TIDMHUR
RNS Number : 8582K
Hurricane Energy PLC
06 September 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 ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION
RESTRICTIONS" BELOW).
6 September 2021
Hurricane Energy plc
("Hurricane" or the "Company")
Amendment to the terms of the tender offer for Hurricane's
U.S.$230,000,000 7.50 per cent. Convertible Bonds due 2022
Hurricane Energy plc and Hurricane GLA Limited (the Offeror)
announce today that the Offeror is increasing the minimum purchase
price and maximum purchase price payable and decreasing the Target
Acceptance Amount in connection with 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)
, as further described in the tender offer memorandum dated 31
August 2021 (the Tender Offer Memorandum).
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Tender Offer Memorandum.
Amendment to Minimum Purchase Price, Maximum Purchase Price and
Target Acceptance Amount
As set forth in the Tender Offer Memorandum, the Offeror may
subject to applicable laws, at its option and in its sole
discretion, at any time before any acceptance by it of the Bonds
tendered for purchase in the Offer, increase the Minimum Purchase
Price and/or the Maximum Purchase Price and decrease the Target
Acceptance Amount.
This announcement amends each of the Offer and the Tender Offer
Memorandum to change the Minimum Purchase Price from 68 to 74, the
Maximum Purchase Price from 72 to 78 and the Target Acceptance
Amount from U.S.$115,000,000 to U.S.$105,000,000.
Subject to the terms and conditions set out in the Tender Offer
Memorandum, the Offeror does not intend to further amend the
Minimum Purchase Price or the Maximum Purchase Price.
As set forth in the Tender Offer Memorandum, the Purchase Price
applicable to the Bonds will not be less than 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. In addition, the
Purchase Price applicable to the Bonds will not be greater than the
Maximum Purchase Price and 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.
As set forth in the Tender Offer Memorandum, the Offeror
reserves the right, in its sole discretion, to accept less than or
more than the Target Acceptance Amount for purchase pursuant to the
Offer. A decision by the Offeror to set the Final Acceptance Amount
at a higher or lower level than the Target Acceptance Amount shall
not be considered to be materially prejudicial to the interests of
Bondholders that have already submitted Tender Instructions
(irrespective of when such Tender Instructions were submitted)
before this announcement and will not therefore trigger revocation
rights.
Extension of the Offer
As a result of the amendment to the Offer and the Tender Offer
Memorandum, the Expiration Deadline will be extended until 4.00
p.m. (London time) on 9 September 2021. The final results of the
Offer are expected to be announced as soon as reasonably
practicable after the Expiration Deadline, on 9 September 2021. The
Settlement Date is expected to be on or around 15 September
2021.
All other terms and conditions of the Offer and the Tender Offer
Memorandum remain unchanged.
Revocation Rights
Holders of the Bonds that have validly submitted a Tender
Instruction in the Offer before the date of this announcement may
revoke their Tender Instructions at any time from the date and time
of this announcement until 4.00 p.m. (London time) on 8 September
2021. Bondholders wishing to exercise any right of revocation
should do so in accordance with the procedures set out in the
Tender Offer Memorandum.
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.
The Offer is made on the terms and subject to the conditions set
out in the Tender Offer Memorandum, including certain customary
conditions. The Offeror reserves the right, in its sole and
absolute discretion, to waive any or all of the conditions.
The Tender Offer Memorandum is available upon request to the
Tender Agent at the contact details set forth above, subject to
applicable distribution restrictions and eligibility confirmations.
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.
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
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, Hurricane, 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,
Hurricane, 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.
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END
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