REG - Rockhopper Exp plc - Open Offer Closing and Updated Timetable

Rockhopper ExplorationAnnouncement

04/07/2022 11:15

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RNS Number : 2057R  Rockhopper Exploration plc  04 July 2022

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA,
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OF ANY SUCH COUNTRIES OR OF ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR
REGULATIONS. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE
FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR)
ORDINARY SHARES TO ANY PERSON. IN PARTICULAR, THIS ANNOUNCEMENT DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION OR OFFER TO ANY PERSON WITH
A REGISTERED ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, RUSSIA, THE REPUBLIC OF SOUTH
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OFFER WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION
REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

 

 

Rockhopper Exploration plc

 

Open Offer Closing and Updated Timetable

 

 

Rockhopper Exploration plc (AIM: RKH), the oil and gas exploration and
production company with key interests in the North Falkland Basin, further to
the announcement made on 20 June 2022 regarding the Open Offer timetable,
confirms that the Open Offer is scheduled to close today at 11am and provides
an update on the expected date of Second Admission and commencement of dealing
in Open Offer Shares which is now expected on 7(th) July. The revised
timetable is set out below.

 

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 Latest time and date for receipt of completed Application Forms and payment in           11.00 a.m. on 4 July 2022
 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                  5 July 2022
 Information Service.........................................
 Second Admission and commencement of dealings in the Open Offer Shares on AIM            8.00 a.m. on 7 July 2022
 expected to commence............
 Expected date for CREST accounts to be credited with the Open Offer Shares and           As soon as practicable after 8.00 a.m. on 7 July 2022
 Open Offer Warrants in uncertificated
 form..................................................................................
 Expected date for dispatch of definitive certificates in respect of the Open             By 21 July 2022
 Offer Shares and Open Offer Warrants to be issued in certificated
 form..........................................

 

All defined and capitalised terms have the same meaning as set out in the
Company's announcement on 15 June 2022 at 4.45pm.

 

Each of the times and dates in the table above is indicative only and may be
subject to change. If any of the details contained in the timetable above
should change, the revised times and dates will be notified by means of an
announcement through a Regulatory Information Service. References to times in
this Announcement are to London time unless stated otherwise.

 

Further information:

 

Enquiries:

 

Rockhopper Exploration plc

Sam Moody - Chief Executive Officer

Tel. +44 (0) 20 7390 0234 (via Vigo Consulting)

 

Canaccord Genuity Limited (NOMAD and Joint Broker)

Henry Fitzgerald-O'Connor/Gordon Hamilton

Tel. +44 (0) 20 7523 8000

 

Peel Hunt LLP (Joint Broker)

Richard Crichton/Alexander Allen

Tel. +44 (0) 20 7418 8900

 

Vigo Consulting

Patrick d'Ancona/Ben Simons/Kendall Hill

Tel. +44 (0) 20 7390 0234

 

 

IMPORTANT NOTICES

 

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF ANY SECURITIES IN ROCKHOPPER EXPLORATION PLC.

 

THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN AND THEY WILL
NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO
AN APPLICABLE 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. NO PUBLIC OFFERING OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT
IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

 

EACH QUALIFYING SHAREHOLDER SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED IMPLICATIONS OF AN INVESTMENT IN
THE UNITS. THE PRICE OF ORDINARY SHARES AND THE INCOME FROM THEM (IF ANY) MAY
GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED
ON A DISPOSAL OF THEIR SHARES.

 

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

 

The distribution of this Announcement and/or the Placing and/or the Open Offer
and/or the issue of the Unit in certain jurisdictions may be restricted by
law. No action has been taken by the Company or the Joint Bookrunners or any
of their respective affiliates, agents, directors, officers or employees that
would permit an offer 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 any such restrictions. Any failure to comply
with these restrictions may constitute a violation of the securities laws of
any ‎such jurisdiction.‎

 

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States (including its
territories and possessions, any state of the United States and the District
of Columbia (the "United States" or the "US")), Australia, Canada, Japan, New
Zealand, Russia or the Republic of South Africa or any other jurisdiction in
which the same would be unlawful. No public offering of the New Ordinary
Shares is being made in any jurisdiction.‎

 

Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.

 

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 does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Units.

 

Canaccord, which is authorised and regulated in the United Kingdom by the FCA,
is acting as nominated adviser and joint bookrunner for the Company and for
no-one else in connection with the Capital Raising, 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 Capital Raising or any other matter referred to herein.

 

Peel Hunt, which is authorised and regulated in the United Kingdom by the FCA,
is acting as joint bookrunner for the Company and for no-one else in
connection with the Capital Raising, 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
Capital Raising or any other matter referred to herein.

 

The responsibilities of Canaccord as the Company's Nominated Adviser under the
AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed
solely to the London Stock Exchange and are not owed to the Company or to any
director or shareholder of the Company or any other person, in respect of its
decision to acquire shares in the capital of the Company in reliance on any
part of this Announcement, or otherwise.

 

No statement in this Announcement or in any previous announcement or in any
previous presentation issued by the Company was or is intended to be a profit
forecast or estimate, and no statement in this Announcement nor in any
previous announcement or in any previous presentation issued by the Company
should be interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed the
historical published earnings per share of the Company.

 

The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.

 

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 the Joint Bookrunners (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 therefore is expressly
disclaimed.

 

 

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