TIDMHUR

RNS Number : 1920K

Hurricane Energy PLC

31 August 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR TO ANY U.S. PERSON (AS DEFINITED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED (THE SECURITIES ACT)) OR IN ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

31 August 2021

Hurricane Energy plc

("Hurricane", the "Company", or the "Group")

Tender offer for Hurricane's U.S.$230,000,000 7.50 per cent. Convertible Bonds due 2022 and further operational and financial update

Hurricane Energy plc and Hurricane GLA Limited (the Offeror) announce today the Offeror's invitation to holders of Hurricane's U.S.$230,000,000 7.50 per cent. Convertible Bonds due 2022 bearing ISIN: XS1641462277 (the Bonds) (of which U.S.$230,000,000 in aggregate principal amount are outstanding), to tender their Bonds for purchase by the Offeror for cash (the Offer).

The Offer is being made on the terms and subject to the conditions set out in the tender offer memorandum dated 31 August 2021 (the Tender Offer Memorandum) prepared by the Offeror and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

The purpose for the Offer is to utilise a portion of the Group's available cash balances to purchase Bonds prior to their maturity as part of a proactive liability management exercise on the Group's outstanding debt. The Offer will also provide liquidity and certainty of outcome to those holders whose Bonds are accepted in the Offer, given the range of future dynamic factors and uncertainties which are outside the Company's control.

Copies of the Tender Offer Memorandum are (subject to the distribution restrictions) available from Lucid Issuer Services Limited (the Tender Agent) as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Operational and Financial Update

Further to the announcement on 16 August 2021, the Company provides an update on the previously disclosed operational and financial projections.

Lancaster Production Update

As of 29 August 2021, Lancaster was producing 11,100 bopd from the P6 well alone with an associated water cut of 31%.

The 24(th) cargo of Lancaster oil, totalling approximately 505 Mbbls, was lifted in late-August 2021.

Lancaster

In preparing its 2021 interim financial statements the Company does not anticipate any further impairment to the tangible assets relating to the Lancaster field. However, at current oil prices and forecast production levels, if it is not possible to continue producing from the Aoka Mizu FPSO until at least mid-2023 it may be necessary to incur an impairment charge in relation to these assets. In addition, if, in the view of the Company's auditors, an alternative outcome is considered more appropriate then an impairment may also arise. The sensitivity of the 2020 impairment charge to changes in oil price assumptions, production rates, and the impact of using alternative investment scenarios (including if no further activity was undertaken and production ceased in June 2022) was disclosed in note 2.4.1 to the Group's 2020 Annual Report and Group Financial Statements.

As a result of the Company resolving not to exercise its option to extend the charter of the Aoka Mizu FPSO in its current form beyond June 2022, the Company expects to recognise a non-cash accounting gain of approximately U.S.$48 million, due to writing-back the portion of the balance sheet lease liability relating to the three-year option period expiring in June 2025.

These would be accounting charges only and would not impact cash.

Decommissioning Estimate

The Company currently holds approximately U.S.$40 million classified as restricted cash with the Law Debenture Trust to cover the estimated decommissioning costs of the Lancaster field. The Company regularly reviews and updates these estimates to align with current market conditions, equipment and service provider rates and regulatory requirements. As part of its most recent review the decommissioning costs are estimated to have risen by approximately U.S.$10 million, assuming the decommissioning activity is undertaken following a controlled and planned cessation of production. This updated estimate will be reflected in the decommissioning provision within the Company's 2021 interim financial statements.

Bluewater Negotiation Update

The Company has been engaging in positive negotiations with Bluewater regarding an extension to the charter of the Aoka Mizu FPSO beyond the current termination date of 4 June 2022. These discussions are ongoing, and the Company will update the market in due course.

Lincoln

As previously announced, Hurricane and its joint venture partner, Spirit Energy, has a regulatory obligation to commence drilling of a commitment well on the Lincoln field by 30 June 2022. In the event that the commitment well is not commenced on time the joint venture will automatically relinquish the Lincoln sub-area. This would result in a write-off of previously capitalised Exploration and Evaluation expenditure of approximately U.S.$54 million. This would be an accounting charge only and would not impact cash.

Illustrative Outcome Statement

As part of the previously announced proposed financial restructuring plan, which is no longer proceeding, the Company provided details of the potential outcome and recoveries to the Company's creditors and stakeholders should the Lancaster field not continue beyond the current agreed charter period of the Aoka Mizu FPSO, being 4 June 2022, assuming the then prevailing performance and price information. In this scenario decommissioning of the Lancaster field would occur later in 2022 with the Company being wound up in April 2023. This scenario has been updated based on the latest available information and, whilst the Company does not consider this to be the most likely outcome, it does provide a comparable benchmark for the Company's current estimates of potential recovery achievable by creditors.

 
                                                  U.S.$m 
 Total Group cash as at 31 July 2021                 192 
                                                 ------- 
 Decommissioning funds held in trusts               (41) 
                                                 ------- 
 FPSO Early Termination Fee reserve                 (16) 
-----------------------------------------------  ------- 
 Unrestricted cash as at 31 July 2021                135 
                                                 ------- 
 Working capital adjustment                         (13) 
-----------------------------------------------  ------- 
 Net free cash (1) as at 31 July 2021                122 
                                                 ------- 
 FPSO Early Termination Fee release                   16 
                                                 ------- 
 Increase in decommissioning estimate               (10) 
                                                 ------- 
 Cashflows from continued operations (until 
  May 2022)                                           71 
                                                 ------- 
 Bond interest coupon                               (17) 
                                                 ------- 
 Wind down costs (from June 2022 to April 
  2023)                                             (11) 
-----------------------------------------------  ------- 
 April 2023 net free cash estimate                   171 
                                                 ------- 
 Estimated asset realisation                           4 
-----------------------------------------------  ------- 
 Estimated total assets available                    175 
-----------------------------------------------  ------- 
 
 Potential recovery available to creditors 
  (c in U.S.$) 
  (U.S.$230 million convertible bonds + U.S.$2 
  million other creditors)                          75.4 
-----------------------------------------------  ------- 
 

(1) Defined as unrestricted cash and cash equivalents, plus current financial trade and other receivables, current oil price derivatives, less current financial trade and other payables. The Company believes that net free cash provides a useful measure of liquidity after settling all its immediate creditors and accruals and recovering amounts due and accrued from joint operation activities, outstanding amounts from crude oil sales and after settling any other financial trade payables or receivables.

Key assumptions: estimated cash balances reflect: Current Bluewater FPSO terms, balance of 2021 average production of 9,300 bopd, 2022 (until charter expiry) average production of 9,000 bopd, balance of 2021 Brent oil price average of U.S.$71/bbl, 2022 (until charter expiry) Brent oil price average of U.S.$69/bbl.

Net Free cash defined as current unrestricted cash (i.e. excluding escrowed amounts relating to decommissioning), plus current trade and other receivables, current oil price derivatives, less current financial trade and other payables.

The Company is presently unable to identify the most likely outcome, as the range of potential scenario-based outcomes are dependent on multiple and dynamic factors and uncertainties outside of the Company's control making it difficult to provide reliable forecasts and predictions. The key factors include (but are not limited to): a significant change in forecast oil prices; a significant change in the forecast level of production; outcome of negotiations with Bluewater regarding extending the charter beyond June 2022; Bondholders not enforcing the payment of the bond at maturity; the outcome of the tender offer for the Bonds; and other activities undertaken by the Company that may impact the level of available cash.

The illustrative outcome statement above contains estimated projections, based on the Company's current estimates of factors including future production, oil prices, operating costs, financing costs and capital expenditure costs, at a point in time. Whilst the Company has taken reasonable care to ensure insofar as is possible that the projections are reasonable, the assumptions, and thus the projected outcomes, are expected to change in the future. These projections do not constitute a profit forecast and have not been reported on by a reporting accountant. Unlike a forecast, where the Company would be required by the AIM Rules for Companies to report on a continuous basis, the Company will not be reporting performance to the above cases and it expressly cautions against the information above being used for any forward-looking purpose after this date.

2021 Interim Financial Statements

As previously announced, at the Company's most recent Annual General Meeting, held on 30 June 2021, the Resolution to re-appoint Deloitte LLP as the Company's auditors was not passed. The Company is in the process of appointing a new external auditor who, following appointment, will commence their review of the Company's interim financial statements for the six months ended 30 June 2021. As such, the Company currently anticipates its interim financial statements will be ready for release in October 2021 and as such will be taking advantage of the one month extension allowable by AIM to release its interim financial statements within four months of the interim balance sheet date rather than three months. The exact date of release will be confirmed in due course.

Summary of the Offer

A summary of certain of the terms of the Offer appears below:

 
      Bonds         ISIN / Common     Outstanding         Purchase       Minimum     Maximum    Target Acceptance 
                         Code           Principal           Price        Purchase    Purchase         Amount 
                                         Amount                           Price       Price 
 U.S.$230,000,000   XS1641462277    U.S.$230,000,000       To be         68 per      72 per     U.S.$115,000,000 
  7.50 per cent.     / 164146227                         determined       cent.       cent.        in aggregate 
    Convertible                                           pursuant                                  principal 
     Bonds due                                          to a modified                               amount of 
       2022                                                 Dutch                                   the Bonds 
                                                           Auction 
 

Indicative Timetable for the Offer

This is an indicative timetable showing one possible outcome for the timing of the Offer based on the dates in the Tender Offer Memorandum.

 
 Events                      Times and Dates 
                              (All times are London times) 
 Commencement of the Offer   31 August 2021 
 Expiration Deadline         4.00 p.m. on 6 September 2021 
 Announcement of Results     As soon as reasonably practicable 
                              after the Expiration Deadline 
 Settlement Date             Expected to be 9 September 
                              2021 
 

The Offeror may, in its sole discretion, extend, re-open, amend, waive any condition of and/or terminate the Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum) and the above times and dates are subject to the right of the Offeror to so extend, re-open, amend, waive any condition of and/or terminate the Offer. Accordingly, the actual timetable may differ significantly from the timetable above.

Bondholders are advised to check with any bank, securities broker, custodian, trust company, direct participant or other intermediary through which they hold Bonds by when such intermediary would need to receive Tender Instructions from a Bondholder in order for that Bondholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their Tender Instruction to participate in, the Offer by the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission and revocation of Tender Instructions will be earlier than the relevant deadlines specified above and in the Tender Offer Memorandum.

Background and Rationale for the Offer

The purpose for the Offer is to utilise a portion of the Group's available cash balances to purchase Bonds prior to their maturity as part of a proactive liability management exercise on the Group's outstanding debt. The Offer will also provide liquidity and certainty of outcome to those holders whose Bonds are accepted in the Offer, given the range of future dynamic factors and uncertainties which are outside the Company's control.

Bonds purchased by the Offeror pursuant to the Offer will be cancelled as soon as reasonably practicable and in any event within 30 calendar days of the Settlement Date and will not be re-issued or re-sold. Bonds which have not been validly offered and accepted for purchase pursuant to the Offer will remain outstanding.

Details of the Offer

Purchase Price - Modified Dutch Auction Procedure

The Offeror will pay for Bonds validly tendered and accepted by it for purchase pursuant to the Offer at a price to be determined pursuant to a modified Dutch auction procedure (the Modified Dutch Auction Procedure). Under the Modified Dutch Auction Procedure, the Offeror will determine, in its sole discretion (but subject as set out below under "Final Acceptance Amount, Priority of Acceptance and Scaling"), following expiration of the Offer, (A) the Final Acceptance Amount (as defined below) and (B) a single purchase price for the Bonds (the Purchase Price), expressed as a percentage of the principal amount of the Bonds, at which it will purchase Bonds validly tendered pursuant to the Offer, taking into account the aggregate principal amount of Bonds so tendered and the price at which such Bonds are tendered (or deemed to be tendered, as set out below).

The Purchase Price applicable to the Bonds will not be less than 68 per cent. (the Minimum Purchase Price) and will otherwise be the lowest price that will allow the Offeror to accept for purchase an aggregate principal amount of Bonds equal to the Final Acceptance Amount. The Purchase Price applicable to the Bonds will not be greater than 72 per cent. (the Maximum Purchase Price). Tender Instructions specifying a purchase price in excess of the Maximum Purchase Price will not be accepted by the Offeror and will not be used for the purposes of determining the Purchase Price.

The Offeror will not accept for purchase any Bonds tendered at prices greater than the Purchase Price pursuant to the Offer.

If the Offeror accepts a Competitive Tender Instruction (or Competitive Tender Instructions) the relevant Bondholder will receive the Purchase Price for the Bonds, even if the Purchase Price is higher than the purchase price specified by the tendering Bondholder in its Tender Instruction.

The Offeror is not under any obligation to accept any tender of Bonds for purchase pursuant to the Offer. Tenders of Bonds for purchase may be rejected in the sole discretion of the Offeror for any reason and the Offeror is not under any obligation to Bondholders to furnish any reason or justification for refusing to accept a tender of Bonds for purchase.

Accrued Interest

The Offeror will, in addition to the Purchase Price, also pay interest accrued and unpaid on the Bonds from (and including) the immediately preceding interest payment date for the Bonds to (but excluding) the Settlement Date, calculated in accordance with the terms and conditions of the Bonds in respect of Bonds accepted for purchase pursuant to the Offer.

Final Acceptance Amount, Priority of Acceptance and Scaling

Final Acceptance Amount

The Offeror proposes to accept for purchase pursuant to the Offer up to U.S.$115,000,000 in aggregate principal amount of Bonds (the Target Acceptance Amount), although the Offeror reserves the right, in its sole discretion, to accept less than or more than such amount pursuant to the Offer (the final aggregate principal amount of Bonds accepted for purchase pursuant to the Offer being the Final Acceptance Amount).

Priority of Acceptance and Scaling

Once the Offeror has determined the Final Acceptance Amount and the Purchase Price for the Bonds, the Offeror will accept Tender Instructions in the following order, subject to possible pro-rata scaling as described below:

(i) all validly submitted Non-Competitive Tender Instructions will be accepted first;

(ii) all validly submitted Competitive Tender Instructions that specify purchase prices lower than the Purchase Price will be accepted second; and

(iii) all validly submitted Competitive Tender Instructions that specify purchase prices equal to the Purchase Price will be accepted third.

If the Offeror accepts any Bonds for purchase pursuant to the Offer and:

(i) if accepting all Bonds that are the subject of validly submitted Non-Competitive Tender Instructions would result in the Final Acceptance Amount being exceeded, the Offeror will accept all Non-Competitive Tender Instructions on a pro rata basis by applying a scaling factor; and

(ii) if accepting all Bonds that are the subject of validly submitted Non-Competitive Tender Instructions would not result in the Final Acceptance Amount being exceeded, but accepting all Bonds that are the subject of validly submitted Tender Instructions would result in the Final Acceptance Amount being exceeded, the Offeror will accept: (I) all Non-Competitive Tender Instructions in full; (II) all Competitive Tender Instructions that specify purchase prices lower than the Purchase Price in full; and (III) all validly submitted Competitive Tender Instructions that specify purchase prices equal to the Purchase Price on a pro rata basis by applying a scaling factor,

such that, in each scenario, the final aggregate principal amount of Bonds accepted for purchase (if any) is no greater than the Final Acceptance Amount.

Tender Instructions

In order to participate in, and be eligible to receive the Purchase Price and Accrued Interest Payment pursuant to, the Offer, Bondholders must validly tender their Bonds by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 4.00 p.m. (London time) on 6 September 2021 (the Expiration Deadline).

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Tender Instructions may be submitted on a "non-competitive" or a " competitive" basis as follows:

- a Non-Competitive Tender Instruction is a Tender Instruction in connection with which the relevant Bondholder either (i) does not specify a purchase price for the Bonds, or (ii) specifies a purchase price less than or equal to the Minimum Purchase Price. Each such Non-Competitive Tender Instruction, whether falling within (i) or (ii) above, will be deemed to have specified the Minimum Purchase Price for the tendered Bonds; and

- a Competitive Tender Instruction is a Tender Instruction in connection with which the relevant Bondholder specifies a purchase price that is greater than the Minimum Purchase Price and at or below the Maximum Purchase Price. Purchase prices may only be specified in increments of 0.5 per cent. above the Minimum Purchase Price for the purposes of such Competitive Tender Instructions (and, in the event that the relevant Bondholder specifies a purchase price that is not an increment of 0.5 per cent. above the Minimum Purchase Price, the purchase price so specified shall be rounded down to the nearest such increment of 0.5 per cent., and such Tender Instruction shall be deemed to have specified such rounded figure for the purposes of the Modified Dutch Auction Procedure). Tender Instructions which specify a purchase price more than the Maximum Purchase Price will not be accepted.

Tender Instructions must be submitted in respect of a minimum principal amount of Bonds of no less than U.S.$200,000, being the minimum denomination of the Bonds, and may be submitted in integral multiples of U.S.$1,000 thereafter. A separate Tender Instruction must be completed on behalf of each beneficial owner. See "Procedures for Participating in the Offer" in the Tender Offer Memorandum for further information.

Announcements

Unless stated otherwise, announcements in connection with the Offer will be made (i) by publication via the website of The International Stock Exchange (the Exchange), (ii) by publication via the Regulatory News Service (RNS) publication section of the website of the London Stock Exchange (LSE), and (iii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be found on the relevant Reuters Insider Screen and by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Bondholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offer. In addition, Bondholders may contact the Dealer Manager for information using the contact details below.

Bondholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offer.

Stifel Nicolaus Europe Limited (Telephone: +44 (0)20 7663 3217; Attention: Dhiren Suares; Email: SNELProjectHawk@stifel.com) is acting as Sole Dealer Manager for the Offer and Lucid Issuer Services Limited (Telephone: +44 (0)20 7704 0880; Attention: Harry Ringrose; Email: hurricane@lucid-is.com ) is acting as Tender Agent.

Questions and requests for assistance in connection with (i) the Offer may be directed to the Dealer Manager, and (ii) the delivery of Tender Instructions may be directed to the Tender Agent, the contact details for each of which are set out above.

Company's LEI Number: 2138007Z66OO4XWKM819

-ends-

Further Contacts:

 
 Hurricane Energy plc 
  Antony Maris, Chief Executive Officer             +44 (0)1483 862 
  communications@hurricaneenergy.com                 820 
 
 Stifel Nicolaus Europe Limited 
  Sole Dealer Manager, Nominated Adviser & Joint 
  Corporate Broker                                  +44 (0)20 7710 
  Callum Stewart                                     7600 
 Investec Bank plc 
  Joint Corporate Broker                            +44 (0)20 7597 
  Chris Sim / Jarrett Silver                         5970 
 Vigo Consulting 
  Public Relations 
  Patrick d'Ancona / Ben Simons                     +44 (0)20 7390 
  hurricane@vigoconsulting.com                       0230 
 

About Hurricane

Hurricane was established to discover, appraise and develop hydrocarbon resources associated with naturally fractured basement reservoirs. The Company's acreage is concentrated on the Rona Ridge, in the West of Shetland region of the UK Continental Shelf.

The Lancaster field (100% owned by Hurricane) is the UK's first producing basement field. Hurricane has pursued a phased development of Lancaster, initially starting with an Early Production System consisting of two wells tied-back to the Aoka Mizu FPSO. Hydrocarbons were introduced to the FPSO system on 11 May 2019 and the first oil milestone was achieved on 4 June 2019.

In September 2018, Spirit Energy farmed-in to 50% of the Lincoln and Warwick assets, committing to a phased work programme targeting sanction of an initial stage of full field development.

Visit Hurricane's website at www.hurricaneenergy.com

Glossary

 
 bopd    Barrels of oil per day 
 FPSO    Floating Production Storage and Offtake vessel 
        ----------------------------------------------- 
 Mbbls   Thousand barrels 
        ----------------------------------------------- 
 

This announcement is released by Hurricane Energy plc and contains inside information under Regulation (EU) 596/2014 on market abuse, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the UK MAR). For the purpose of the UK MAR, this announcement is made by Antony Maris, Chief Executive Officer at Hurricane Energy plc.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Bondholder is in any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax, legal or other adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company, direct participant or other nominee or intermediary must contact such entity if it wishes to tender such Bonds pursuant to the Offer. None of the Offeror, the Issuer, the Dealer Manager or the Tender Agent makes any recommendation as to whether Bondholders should tender Bonds pursuant to the Offer.

OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Issuer, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.

United States

The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the U.S. Securities Act of 1933, as amended (each a U.S. Person)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Bonds may not be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States or to any U.S.

Person. Any purported tender of Bonds in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds made by, or by any person acting for the account or benefit of, a U.S. Person or a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each Bondholder participating in the Offer will represent that it is not a U.S. Person, it is not located in the United States and is not participating in the Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States and is not a U.S. Person. For the purposes of this and the above paragraph, United States means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

Italy

None of the Offer, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offer have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Offer is being carried out in the Republic of Italy (Italy) as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Accordingly, Bondholders or beneficial owners of the Bonds that are located in Italy may tender their Bonds in the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Bonds or the Offer.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the FSMA). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Financial Promotion Order)) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

The Offer is only being made, directly or indirectly, to qualified investors in the Republic of France (France). This announcement, the Tender Offer Memorandum and any other document or material relating to the Offer have only been and shall only be distributed in France to qualified investors (investisseurs qualifiés) other than individuals acting for their own account and as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier and Article 2(e) of Regulation (EU) 2017/1129. The Tender Offer Memorandum has not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

General

Neither this announcement or the Tender Offer Memorandum constitute an offer to buy or the solicitation of an offer to sell Bonds (and tenders of Bonds in the Offer will not be accepted from Bondholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and the Dealer Manager or its affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

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.

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.

END

MSCFIFVETEILVIL

(END) Dow Jones Newswires

August 31, 2021 02:00 ET (06:00 GMT)

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