REG - Rockhopper Exp plc - Results of Open Offer & Total Voting Rights

Rockhopper ExplorationAnnouncement

05/07/2022 10:45

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RNS Number : 3700R  Rockhopper Exploration plc  05 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,
JAPAN, NEW ZEALAND, RUSSIA OR THE REPUBLIC OF SOUTH AFRICA, NOR IS IT TO BE
TRANSMITTED OR DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN
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
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH INVITATION, SOLICITATION OR
OFFER WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION
REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE.

5 July 2022

 

Rockhopper Exploration plc

("Rockhopper" or the "Company")

Results of Open Offer and Total Voting Rights

 

Rockhopper Exploration plc (AIM: RKH), the oil and gas exploration and
production company with key interests in the North Falkland Basin, is pleased
to announce the results of its Open Offer pursuant to the Capital Raising
announced on 15 June 2022.

The Company has received valid acceptances from Qualifying Shareholders in
respect of 39,652,160 Open Offer Units, representing a take-up of over 69 per
cent. of the 57,310,264 available Open Offer Units. Accordingly, the Open
Offer has raised total gross proceeds of approximately US$3.4 million (£2.8
million).

Each Open Offer Unit subscribed for comprises one Open Offer Share and, for
every two Open Offer Shares subscribed for, one Warrant. Accordingly,
39,652,160 Open Offer Shares and 19,825,849 Open Offer Warrants will be issued
pursuant to the Open Offer.

As a result, the Company has raised in aggregate gross proceeds of
approximately US$10.4 million (£8.5 million) pursuant to the Capital Raising
(including pursuant to the Placing, the Subscription and the Open Offer)
through the issue of a total of 121,834,936 New Ordinary Shares and 60,917,237
Warrants.

Total Voting Rights

The issue and admission to trading on AIM of the Placing Shares and
Subscription Shares has already taken place.

The Company has applied for the admission to trading on AIM of the New
Ordinary Shares to be issued pursuant to the Open Offer. Second Admission will
occur at 8.00 a.m. on 7 July 2022. Upon Second Admission, the Company will
have 580,317,053 Ordinary Shares in issue and there are no shares held in
treasury. This figure may 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.

Unless otherwise defined, capitalised terms have the same meaning as per the
Company's announcement dated 15 June 2022.

Sam Moody, CEO of Rockhopper Exploration, said:

"We are delighted that our investors have taken the opportunity to subscribe
to the Open Offer and strengthened their support for the company - we are very
grateful and look forward to progressing our plans for Sea Lion with our new
partner Navitas."

Enquiries:

 

Rockhopper Exploration plc

Jan Davies, Company Secretary

Tel. +44 (0) 20 7390 0230 (via Vigo Communications)

 

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 Communications

Patrick d'Ancona/Ben Simons

Tel. +44 (0) 20 7390 0234

 

IMPORTANT NOTICES

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under Article 7 of the Market
Abuse Regulation (EU) No. 596/2014 (as amended) as it forms part of the
domestic law of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 (as amended). Upon the publication of this announcement
via the Regulatory Information Service, this inside information is now
considered to be in the public domain.

 

This announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's plans and its current goals and
expectations relating to its future financial condition and performance and
which involve a number of risks and uncertainties. The Company cautions
readers that no forward-looking statement is a guarantee of future performance
and that actual results could differ materially from those contained in the
forward-looking statements. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current facts.
Forward-looking statements sometimes use words such as "aim", "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", or other
words of similar meaning. By their nature, forward-looking statements involve
risk and uncertainty because they relate to future events and circumstances,
including, but not limited to, economic and business conditions, the effects
of continued volatility in credit markets, market-related risks such as
changes in the price of commodities or changes in interest rates and foreign
exchange rates, the policies and actions of governmental and regulatory
authorities, changes in legislation, the further development of standards and
interpretations under International Financial Reporting Standards ("IFRS")
applicable to past, current and future periods, evolving practices with regard
to the interpretation and application of standards under IFRS, the outcome of
pending and future litigation or regulatory investigations, the success of
future explorations, acquisitions and other strategic transactions and the
impact of competition. A number of these factors are beyond the Company's
control. As a result, the Company's actual future results may differ
materially from the plans, goals, and expectations set forth in the Company's
forward-looking statements. You should not place undue reliance on
forward-looking statements. Any forward-looking statements made in this
announcement by or on behalf of the Company speak only as of the date they are
made. Except as required by the FCA, the London Stock Exchange or applicable
law, the Company expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements contained
in this announcement to reflect any changes in the Company's expectations with
regard thereto or any changes in events, conditions or circumstances on which
any such statement is based.

 

This Announcement is for information purposes only and shall not constitute an
offer to buy, sell, issue, or subscribe for, or the solicitation of an offer
to buy, sell, issue, or subscribe for any securities, nor shall there be any
offer, solicitation or sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unauthorised or unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. Any failure to comply with these restrictions may constitute a
violation of the securities law of any such jurisdiction.

 

This Announcement is not an offer of securities for sale in or into the United
States. The Units, New Ordinary Shares, Warrants and Open Offer Entitlements
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 Capital Raising in the United States or to conduct an offering
of securities in the United States.

 

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 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 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 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 LLP ("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 distribution of this Announcement and the offering of the Units in certain
jurisdictions may be restricted by law. No action has been taken by the
Company or the Joint Bookrunners 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 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.

 

 

 

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