or any member of
the Wider FOGL Group by any member of the Wider Rockhopper Group or the
carrying on of the business of any member of the Wider FOGL Group or the Wider
Rockhopper Group or any matters arising therefrom being obtained in terms
satisfactory to Rockhopper (acting reasonably) from all appropriate Relevant
Authorities or (without prejudice to the generality of the foregoing) from any
persons or bodies with whom any members of the Wider FOGL Group or the Wider
Rockhopper Group has entered into contractual arrangements and such Consents
remaining in full force and effect as at the Effective Date and there being no
intimation of any intention to revoke or not to renew the same and all
necessary filings having been made, all appropriate waiting and other time
periods (including extensions thereto) under any applicable legislation and
regulations in any jurisdiction having expired, lapsed or been terminated and
all necessary statutory or regulatory obligations in any jurisdiction in
respect of the Merger or of any FOGL Shares or any matters arising therefrom
having been complied with, in each case where the absence of such Consent
would be material in the context of the Merger;
(e) no notice or indication having been received from any party with whom
any member of the Wider FOGL Group has any contractual or other relationship
that the interests held by any member of the Wider FOGL Group under licences,
leases, consents, permits, contracts and other rights will be terminated,
revoked or amended as a consequence of the Merger which is in any such case
material in the context of the Merger;
(f) save as Disclosed, there being no provision of any material
agreement, instrument, permit, licence or other arrangement to which any
member of the Wider FOGL Group is a party or by or to which it or any of its
assets is bound or subject which, as a consequence of the Merger or because of
a change in the control or management of FOGL or any member of the FOGL Group
or any matters arising therefrom or otherwise, would or is reasonably expected
to, in each case to an extent which is material in the context of the Wider
FOGL Group (taken as a whole), result in:
(i) any monies borrowed by, or other indebtedness, actual or contingent,
of, or grant available to, any member of the Wider FOGL Group becomes or is
capable of being declared repayable immediately or earlier than the repayment
date stated in such agreement, instrument or other arrangement or the ability
of any member of the Wider FOGL Group to borrow moneys or incur indebtedness
is withdrawn, inhibited;
(ii) any mortgage, charge or other security interest is created over the
whole or any part of the business, property or assets of any member of the
Wider FOGL Group or any such security (whenever arising) becomes enforceable;
(iii) any such agreement, instrument, permit, licence or other
arrangement, or any right, interest, liability or obligation of any member of
the Wider FOGL Group therein, is terminated or materially adversely modified
or affected or any material action is taken or onerous obligation arises
thereunder;
(iv) the rights, liabilities, obligations or interests or business of any
member of the Wider FOGL Group in or with any other person, firm or company
(or any arrangement relating to such interest or business) is terminated or
adversely modified or affected;
(v) any asset or interest of any member of the Wider FOGL Group being
disposed of or ceasing to be available to any member of the Wider FOGL Group
or any right arising under which any such asset or interest could be required
to be disposed of or could cease to be available to any member of the Wider
FOGL Group;
(vi) any member of the Wider FOGL Group ceases to be able to carry on
business under any name under which it currently does so;
(vii) any requirement on any such member to acquire, subscribe, pay up or
repay any shares or other securities; or
(viii) the creation or acceleration of any liability (actual or contingent)
by a member of the Wider FOGL Group other than trade creditors or other
liabilities incurred in the ordinary course of business,
and no event having occurred which, under any provision of any material
agreement, arrangement, licence, permit or other instrument to which any
member of the Wider FOGL Group is a party or by or to which any such member or
any of its assets may be bound, entitled or subject, would result in any of
the events or circumstances as are referred to in sub paragraphs (i) to (viii)
of this condition which would be material in the context of the Merger.
(g) since 31 December 2014 (being the date to which the latest published
audited report and accounts of FOGL were made up) or save as Disclosed, no
member of the Wider FOGL Group having:
(i) save as between FOGL and wholly owned subsidiaries of FOGL, for FOGL
Shares issued pursuant to FOGL Share Plans or as agreed between Rockhopper and
FOGL, issued or agreed to issue or authorised or proposed the issue of
additional shares of any class or issued or authorised or proposed the issue
of or granted securities convertible into or rights, warrants or options to
subscribe for or acquire such shares or convertible securities or redeemed,
purchased or reduced any part of its share capital;
(ii) sold or transferred or agreed to sell or transfer any treasury
shares;
(iii) other than to another member of the FOGL Group, recommended,
declared, paid or made or proposed to recommend, declare, pay or make any
dividend, bonus or other distribution whether payable in cash or otherwise;
(iv) issued or authorised or proposed the issue of any debentures or save
for any intra FOGL Group transactions incurred or increased any indebtedness
or contingent liability which is material in the context of the Wider FOGL
Group taken as a whole;
(v) save for any intra FOGL Group transaction, made or authorised or
announced an intention to propose any material change in its loan capital;
(vi) other than to an extent which is not material to the Wider FOGL Group
taken as a whole, disposed of or transferred, mortgaged or encumbered any
asset or any right, title or interest in any asset or entered into or varied
to a material extent any contract, commitment or arrangement (whether in
respect of capital expenditure or otherwise) which is of a long term or
unusual nature or which involves or could involve an obligation of a nature or
magnitude which is material in the context of the Wider FOGL Group taken as a
whole or announced any intention to do so;
(vii) entered into or varied to a material extent or proposed to enter
into or vary any contract, reconstruction, amalgamation, arrangement or other
transaction which is of a long term or unusual or onerous nature, otherwise
than in the ordinary course of business which is material in the context of
the Wider FOGL Group taken as whole or announced any intention to do so;
(viii) save as agreed between Rockhopper and FOGL, entered into, or varied
the terms of, or made any offer (which remains open for acceptance) to enter
into or vary the terms of, any agreement, arrangement, instrument, commitment
or obligation with or for the benefit of any of the directors or, except for
salary increases, bonuses or variations of terms in the ordinary course,
senior executives; including any retirement, death or disability benefit or
any share option or bonus scheme;
(ix) other than in respect of any intra FOGL Group transactions, merged or
demerged with any body corporate or acquired or disposed of or transferred,
mortgaged or charged or created any security interest over any assets or any
right, title or interest in any asset (including shares and trade investments)
(except in the ordinary course of business) or other than pursuant to this
Merger authorised or announced any intention to propose any merger, demerger,
acquisition or disposal, transfer, mortgage, charge or security interest and
in each case to an extent which is material in the context of the Wider FOGL
Group taken as a whole;
(x) other than in respect of a member which is dormant and was solvent at
the relevant time taken or proposed any corporate action or had any legal
proceedings started or threatened against it for its winding-up, dissolution
or reorganisation or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer of all or any of its
assets and revenues or any analogous proceedings in any jurisdiction or had
any such person appointed;
(xi) waived or compromised any claim which is material in the context of
the Wider FOGL Group taken as a whole;
(xii) made any amendment to its articles of association or other
incorporation documents, other than an alteration in connection with the
Scheme;
(xiii) (except in relation to changes made or agreed as a result of, or
arising from, changes to legislation or as agreed between Rockhopper and FOGL)
proposed, agreed to provide or modified terms of any FOGL Share Plans
incentive scheme or other benefit relation to the employment or termination of
employment of any person employed by the Wider FOGL Group which are material
in the context of the Wider FOGL Group taken as a whole;
(xiv) made or agreed or consented to:
(A) any significant change to:
1. the terms of the trust deeds constituting the pension scheme(s)
established for its directors, employees or their dependants; or
2. the benefits which accrue or to the pensions which are payable
thereunder; or
3. the basis on which qualification for, or accrual or entitlement to
such benefits or pensions are calculated or determined; or
4. the basis upon which the liabilities (including pensions) or such
pension schemes are funded or made; or
(B) any change to the trustees including the appointment of a trust
corporation,
to an extent which is in any case material in the context of the Wider FOGL
Group;
(xv) entered into any contract, transaction or arrangement which is or is
likely to be restrictive on the business of any member of the Wider FOGL Group
or the Wider Rockhopper Group;
(xvi) entered into any contract, commitment or agreement with respect to,
or announced any intention to effect any of the transactions or events
referred to in this condition (g);
(xvii) been unable or admitted that it is unable to pay its debts or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial
part of its business which is material in the context of the Merger; and
(xviii) having taken (or agreed or proposed to take) any action which
requires, or would require, the approval of FOGL Shareholders in a general
meeting, other than in relation to the Merger.
(h) since 31 December 2014 (being the date to which the latest published
audited report and accounts of FOGL were made up) and save as Disclosed:
(i) no litigation, arbitration, prosecution or other legal proceedings
having been instituted, announced or threatened or remained outstanding by or
against any member of the Wider FOGL Group (whether as plaintiff, defendant or
otherwise) which in any such case might be reasonably expected to have a
material adverse affect on the Wider FOGL Group taken as a whole;
(ii) no adverse change having occurred in the business, assets, financial
or trading position, profits or prospects of any member of the Wider FOGL
Group which is material in the context of the Wider FOGL Group taken as a
whole;
(iii) no steps having been taken which would or are reasonably likely to
result in the withdrawal, cancellation, termination or modification of any
material licence held by any member of the Wider FOGL Group which is necessary
for the proper carrying on of its business and the withdrawal, cancellation,
termination or modification of which might reasonably be expected to have a
material adverse effect on the Wider FOGL Group taken as a whole;
(iv) no enquiry or investigation by any Relevant Authority having been
threatened, announced, implemented or instituted or remaining outstanding
which in any such case is material in the context of the Merger; or
(v) otherwise than as a result of the Merger, no material liability
(actual, contingent or otherwise) having arisen or increased to an extent
which is material in the context of the Wider FOGL Group taken as a whole.
(i) except as Disclosed, Rockhopper not having discovered that:
(i) any business, financial or other information concerning any member
of the FOGL Group disclosed, publicly or otherwise at any time to Rockhopper,
by or on behalf of any member of the FOGL Group, either contains a
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not misleading, in each case in a manner which
is material in the context of the Wider FOGL Group taken as a whole; or
(ii) any member of the Wider FOGL Group is subject to any liability,
actual or contingent, which is not disclosed in the annual report and accounts
of FOGL for the financial year ended 31 December 2014 which is material in the
context of the Wider FOGL Group taken as a whole; and
(j) excepts as Disclosed, Rockhopper not having discovered that:
(i) any past or present member of the Wider FOGL Group has not complied
with all applicable legislation or regulations of any jurisdiction with regard
to the storage, disposal, discharge, spillage, leak or emission of any waste
or hazardous substance or any substance likely to impair the environment or to
harm human health or otherwise relating to environmental matters (which
non-compliance might give rise to any liability (whether actual or contingent)
on the part of any member of the Wider FOGL Group) or that there has otherwise
been any such disposal, discharge, spillage, leak or emission (whether or not
the same constituted a non-compliance by any person with any such legislation
or regulations and wherever the same may have taken place) which in any such
case is likely to give rise to any liability (whether actual or contingent) on
the part of any member of the Wider FOGL Group which, in any case, is material
in the context of the Wider FOGL Group taken as a whole;
(ii) there is or is likely to be any liability (whether actual or
contingent) to make good, repair, reinstate or clean up any property now or
previously owned, occupied or made use of by any past or present member of the
Wider FOGL Group or any controlled waters under any environmental legislation,
regulation, notice, circular or order of any Relevant Authority or third party
or otherwise which, in any case, is or is likely be expected to be material in
the context of the Wider FOGL Group taken as a whole.
(iii) there are no adequate procedures in place to prevent any member of
the Wider FOGL Group or persons associated with the Wider FOGL Group from
engaging in any activity, practice or conduct which would constitute an
offence under the Bribery Act 2010 or any other applicable anti-corruption
legislation; or
(iv) any asset of any member of the Wider FOGL Group constitutes criminal
property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but
disregarding paragraph (b) of that definition) to an extent which is material
in the context of the Merger.
Part B
Certain further terms of the Merger
(a) Conditions 1.3(a) to 1.3(j) (inclusive) must each be fulfilled,
determined by Rockhopper to be or to remain satisfied or (if capable of
waiver) be waived by no later than 11.59 p.m. on the date immediately
preceding the date of the Court Hearing, failing which the Scheme will lapse,
unless Rockhopper and FOGL otherwise agree.
(b) Notwithstanding the paragraph above, Rockhopper reserves the right in
its sole discretion to waive all or any of Conditions 1.3(a) to 1.3(j)
(inclusive), in whole or in part and to proceed with the Court Hearing prior
to the fulfilment, satisfaction or waiver of any of the Conditions 1.3(a) to
1.3(j) inclusive.
(c) Rockhopper shall be under no obligation to waive (if capable of
waiver) or to determine to be satisfied, or to treat as fulfilled, any of the
Conditions 1.3(a) to 1.3(j) (inclusive) by a date earlier than that date
specified in Condition 1.1 for the fulfilment thereof notwithstanding that
some of the other Conditions 1.3(a) to 1.3(j) (inclusive) may at some earlier
date have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such Conditions may not be capable of
fulfilment.
(d) Rockhopper reserves the right to elect to implement the Merger by way
of a Merger Offer. In such event, such Merger Offer will be implemented on the
same terms and conditions (subject to appropriate amendments, including
(without limitation) an acceptance condition set at 90 per cent (or such lower
percentage (being more than 50 per cent) as Rockhopper may decide) of the
shares to which such Merger Offer (if any) relates, so far as applicable, as
those which would apply to the Scheme).
(e) The Merger will be on the terms and will be subject to, inter alia,
the conditions which will be set out in the Scheme Document and such further
terms (if any) as may be required to comply with the AIM Rules.
(f) The FOGL Shares will be acquired by Rockhopper fully paid and free
from all liens, equitable interests, charges, encumbrances and other third
party rights of any nature whatsoever and together with all rights attaching
to them.
(g) The Merger and the Scheme will be governed by Falkland Islands law
and will be subject to the jurisdiction of the Falkland Islands courts.
(h) The Rockhopper Consideration Shares to be issued under the Scheme
will be issued credited as fully paid and will rank equally in all respects
with the existing Rockhopper Shares, including the right to receive in full
all dividends and other distributions, if any, declared, made or paid by
reference to a record date falling after the Effective Date.
(i) Fractions of Rockhopper Consideration Shares will not be allotted to
FOGL Shareholders pursuant to the Merger. However, the entitlements of FOGL
Shareholders will be rounded up or down (with 0.5 of an Rockhopper
Consideration Share being rounded up) to the nearest whole number of
Rockhopper Consideration Shares.
(j) The availability of the Rockhopper Consideration Shares to persons
not resident in the United Kingdom or the Falkland Islands may be affected by
the laws of the relevant jurisdictions. Persons who are not resident in the
United Kingdom or the Falkland Islands should inform themselves about and
observe any applicable requirements.
(k) Each of Conditions shall be regarded as a separate Condition and
shall not be limited by reference to any other Condition.
appendix 2
sources of information and bases of calculations
1. As at the close of business on 23 November 2015, being the last
practicable date prior to the date of this announcement:
(a) FOGL had in issue 533,527,186 FOGL Shares; and
(b) Rockhopper had in issue 296,539,742 Rockhopper Shares.
2. The ISIN for FOGL Shares is FK00B030JM18 and for Rockhopper Shares
is GB00B0FVQX23.
3. The closing share price (sourced from Bloomberg) on 23 November
2015, being the last practicable date prior to the date of this announcement,
of Rockhopper Shares was 35.75 pence and of FOGL Shares was 9.60 pence.
4. Unless otherwise stated, the financial information and other
information included in this announcement has been extracted or derived,
without material adjustment, from:
(a) in the case of FOGL, the audited consolidated financial statements
for the FOGL Group for the year ended 31 December 2014 and the interim report
of the FOGL Group for the six months ending June 2015; and
(b) in the case of Rockhopper, the audited consolidated financial
statements for the Rockhopper Group for the year ended 31 December 2014 and
the interim report of the Rockhopper Group for the six months ended June
2015.
5. An exchange rate of US dollars to pounds sterling of 1.5136 has
been used, being the US$/£ exchange rate as at 4.00 p.m. (London time) on 23
November 2015, being the last practicable date prior to the date of this
announcement, sourced from Bloomberg.
appendix 3
Part A
FOGL Irrevocable Undertakings
1. Summary
Rockhopper has received irrevocable undertakings to vote in favour of the
Scheme at the Court Meeting and in favour of the resolution at the FOGL
General Meeting in respect of a total of 50,390,798 FOGL Shares, representing,
in aggregate, approximately 9.44 per cent of FOGL's existing issued share
capital.
2. Irrevocable undertakings from the FOGL Directors
The FOGL Directors have undertaken irrevocably to vote in favour of the Scheme
at the Court Meeting and in favour of the resolution at the FOGL General
Meeting (or accept the Merger Offer, if applicable) in respect of their entire
shareholding in FOGL, being a total of 1,095,617 FOGL Shares and representing,
in aggregate, approximately 0.20 per cent of FOGL's existing issued share
capital. The FOGL Directors have also irrevocably undertaken to approve the
necessary resolutions (or accept the Merger Offer) in respect of their entire
holdings of options and awards in the FOGL Share Plans (totalling 17,394,894
FOGL Shares), however the parties have agreed in the Co-operation Agreement
that none of these options and awards will be exercised or vest prior to the
Scheme Voting Record Time. These irrevocable undertakings will cease to be
binding only if the Scheme (or Merger Offer, if applicable) lapses or is
withdrawn and remain binding if a higher competing offer for FOGL is made.
3. Irrevocable undertakings from certain FOGL Shareholders
In addition, Rockhopper has received irrevocable undertakings to vote in
favour of the Scheme at the Court Meeting and in favour of the resolution at
the FOGL General Meeting (or accept the Merger Offer, if applicable) from
certain FOGL Shareholders. These undertakings are in respect of a total of
49,295,181 FOGL Shares representing, in aggregate, approximately 9.24 per cent
of the existing issued share capital of FOGL and will cease to be binding only
if the Scheme (or Merger Offer, if applicable) lapses or is withdrawn or if a
competing offer for FOGL is made which represents, in the reasonable opinion
of Canaccord, in excess of a 10 per cent improvement on the value of the
consideration offered to FOGL Shareholders pursuant to the terms of the
Merger.
4. Details of the irrevocable undertakings provided
The irrevocable undertakings received are comprised as follows:
FOGL Directors
Tim Bushell 346,154 0.06
Colin More 166,538 0.03
David Hudd 270,623 0.05
Timothy Jones 265,555 0.05
Robert Lyons 46,747 0.01
Total 1,095,617 0.20
Total
1,095,617
0.20
Tim Bushell 1,540,188 Falkland Oil & Gas Long Term Incentive Plan
Tim Bushell 7,561,346 Falkland Oil & Gas Share Option Plan
Colin More 1,391,527 Falkland Oil & Gas Long Term Incentive Plan
Colin More 6,661,833 Falkland Oil & Gas Share Option Plan
David Hudd 120,000 Falkland Oil & Gas Share Option Plan
Timothy Jones 120,000 Falkland Oil & Gas Share Option Plan
Total 17,394,894
17,394,894
Other FOGL Shareholders
RAB Special Situations (Master) Fund Limited 27,950,000 5.24
Phipps & Company Limited 21,345,181 4.00
Total 49,295,181 9.24
Total
49,295,181
9.24
All percentages in this Part A of Appendix 3 have been calculated based on the
issued share capital of FOGL on 23 November 2015 (being the last practicable
date prior to this announcement).
Part B
Rockhopper Irrevocable Undertakings
1. Irrevocable undertakings from the Rockhopper Directors
Rockhopper has provided to FOGL irrevocable undertakings to vote in favour of
the resolution to be proposed at the Rockhopper General Meeting in respect of
a total of 3,630,048 Rockhopper Shares, representing, in aggregate,
approximately 1.22 per cent of Rockhopper's existing issued share capital.
These irrevocable undertakings will cease to be binding only if the Scheme (or
Merger Offer, if applicable) lapses or is withdrawn.
2. Details of the irrevocable undertakings provided
The irrevocable undertakings received are comprised as follows:
Rockhopper Directors
Pierre Jungels 1,394,817 0.470
Samuel Moody 2,019,517 0.681
Fiona MacAulay 47,814 0.016
Stewart MacDonald 20,810 0.007
Robert Peters 14,287 0.005
David McManus 132,803 0.045
Total 3,630,048 1.224
3,630,048
1.224
The percentages in this Part B of Appendix 3 have been calculated based on the
issued share capital of FOGL on 23 November 2015 (being the last practicable
date prior to this announcement).
appendix 4
DEFINITIONS
The following definitions apply throughout this announcement unless the
context requires otherwise:
"2C Contingent Resources" those quantities of petroleum in the 2C contingent resources category (such category being a best estimate scenario and as defined in the 2007 Petroleum Resources Management System (as amended from time to time by any of its formal updates) sponsored by
the Society of Petroleum Engineers, the American Association of Petroleum Geologists, the World Petroleum Council and the Society of Petroleum Evaluation Engineers) estimated, as of a given date, to be potentially recoverable, from known bodies of
naturally occurring petroleum in reservoirs, by application of development projects but which are not currently considered to be commercially recoverable due to one or more contingencies
"Admission" the admission of the Rockhopper Consideration Shares to trading on AIM
"AIM" AIM, a market operated by the London Stock Exchange
"AIM Rules" the rules and guidance for companies the shares of which are admitted to trading on AIM entitled "AIM Rules for Companies" published by the London Stock Exchange, as amended from time to time
"barrel" quantity or unit of Crude Oil equal to 42 US gallons at Standard Conditions
"Business Day" any day (excluding any day which is a Saturday, Sunday or public holiday in England and Wales and/or the Falkland Islands) on which banks in the City of London and the Falkland Islands are open for general banking business
"Canaccord" Canaccord Genuity Limited, the nominated adviser to Rockhopper for the purposes of the AIM Rules and the financial adviser in relation to the Merger
"Combined Group" the Rockhopper Group including, following the Effective Date, the FOGL Group
"Companies Act 1948" the Companies Act 1948 (being the legislation applicable to companies incorporated in the Falkland Islands)
"Conditions" the conditions to the implementation of the Scheme as set out in Appendix 1 to this announcement and to be set out in the Scheme Document
"contingent resources" those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known bodies of naturally occurring petroleum in reservoirs by application of development projects but which are not currently considered to be commercially
recoverable due to one or more contingencies
"Co-operation Agreement" the agreement entered into by Rockhopper and FOGL on the date of this announcement, the key terms of which are summarised in paragraph 14 of this announcement
"Court" the Supreme Court of the Falkland Islands
"Court Hearing" the hearing at which the Court Order will be sought
"Court Meeting" the meeting of Scheme Shareholders to be convened pursuant to an order of the Court under Part IV of the Companies Act 1948 for the purpose of approving the Scheme (with or without amendment) including any adjournment thereof
"Court Order" the order of the Court sanctioning the Scheme under section 206 of the Companies Act 1948
"CREST" the relevant system, as defined in the Uncertificated Securities Regulations 2001 (SI 2011/3755, as amended), for paperless settlement of share transfers and the holding of shares in uncertificated form (in respect of which Euroclear UK & Ireland Limited
is the operator)
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