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 OR REGULATIONS OF THAT JURISDICTION.
1 June 2023
Hurricane Energy plc
("Hurricane" or the "Company")
Availability of Annual Report and Group Financial Statements and Notice of AGM
Hurricane Energy plc, the
Printed copies of the Annual Report will be posted to registered shareholders who have elected to receive paper communications on 2 June 2023, together with the Notice of the Company's 2023 Annual General Meeting ("AGM") and Form of Proxy. The AGM will be held at 11.00 a.m. on 29 June 2023 at The Science Room, Royal Society of Chemistry, Burlington House, Piccadilly,
On 24 and 25 May 2023, Hurricane provided updates on the Acquisition by Prax, to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act, whereby Prax confirmed that the NSIA Condition and the NSTA Condition had been satisfied.
The Scheme remains subject to certain other conditions, including sanction by the Court at the Court Sanction Hearing and the delivery of a copy of the Court Order to the Registrar of Companies. Subject to the Scheme receiving the sanction of the Court, the delivery of a copy of the Court Order to the Registrar of Companies and the satisfaction (or, where applicable, the waiver) of the other Conditions set out in Part III of the Scheme Document, the Scheme is expected to become effective on 8 June 2023. The expected timetable of principal events for the implementation of the Scheme remains as set out in the announcement of 24 May 2023. If any change to the key dates and/or times in that timetable are made, Hurricane will give notice of this change by issuing an announcement through a Regulatory Information Service and such announcement will be made available on Hurricane's website at www.hurricaneenergy.com/investors/formal-sale-process.
Should the Acquisition complete as expected before the date of the AGM, which is to be held on 29 June 2023, the AGM will still proceed, but only Prax (and any nominee of Prax) will be entitled to attend. Hurricane will give notice that the Acquisition has completed by issuing an announcement through a Regulatory Information Service and such announcement will be made available on Hurricane's website at www.hurricaneenergy.com/investors/formal-sale-process.
Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document published on 6 April 2023.
Contacts:
Hurricane Energy plc Antony Maris, Chief Executive Officer communications@Hurricaneenergy.com |
+44 (0)1483 862820 |
Stifel Nicolaus Europe Limited Financial Adviser, Nominated Adviser & Joint Corporate Broker to Hurricane Callum Stewart / Jason Grossman |
+44 (0)20 7710 7600 |
Investec Bank plc Joint Corporate Broker to Hurricane Chris Sim / Charles Craven / Jarrett Silver |
+44 (0)20 7597 5970 |
Vigo Consulting Public Relations Adviser to Hurricane Patrick d'Ancona / Ben Simons |
+44 (0)20 7390 0230 |
Important Notices
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the
Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the
Further information
This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition will be made solely by means of the Scheme Document (or any document by which the Acquisition is made) which will contain the full terms and conditions of the Acquisition. Any decision in respect of, or otherwise in response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or any other document by which the Acquisition is made).
The release, publication or distribution of this announcement in, into or from certain jurisdictions other than the
All shareholders, particularly Overseas Shareholders, should consult their own legal and tax advisers with regard to the legal and tax consequences of the Scheme to their particular circumstances.
This announcement does not constitute a prospectus or prospectus equivalent document. This announcement does not contain inside information.
Overseas Shareholders
The availability of the Acquisition to Hurricane Shareholders who are not resident in and citizens of the
It is the responsibility of each Overseas Shareholder to obtain any governmental, exchange control or other consents which may be required, or to ensure the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.
Unless otherwise determined by Prax and Hurricane or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented (with the consent of the Panel) by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
The Acquisition shall be subject to, among other things, the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.
Notice to Hurricane Shareholders in
Hurricane Shareholders in
The financial information with respect to Hurricane included in the Scheme Document and other documentation related to the Acquisition has been or will have been prepared in accordance with IFRS and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in
The Deferred Consideration Units to be issued under the Scheme have not been and will not be registered under the US Securities Act, or under any laws of any securities regulatory authority of any state other jurisdiction of
For the purpose of qualifying for the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) with respect to the Deferred Consideration Units, the Court will be advised that its sanctioning of the Scheme will be relied on as an approval of the Scheme following a hearing on its fairness to Hurricane Shareholders, at which hearing all such Hurricane Shareholders are entitled to attend in person, by authorised representative, by proxy or through counsel, to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all such Hurricane Shareholders.
A Hurricane Shareholder who is an "affiliate" (within the meaning of the US Securities Act) of Hurricane prior to, or of Prax after, the Effective Date, will receive "restricted securities" as defined in Rule 144 under the US Securities Act. Under applicable US federal securities laws, persons who are or will be "affiliates", within the meaning of the US Securities Act may not resell the Deferred Consideration Units received as a result of the Scheme without registration under the US Securities Act, except pursuant to the applicable resale provisions of Rule 144 under the US Securities Act or another applicable exemption from registration or in a transaction not subject to registration (including a transaction that satisfies the applicable requirements of Regulation S under the US Securities Act). "Affiliates" of a company are generally defined as persons who directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, that company. Whether a person is an affiliate of a company for purposes of the US Securities Act depends on the circumstances, but affiliates can include certain officers, directors and significant shareholders. Persons who believe they may be affiliates should consult their own legal advisers before any sale of securities received in the Scheme.
None of the securities referred to in this announcement or the Scheme Document have been approved or disapproved by the US Securities Exchange Commission or any US state securities commission, nor have any such authorities passed judgment upon the fairness or the merits of the Acquisition or determined if the Scheme Document is accurate or complete. Any representation to the contrary is a criminal offence in
It may be difficult for US Shareholders to enforce their rights and claims arising out of US federal securities laws, since Hurricane and Prax are located in countries other than
The receipt of cash or Deferred Consideration Units pursuant to the Scheme by US Shareholders as consideration for the transfer of its Hurricane Shares pursuant to the Scheme will likely be a disposal for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Hurricane Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to such US Shareholder.
If Prax were to elect to implement the Acquisition by means of a Takeover Offer, in accordance with normal
Forward looking statements
This announcement (including information incorporated by reference in this announcement), oral statements regarding the Acquisition and other information published by Prax, the Prax Group, Hurricane or the Hurricane Group contains statements about Prax, the Prax Group, Hurricane and the Hurricane Group that are or may be deemed to be forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "would", "could", "anticipates", "estimates", "projects" or "strategy" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Prax Group or the Hurricane Group's operations following the Acquisition; and (iii) the effects of government regulation on the Prax Group's or the Hurricane Group's business.
Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. They are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Acquisition, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees and success of business and operating initiatives. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Prax or any of its members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Each of Prax and Hurricane disclaims any obligation to update any forward-looking or other statements contained herein, except as required by applicable law.
No Profit Forecasts or Estimates
No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Hurricane for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Hurricane.
Dealing and Opening Position Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in one per cent. 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) of the Code applies must be made by no later than 3.30 p.m. (
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. 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, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (
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 of the Code.
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 of the Code).
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 Panel's website at 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Publication on Website and Availability of Hard Copies
This announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Hurricane's website at www.hurricaneenergy.com by no later than 12.00 noon (
Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.
In accordance with Rule 30.3 of the Code, you may request a hard copy of this announcement by contacting Computershare Investor Services PLC, The Pavilions, Bridgwater Road,
For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information in relation to the Acquisition be sent to them in hard copy form.
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