Hurricane Energy PLC Scheme of Arrangement becomes Effective (0276C)

TIDMHUR

RNS Number : 0276C

Hurricane Energy PLC

08 June 2023

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.

8 June 2023

RECOMMED ACQUISITION

of

Hurricane Energy plc ("Hurricane")

by

Prax Exploration & Production PLC ("Prax")

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Scheme of Arrangement becomes Effective

Hurricane and Prax are pleased to announce that, earlier today, in connection with the acquisition by Prax of the entire issued, and to be issued, ordinary share capital of Hurricane (the "Acquisition") to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), which was announced by Hurricane and Prax on 16 March 2023, the Court Order was delivered to the Registrar of Companies. All of the conditions set out in in the scheme document in respect of the Acquisition which was published on 6 April 2023 (the "Scheme Document") have now been satisfied or waived and accordingly, the Scheme has now become Effective in accordance with its terms and the entire issued ordinary share capital of Hurricane is now owned by Prax.

Admission to trading of Hurricane Shares on AIM will be cancelled with effect from 7.00 a.m. on 9 June 2023.

As a result of the Scheme becoming Effective, share certificates in respect of Hurricane Shares have ceased to be valid and of value and entitlements to Hurricane Shares held in uncertificated form in CREST will be cancelled.

A Scheme Shareholder on the register of members of Hurricane at the Scheme Record Time, being 6.00p.m. on 7 June 2023, will be entitled to receive for each Hurricane Share held:

-- 6.02 pence, comprising 0.83 pence by way of the Cash Consideration, 3.32 pence by way of the Transaction Dividend and 1.87 pence by way of the Supplementary Dividend; and

   --    a Deferred Consideration Unit. 

In the case of Scheme Shareholders who held their Scheme Shares at the Scheme Record Time in certificated form, settlement of the Cash Consideration payable to them pursuant to the Scheme will be effected by means of cheques which will be despatched as soon as practicable and in any event no later than 14 days after the date of this announcement, being 22 June 2023.

In the case of Scheme Shareholders who held their Scheme Shares at the Scheme Record Time in uncertificated form, settlement of the Cash Consideration payable to them pursuant to the Scheme will be effected by way of the crediting of CREST accounts as soon as practicable and in any event no later than 22 June 2023 .

Further information relating to settlement of DCU entitlements will be made available to Scheme Shareholders as soon as practicable.

Each of the Hurricane Directors has resigned as a director of Hurricane with effect from the Scheme becoming Effective. Executive Directors Antony Maris and Richard Chaffe will continue to be employed by Hurricane Group Limited.

Alessandro Agostini, Iain McKendrick and Sanjeev Kumar Soosaipillai have been appointed as directors of Hurricane with effect from the Scheme becoming Effective.

Stifel Nicolaus Europe Limited, the Company's Financial Adviser, Nominated Adviser and Joint Corporate Broker, has resigned with effect from the Scheme becoming Effective.

Full details of the Acquisition are set out in the Scheme Document. Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document.

Dentons UK & Middle East LLP is providing legal advice to Hurricane. Pinsent Masons LLP is providing legal advice to Prax and the Prax Group.

Contacts:

 
Hurricane Energy plc 
 Antony Maris, Chief Executive Officer 
 [e-mail]              [phone] 
Stifel Nicolaus Europe Limited 
 Financial Adviser, Nominated Adviser & Joint 
 Corporate Broker to Hurricane 
 Callum Stewart / Jason Grossman                 [phone] 
Investec Bank plc 
 Joint Corporate Broker to Hurricane 
 Chris Sim / Charles Craven / Jarrett Silver     [phone] 
Vigo Consulting 
 Public Relations Adviser to Hurricane 
 Patrick d'Ancona / Ben Simons 
 [e-mail]                    [phone] 
Prax 
 Alessandro Agostini, Head of Exploration and 
 Production 
 (Care of Camarco)                               [phone] 
Gneiss Energy Limited 
 Financial Adviser to Prax 
 Jon Fitzpatrick / Paul Weidman                  [phone]` 
Camarco 
 Public Relations Adviser to Prax 
 Billy Clegg / Georgia Edmonds / Violet Wilson 
 / Hugo Liddy 
 [e-mail]                              [phone] 
 

Important Notices

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Hurricane and no one else in connection with the Acquisition, the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Hurricane for providing the protections afforded to clients of Stifel or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.

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 United Kingdom, is acting exclusively for Hurricane and no one else in connection with the Acquisition, the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Hurricane for providing the protections afforded to clients of Investec or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.

Gneiss Energy Limited ("Gneiss"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Prax and no one else in connection with the Acquisition, the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Prax for providing the protections afforded to clients of Gneiss or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.

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).

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.

Overseas Shareholders

The availability of the Acquisition to Hurricane Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdictions. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

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 the United States

Hurricane Shareholders in the United States should note that the Acquisition relates to the securities of a company incorporated in England and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. The Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with the laws of England and Wales and UK procedural and disclosure requirements, which differ from the disclosure requirements, style and format of US proxy solicitation or tender offer rules. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"). If, in the future, Prax exercises its right to implement the Acquisition by way of a Takeover Offer in lieu of the Scheme, such offer will be made in compliance with applicable United States laws and regulations, including, without limitation, any applicable exemptions under the US Exchange Act and, subject, in the case of participation by Hurricane Shareholders resident in the United States, to the availability of an exemption (if any) from the registration requirements under the US Securities Act of 1933 (the "US Securities Act") and the securities laws of any state or other jurisdiction of the United States.

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 United States.

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 the United States and may only be offered or sold in the United States in reliance on an exemption from the registration requirements of the US Securities Act. Neither this announcement nor the Scheme Document shall constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Deferred Consideration Units in any state of the United States in which such offer, solicitation or sale would be unlawful prior to qualification under the securities laws of any such state. The Deferred Consideration Units are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. Hurricane Shareholders (whether or not US persons) who are or will be affiliates (within the meaning of the US Securities Act) of Hurricane prior to, or of Prax after, the Effective Date will be subject to certain US transfer restrictions relating to the Deferred Consideration Units received pursuant to the Scheme as further described in Part IX (Additional Information for Overseas Shareholders) of the Scheme Document.

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 the United States.

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 United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

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 UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, the Prax Group, certain affiliated companies and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Hurricane Shares outside the United States, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made, they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported via a Regulatory Information Service of the London Stock Exchange and available on the London Stock Exchange website at: www.londonstockexchange.com.

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.

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 and Prax's microsite at https://www.prax.com/offer-for-hurricane-energy-plc/ by no later than 12.00 noon (London time) on the business day following the date of this announcement.

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, Bristol BS99 6AH, Telephone: [phone]. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

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.

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 [e-mail] 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

SOAEAEKPEDADEEA

(END) Dow Jones Newswires

June 08, 2023 02:00 ET (06:00 GMT)