REG - Upland Resources Ltd - Response to Speculation

Upland ResourcesAnnouncement

23/10/2023 07:15

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RNS Number : 8849Q  Upland Resources Limited  23 October 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN
OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL
BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

 

23 October 2023

 

Upland Resources Limited

("Upland" or the "Company")

 

Response to Speculation

The Board of Upland notes the recent media speculation concerning the
possibility of an offer being made for the entire issued and to be issued
share capital of Upland.

The Board of Upland confirms that it has received an unsolicited, very
preliminary approach regarding a possible offer for Upland at an indicative
price of 14p from a potential offeror referred to in the approach as SEC
Capital ("Potential Offeror").

 

The Board has unequivocally rejected the approach as it believes it
significantly undervalues the current potential of the Company.

 

As a consequence of this announcement, an "Offer Period" has commenced in
respect of Upland in accordance with the rules of the Takeover Code. In
accordance with Rule 2.6(a) of the City Code on Takeovers and Mergers
("Code"), Potential Offeror is required, by not later than 5:00 p.m. (London
time) on 20 November 2023, being 28 days after today's date, to either
announce a firm intention to make an offer for Upland in accordance with
Rule 2.7 of the Code, or announce that it does not intend to make an offer
for Upland, in which case the announcement will be treated as a statement to
which Rule 2.8 of the Code applies. This deadline can be extended with the
consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c)
of the Code.

There can be no certainty that a firm offer will be made for Upland nor as to
the terms on which any offer might be made.

This statement is being made by Upland without the consent of the Potential
Offeror.

A further announcement will be made as and when appropriate.

 

 

 Upland Resources Limited                 Tel: +60 198 861 919


 Bolhassan Di, Chairman and CEO           bolhassan@uplandbigoil.com.my (mailto:bolhassan@uplandbigoil.com.my)

 Gerard Murray, Chief Operating Officer   gerry.murray@upland.energy (mailto:gerry.murray@upland.energy)

 John Forrest, Chief Financial Officer    chuck.forrest@upland.energy (mailto:chuck.forrest@upland.energy)

 

 

 

Important Notices

This announcement is not intended to, and does not, constitute, represent or
form part of any offer, invitation or solicitation of any offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities
or the solicitation of any vote or approval in any jurisdiction, whether
pursuant to this announcement or otherwise.

The release, distribution or publication of this announcement in jurisdictions
other than the United Kingdom may be restricted by the laws of the relevant
jurisdictions and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves about, and
observe, any applicable requirements. The information disclosed in this
announcement may not be the same as that which would have been disclosed if
this announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom. Any failure to comply with the
restrictions may constitute a violation of the securities law of any such
jurisdiction.

 

 

Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th business day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website
at www.thetakeoverpanel.org.uk (http://www.thetakeoverpanel.org.uk/) ,
including details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified. You should
contact the Panel's Market Surveillance Unit on +44 (0) 207 638 0129 if you
are in any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.

Rule 26.1 Disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available on Upland's website: https://Upland.Energy (https://Upland.Energy)
by no later than 12 noon (London time) on the business day following the date
of this announcement. The contents of the websites referred to in this
announcement are not incorporated into and do not form part of this
announcement.

Additional information

For the purposes of UK MAR, the persons responsible for arranging for the
release of this announcement on behalf of Upland are John Forrest, Upland's
Chief Financial Officer and Gerard Murray, Upland's Chief Operating Officer.

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