Independent Oil & Gas PLC Announcement Re: Possible Offer for Deltic Energy (0277B)
October 05 2020 - 2:00AM
UK Regulatory
TIDMIOG TIDMDELT
RNS Number : 0277B
Independent Oil & Gas PLC
05 October 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE")
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION (EU) NO 596/2014 ("MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF MAR.
For immediate release
5 October 2020
Announcement Regarding the Possible Offer for Deltic Energy
plc
Further to its 11 September 2020 announcement in relation to a
possible all-share offer for the entire issued and to be issued
share capital of Deltic Energy plc ("Deltic"), Independent Oil and
Gas plc ("IOG" or "the Company") confirms it does not intend to
make an offer under Rule 2.7 of the City Code on Takeovers and
Mergers (the "Code") to acquire Deltic due to the absence of Deltic
Board engagement both on an initial approach made on 26 August
(which was rejected on 2 September) as well as on a second approach
made on 25 September on improved terms which was rejected on 2
October.
IOG believes that, at the right level, a transaction would have
considerable industrial logic, consolidating and scaling up two
complementary portfolios with a balance of near-term catalysts and
longer-term upside, representing excellent value for both sets of
shareholders. However, the Board of IOG is clear that it will
remain disciplined in its approach to consolidation opportunities
and will not pay over risked fair value for assets, not least given
the quality of its own existing portfolio and near-term development
opportunities.
IOG remains as firmly focused as ever on safe and efficient
execution of its Phase 1 development, which continues to progress
on track for first gas in Q3 2021, as well as generating
substantial additional shareholder value from the extensive growth
opportunities within its existing Southern North Sea gas portfolio,
including several further proven gas discoveries, multiple nearby
potential incremental investment assets and two further synergistic
gas discoveries in the recently released 32(nd) Round licence
offers.
This is a statement to which Rule 2.8 of the Code applies.
For the purposes of Rule 2.8 of the Code, IOG reserves the right
to make or participate in an offer or possible offer for Deltic
(and/or take any other action which would otherwise be restricted
under Rule 2.8 of the Code) within 6 months following the date of
this announcement:
i) with the agreement of the Board of Directors of Deltic;
ii) following the announcement of a firm intention to make an
offer for Deltic by or on behalf of a third party;
iii) following the announcement by Deltic of a proposal for a
"whitewash" (as referred to in Note 1 of the Notes on Dispensations
from Rule 9 of the Code) or for a reverse takeover (as defined in
the Code); or
iv) where the Panel on Takeovers and Mergers has determined that
there has been a material change of circumstances.
Enquiries:
+44 (0) 20 7036
Independent Oil and Gas plc 1400
Andrew Hockey (CEO)
Rupert Newall (CFO)
James Chance (Head of Corporate Finance & IR)
Peel Hunt LLP (Financial Adviser and Joint Broker) +44 (0) 20 7418 8900
Richard Crichton
Michael Nicholson
David McKeown
finnCap Ltd (Nominated Adviser and Joint Broker) +44 (0) 20 7220 0500
Christopher Raggett
Simon Hicks
+44 (0) 20 7390
Vigo Communications 0230
Patrick d'Ancona
Chris McMahon
Simon Woods
Further information
This announcement is not intended to, and does not, constitute,
represent or form part of any offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law or regulation and
therefore any person who comes into possession of this announcement
should inform themselves about, and comply with, such restrictions.
Any failure to comply with such restrictions may constitute a
violation of the securities laws or regulations of any such
relevant jurisdiction.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available on the website of IOG at
www.iog.co.uk promptly and by no later than 12 noon (London time)
on the business day following this announcement. The content of the
website referred to in this announcement is not incorporated into
and does not form part of this announcement.
Other notices
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
by the Financial Conduct Authority in the UK, is acting exclusively
for IOG and no one else in connection with the matters described in
this announcement and will not be responsible to anyone other than
IOG for providing the protections afforded to clients of Peel Hunt
nor for providing advice in connection with the matters referred to
herein. Neither Peel Hunt nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Peel Hunt in connection with this announcement, any statement
contained herein or otherwise.
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