REG - Rockhopper Exp plc - Publication of Circular & Notice of GM

Rockhopper ExplorationAnnouncement

22/08/2025 12:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250822:nRSV4666Wa&default-theme=true

RNS Number : 4666W  Rockhopper Exploration plc  22 August 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.

 

22 August 2025

 

Rockhopper Exploration plc

("Rockhopper" or the "Company")

Publication of Circular and Notice of General Meeting

 

Rockhopper Exploration plc (AIM: RKH), the oil and gas company with key
interests in the North Falkland Basin, on 31 July 2025, announced a
Conditional US$140m Placing and Proposed Open Offer
(https://www.londonstockexchange.com/news-article/RKH/replacement-conditional-us-140m-placing/17161185)
.

 

A Circular containing full details of the resolutions relating to the
Conditional Placing and Open Offer has today been posted to Shareholders who
have elected to receive hard copies of shareholder documentation and has also
been published on the Company's website:

https://rockhopperexploration.co.uk/investors/shareholder-documents/
(https://rockhopperexploration.co.uk/investors/shareholder-documents/)

 

The Circular includes the Notice of General Meeting, which will be held at The
Clubhouse, Skew Birdge, Wilton Road, Salisbury, Wiltshire SP2 9NY on Tuesday
16 September 2025 at 10.00 a.m. Details on how to vote are set out in such
Notice of General Meeting.

 

There will be no presentation or new information disclosed at the General
Meeting.

 

Important Information for Shareholders:

In the event that the Conditional Placing Resolution is not passed at the
General Meeting, the Company will not be able to proceed with the Conditional
Placing, with the result that the anticipated net proceeds of the Conditional
Placing will not become available to the Company. Shareholders should note
that if the Conditional Placing Resolution is not passed at the General
Meeting and the Company is unable to proceed with the Conditional Placing, the
anticipated net proceeds of the Capital Raising will be reduced by
approximately US$25 million.

 

Shareholders should further note that, if the Capital Raising Resolutions are
not passed by Shareholders at the General Meeting, the Company will not be
able to proceed with the Open Offer and existing Shareholders will not have
the opportunity to subscribe for Ordinary Shares at the Issue Price of 53
pence per Ordinary Share.

 

The Directors consider that the scenario described above would not be in the
best interests of the Company or its Shareholders as a whole as the Company
considers it important that Shareholders who are not able to take part in the
Firm Placing and/or Conditional Placing have an opportunity to participate in
the Open Offer. Accordingly, the Directors believe that the passing of the
Resolutions are in the best interests of Shareholders and recommend that
Shareholders vote in favour of the Resolutions at the General Meeting.

 

The Open Offer is expected to be formally launched as soon as practicable
following FID, which is currently expected to occur by the end of 2025.

 

 

Capitalised terms in this announcement have the meaning ascribed to them in
the Definitions section of the Circular.

 

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

 

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.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  NOGBGGDIBXDDGUD