REG - Rockhopper Exp plc - Financial Close on Sea Lion Project

Rockhopper ExplorationAnnouncement

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RNS Number : 3784M  Rockhopper Exploration plc  22 December 2025

THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

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.

Unless otherwise defined, capitalised terms in this announcement have the
meaning ascribed to them in the Definitions section set out in the Company's
announcement released on 31 July 2025.

 

22 December 2025

 

Rockhopper Exploration plc

("Rockhopper" or the "Company")

Financial Close on Sea Lion Project

Completion of Placing and Launch of Open Offer

 

Rockhopper Exploration plc (AIM: RKH), the oil and gas company with key
interests in the North Falkland Basin, is pleased to announce that further to
the announcement made on 10 December 2025 regarding the Company taking the
Final Investment Decision ("FID") on the Sea Lion Project, Financial Close has
now occurred.

 

Accordingly, the Placing, as announced on 31 July 2025, will proceed to
completion and the Company will proceed to launch the Open Offer.

 

All key contracts in connection with Phase 1 of the Sea Lion Project have now
been negotiated and entered into by the operator Navitas Petroleum and
Development Limited ("Navitas"). The budgeted costs from FID to project
completion, including appropriate schedule and capex contingencies and
financing costs, remain at US$2.1 billion as announced in July 2025. On this
basis, taking into account the proceeds of the Placing, the Company is fully
funded for its equity portion of Phase 1 of the Sea Lion Project.

 

Sam Moody, Chief Executive Officer of Rockhopper Exploration, commented:

 

"I am delighted that we have reached Financial Close on the Sea Lion Project,
arguably the single most important day in our history since we made the Sea
Lion discovery. We now look forward to entering the development phase for the
field with our partner and operator, Navitas, who have done an exceptional job
both re-engineering the development and leading the financing. I am also very
pleased that as a result of reaching Financial Close we are able to complete
the Placing and also launch the Open Offer, where qualifying Shareholders can
purchase Ordinary Shares at the Placing price. This is a very exciting time
for Rockhopper and I would like to thank our Shareholders for their support
and all at both Navitas and FIG for their work as we enter the next phase of
the Company's history."

 

The Placing

 

As a result of FID being taken and Financial Close having been achieved, the
Placing will now proceed to completion. The Placing has raised aggregate gross
proceeds of approximately US$142 million from the issue of 201,102,976 new
ordinary shares in the Company (the "New Ordinary Shares") at an Issue Price
of 53 pence(( 1  (#_ftn1) )) per New Ordinary Share, comprising in aggregate
198,207,354 Placing Shares and 2,895,622 Interest Shares. Application has been
made to the London Stock Exchange for the New Ordinary Shares to be admitted
to trading on AIM and admission is expected to become effective on or around
8.00 a.m. on 31 December 2025 ("Admission"). The gross proceeds of the
Placing, which are currently held in an Escrow Account, will be released to
the Company on Admission.

 

Pursuant to the Placing, the Company will also issue a total of 50,275,732
Underwriting Warrants upon Admission. Each Underwriting Warrant will give the
holder the right to subscribe for one new Ordinary Share at a Strike Price of
80 pence 2  (#_ftn2) per Ordinary Share at any time up to (and including) 5.00
p.m. on the fourth anniversary of Admission. The Underwriting Warrants will
not be admitted to trading on AIM or on any other stock exchange. It is
currently intended that settlement of the Underwriting Warrants via CREST will
be on the same timetable as settlement of the Placing Shares and Interest
Shares.

 

Any interest accrued for the benefit of Placees in the Escrow Account that has
not been converted into the Interest Shares will be returned to Placees within
30 Business Days of Admission.

 

Total Voting Rights

 

The Company confirms that, upon Admission of the New Ordinary Shares to be
issued pursuant to the Placing, which is expected to occur on or around 31
December 2025, the issued ordinary share capital of the Company will consist
of 847,316,741 Ordinary Shares of 1 pence each in the capital of the Company
and there will be no Ordinary Shares held in treasury. This issued share
capital figure can be used by Shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.

 

The Open Offer

The Company considers it important that Shareholders who were not able to take
part in the Placing have an opportunity to subscribe for new Ordinary Shares
at the Issue Price. The Company is therefore providing existing holders of
Ordinary Shares as at 6.00 p.m. on 19 December 2025 (being the "Open Offer
Record Time") ("Qualifying Shareholders") with the opportunity to subscribe
for up to 13,188,036 Open Offer Shares at the Issue Price pursuant to the Open
Offer, to raise up to approximately £7 million if fully taken-up.

 

Subject to the fulfilment of certain conditions, the Open Offer will provide
Qualifying Shareholders with the opportunity to apply to acquire Ordinary
Shares (the "Open Offer Shares") at the Issue Price pro rata to their holdings
of Existing Ordinary Shares against all Existing Ordinary Shares held by
Qualifying Shareholders as at the Open Offer Record Time on the following
basis:

 

1 Open Offer Share for every 49 Existing Ordinary Shares held by Qualifying
Shareholders

(the "Open Offer Entitlement")

 

Entitlements to apply to acquire Open Offer Shares will be rounded down to the
nearest whole number and any fractional entitlements to Open Offer Shares will
be disregarded in calculating an Open Offer Entitlement and will be aggregated
and made available to Qualifying Shareholders pursuant to an excess
application facility.

 

The Open Offer is structured to allow Qualifying Shareholders to subscribe for
Open Offer Shares at the Issue Price pro rata to their holdings of Existing
Ordinary Shares against all Existing Ordinary Shares held by Qualifying
Shareholders. Qualifying Shareholders may also make applications in excess of
their pro rata initial entitlement up to an amount equal to the total number
of Open Offer Shares available under the Open Offer less an amount equal to
such Qualifying Shareholder's Open Offer Entitlement. To the extent that pro
rata entitlements to Open Offer Shares are not subscribed for by Qualifying
Shareholders, such Open Offer Shares will be available to satisfy such excess
applications. Applications under the excess application facility may be
allocated in such manner as the Directors may determine, in their absolute
discretion, and no assurance can be given that any applications under the
excess application facility by Qualifying Shareholders will be met in full or
in part or at all. Applications made under the excess application facility
will be scaled back at the Directors' discretion if applications are received
from Qualifying Shareholders for more than the number of Open Offer Shares
available under the excess application facility.

 

The Circular containing further details of the Open Offer, together with an
Open Offer Application Form for Qualifying Shareholders who hold their
Ordinary Shares in certificated form, is expected to be posted to Shareholders
on 29 December 2025. Details of the expected Open Offer timeline are included
below.

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS REGARDING THE PLACING AND OPEN OFFER

 

 

 Open Offer Record Time                                                          6.00 p.m. on 19 December 2025
 Date Existing Ordinary Shares marked 'ex-entitlement' by the London Stock       22 December 2025
 Exchange
 Date of posting of the Circular and Application Forms                           29 December 2025
 Open Offer Entitlements and excess entitlements credited to CREST stock         30 December 2025
 accounts of Qualifying CREST Shareholders
 Admission and commencement of dealings in the Placing Shares and Interest       8.00 a.m. on 31 December 2025
 Shares on AIM expected to commence
 Recommended latest time and date for requesting withdrawal of Open Offer        4.30 p.m. on 9 January 2026
 Entitlements and excess entitlements from CREST
 Latest time and date for depositing Open Offer Entitlements and excess          3.00 p.m. on 12 January 2026
 entitlements into CREST
 Latest time and date for splitting Application Forms (to satisfy bona fide      3.00 p.m. on 13 January 2026
 market claims in relation to Open Offer Entitlements only)
 Latest time and date for receipt of completed Application Forms and payment in  11.00 a.m. on 15 January 2026
 full from Qualifying Shareholders under the Open Offer or settlement of the
 relevant CREST instructions (as appropriate)
 Results of the Open Offer expected to be announced through a Regulatory         16 January 2026
 Information Service
 Admission and commencement of dealings in the Open Offer Shares on AIM          8.00 a.m. on 21 January 2026
 expected to commence
 Expected date for CREST accounts to be credited with the Open Offer Shares in   As soon as practicable after 8.00 a.m. on 21 January 2026
 uncertificated form
 Expected date for dispatch of definitive certificates in respect of the Open    By 10 February 2026
 Offer Shares to be issued in certificated form

 

 

 

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

 

 

Notes to Editors

 

Rockhopper Exploration plc is a UK-based oil and gas exploration and
production company with key interests in the Falkland Islands. The Company
holds a 35% interest in licences in the North Falkland Basin, where it has
sanctioned the development of the significant Sea Lion field which was
originally discovered by the Company in 2010.

 

Rockhopper's shares are quoted on the AIM market of the London Stock Exchange
under the ticker RKH.

 

For more information, visit the Company's website
at www.rockhopperexploration.co.uk (http://www.rockhopperexploration.co.uk/)
.

 

IMPORTANT INFORMATION

 

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 Ordinary Shares and Underwriting Warrants 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 and/or Open Offer in the United States or to
conduct an offering of securities in the United States. The New Ordinary
Shares and Underwriting Warrants 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 and/or Open Offer
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 and/or Peel Hunt (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/or Open
Offer, 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.

 

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the FCA, is acting as lead manager for the Company and for no-one
else in connection with the Placing and/or Open Offer, and Peel Hunt 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 Ordinary
Shares and Underwriting Warrants in certain jurisdictions may be restricted by
law. No action has been taken by the Company, Canaccord or Peel Hunt 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 and/or Open Offer. The New
Ordinary Shares and Underwriting Warrants to which this announcement relates
may be illiquid and/or subject to restrictions on their resale. Prospective
purchasers of the New Ordinary Shares and Underwriting Warrants should conduct
their own due diligence, analysis and evaluation of the business and data
described in this announcement, including the New Ordinary Shares and
Underwriting Warrants. 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.

 

 

 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.

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