TIDMDELT TIDMRBD
RNS Number : 1440T
Deltic Energy PLC
16 July 2020
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 SUCH JURISDICTION.
This is an announcement UNDER RULE 2.4 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "TAKEOVER CODE") of a possible offer and
is not an announcement of a firm intention to make an offer under
Rule 2.7 of the TAKEOVER Code. there can be no certainty that an
offer will be made, nor as to the terms on WHICH any offer will be
made.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the
publication of this announcement via a Regulatory Information
Service, this inside information is now considered to be in the
public domain.
16 July 2020
Deltic Energy Plc
("Deltic Energy" or the "Company")
Statement regarding Proposal from Reabold Resources PLC
The Board of Deltic Energy Plc (AIM: DELT), notes the
announcement yesterday by Reabold Resources plc ("Reabold")
regarding a potential all share offer to be made by Reabold for the
issued and to be issued share capital of Deltic Energy (the
"Proposed Offer"). The Board confirms that it received an
unsolicited and non-binding approach letter from Reabold on 14 July
2020, which it unequivocally rejected on 15 July 2020.
After consideration of the Proposed Offer with its advisers, the
Board of Deltic Energy rejected the Proposed Offer for the
following reasons:
Value of the Proposed Offer
The Proposed Offer does not place an appropriate value on Deltic
Energy, given that it places no value at all on its significant non
cash assets, not least its share of two potential high impact
exploration wells with their partner Shell and does not even
reflect the existing cash balance of Deltic Energy.
Strategic rationale
The Board of Deltic Energy does not believe there to be a strong
rationale, commercial logic or sufficient operational synergies
that would justify a combination of the two businesses.
Reabold's portfolio of investments
The Proposed Offer does not reflect the commercial and technical
risks associated with the Reabold portfolio that Deltic
shareholders would be exposed to in the event of a combination of
the two businesses. The Board of Deltic Energy has a detailed
understanding of a number of Reabold's investments, in particular,
the West Newton project, which gives us serious concerns in
relation to the technical viability, materiality and limited
potential upside associated with various of these projects.
Unlike many of its competitors, Deltic Energy is fully funded to
deliver on its existing strategy, including for its share of two
potential high impact exploration wells, which Shell farmed into
following an extensive period of technical and commercial due
diligence, as well as its working capital requirements through to
mid-2022.
This announcement is not, and should not be construed as being,
an announcement of a firm intention by Reabold to make an offer for
Deltic Energy under Rule 2.7 of the Takeover Code and was made
without the consent of Reabold.
In accordance with Rule 2.6(a) of the Takeover Code, Reabold is
required to announce either a firm intention to make an offer for
Deltic Energy (pursuant to Rule 2.7 of the Takeover Code) or that
it does not intend to make an offer (in which case the announcement
will be treated as a statement to which Rule 2.8 of the Takeover
Code applies) by 5:00pm on 12 August 2020 (being the 28th day
following the date of Reabold's announcement), unless the Panel on
Takeovers and Mergers (the "Takeover Panel") has consented to an
extension of this deadline in accordance with Rule 2.6(c) of the
Takeover Code.
There can be no certainty that Reabold's proposal will result in
an offer being made for the Company, nor as to the terms on which
any such offer may be made.
Following the announcement made by Reabold, the Company is now
considered to be in an "offer period" as defined in the Takeover
Code, and the dealing disclosure requirements listed below will
apply.
Allenby Capital Limited is acting as financial adviser to the
Company in relation to the Takeover Code.
Contacts:
Deltic Energy Plc Tel: +44 (0) 20 7887
2630
Graham Swindells / Andrew Nunn / Sarah McLeod
Allenby Capital Limited Tel: +44 (0) 20 3328
(Nominated Adviser, F inancial Adviser and 5656
Broker)
David Hart / Alex Brearley / Asha Chotai
(Corporate Finance)
Publication on website
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) at http://www.delticenergy.com/ in accordance with
Rule 26.1 of the Takeover Code by no later than 12 noon (London
time) on 17 July 2020. For the avoidance of doubt, the content of
the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Takeover Code, Deltic Energy
confirms that, as at the date of this announcement, it has
1,405,964,855 ordinary shares of 0.5p each in issue with
International Securities Identification Number GB00B6SYKF01.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 Takeover 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 ,
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 Takeover Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as
to whether you are required to make an Opening Position Disclosure
or a Dealing Disclosure.
Additional information
Allenby Capital Limited ("Allenby Capital"), is authorised and
regulated by the Financial Conduct Authority in the United Kingdom.
Allenby Capital is acting as financial adviser exclusively for
Deltic Energy and no one else in connection with the matters set
out in this announcement and will not regard any other person as
its client in relation to the matters set out in this announcement
and will not be responsible to anyone other than Deltic Energy for
providing the protections afforded to clients of Allenby Capital or
its affiliates, or for providing advice in relation to the contents
of this announcement or any other matter referred to herein.
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 or visit www.rns.com.
END
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