TIDMJKX
RNS Number : 8110V
JKX Oil & Gas PLC
16 December 2021
16 December 2021
JKX Oil & Gas plc
("JKX", the "Company" or the "Group")
Launch of Tender Offer
London, 16 December 2021 - the Company provides an update
further to the announcement made on 3 November 2021 regarding
proposals for the Cancellation of Listing and a Tender Offer and on
23 November 2021 of the Results of Extraordinary General
Meeting.
The board of directors of the Company is pleased to announce the
launch of the Tender Offer for the purchase of up to 40,096,476
Ordinary Shares at 42.0 pence per Ordinary Share.
The latest time and date for receipt of Tender Forms and TTE
Instructions in relation to the Tender Offer is 1.00pm on 6 January
2022. Further details of the expected timetable are set out
below.
A shareholder circular (the "Circular") containing the full
terms and conditions of the Tender Offer and instructions to
Qualifying Shareholders on how to tender their Ordinary Shares
should they wish to do so published on 3 November 2021 is available
on the Company's website at
https://www.jkx.co.uk/investor-centre/documents-relating-to-egm and
copies of the Circular were submitted to the National Storage
Mechanism and be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Background to the Tender Offer
The Board recognises that not all shareholders will be able or
willing to continue to own Ordinary Shares following the Delisting.
Qualifying Shareholders will therefore have the opportunity to
tender all or some of their Ordinary Shares at the Record Date
pursuant to the Tender Offer.
The Tender Offer is being made by SP Angel Corporate Finance LLP
("SP Angel") as principal on the basis that all Ordinary Shares
that it buys under the Tender Offer will subsequently be
repurchased from it by the Company pursuant to the terms of the
Repurchase Agreement and then cancelled.
Under the Tender Offer, SP Angel will purchase up to 40,096,476
Ordinary Shares (representing approximately 23.3 per cent. of the
existing issued ordinary share capital of the Company,) from
Qualifying Shareholders at 42.0 pence per share (the "Tender Offer
Price"). The Tender Offer Price is equal to the closing price on 1
November 2021 (the Latest Practicable Date prior to the publication
of the Circular), and represents a premium of 9.8 per cent. to the
three-month average closing share price, a premium of 33.3 per
cent. to the six-month average closing share price and a premium of
40.7 per cent. to the nine-month average closing share price.
The Tender Offer has a basic entitlement (subject to possible
reduction to ensure the Tender Offer does not exceed 40,096,476
Ordinary Shares) per Qualifying Shareholder of 500,000 Ordinary
Shares. The basic entitlement is intended to ensure that Qualifying
Shareholders with interests in Ordinary Shares equal to or smaller
than this basic entitlement are able to tender their interests for
cash in full should they so choose.
Update on the Delisting
Furthermore, the Company has applied to the Financial Conduct
Authority, in its capacity as United Kingdom Listing Authority, to
cancel its ordinary shares of 10 pence each (ISIN code:
GB004697420) (the "Ordinary Shares") on the premium segment of the
Official List and trading on the London Stock Exchange's Main
Market for listed securities with effect from (and including) 6
January 2022.
The Company confirms that, as at today's date, the timetable is
as follows:
Expected last day of dealings in the Company's Ordinary Shares on the 5 January 2022
Main Market
Expected cancellation of listing of the Company's Ordinary Shares on the Effective as of 8.00 am on 6 January 2022
Official List
Latest time and date for receipt of Tender Forms and TTE Instructions in 1.00 pm on 6 January 2022
relation to the Tender
Offer
Closing Date of Tender Offer 1.00 pm on 6 January 2022
Tender Offer Record Date 6.00 pm on 6 January 2022
Announcement of results of the Tender Offer 10 January 2022
Tender Offer declared unconditional (the Unconditional Date) and expected 10 January 2022
purchase of the
Ordinary Shares under the Tender Offer and completion of the repurchase
from SP Angel
CREST accounts credited for revised uncertificated shareholdings of By not later than 12 January 2022
Ordinary Shares (or, in
the case of unsuccessful tenders, for entire holdings of Ordinary Shares)
CREST accounts credited in respect of Tender Offer proceeds for By not later than 14 January 2022
uncertificated Ordinary Shares
Despatch of cheques for Tender Offer consideration in respect of By 20 January 2022
certificated Ordinary Shares
sold under the Tender Offer and any balance certificates in respect of
any unsold certificated
Ordinary Shares
Expected time and date of Re-Registration 24 January 2022
Inside Information
Elements of this press release contain or may contain inside
information about JKX Oil & Gas plc within the meaning of
Article 7(1) of the Market Abuse Regulation (596/2014/EU) as it
forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("UK MAR") and is in accordance with the
company's obligations under Article 17 of UK MAR.
Enquiries:
EM Communications +44 (0) 20 7002 7860
Jeroen van de Crommenacker
Note: This and other press releases are available at the
Company's web site: www.jkx.co.uk/investors .
Important Notices
A copy of the Circular setting out the full terms and conditions
of the Tender Offer will be available from the Company's website,
www.jkx.co.uk and from the Company's registrars during normal
business hours.
SPARK Advisory Partners Limited, which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for JKX Oil & Gas plc as its financial adviser and no one else
in connection with the proposed Delisting and Tender Offer and the
other matters referred to in this announcement, and will not regard
any other person as a client in relation to the proposed Delisting
and Tender Offer and will not be responsible to anyone other than
JKX Oil & Gas plc for providing the protections afforded to its
clients, nor for providing advice, in relation to the proposed
Delisting and Tender Offer, the contents of this announcement, the
Circular or any other matter referred to in this announcement.
SP Angel Corporate Finance LLP, which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for JKX Oil & Gas plc as its broker and no one else in
connection with the proposed Tender Offer, and will not regard any
other person as a client in relation to the proposed Tender Offer
and will not be responsible to anyone other than JKX Oil & Gas
plc for providing the protections afforded to its clients, nor for
providing advice, in relation to the proposed Tender Offer, the
contents of this announcement, the Circular or any other matter
referred to in this announcement.
Notice to all Shareholders
The distribution of the Circular into a jurisdiction other than
the United Kingdom may be restricted by law and, accordingly,
persons into whose possession the Circular and the accompanying
documents come should inform themselves about and observe any such
restrictions. Any failure to comply with any such restrictions may
constitute a violation of the securities laws of the jurisdiction
concerned.
Unless otherwise determined by the Company, SPARK Advisory
Partners Limited and SP Angel Corporate Finance LLP and permitted
by applicable law and regulation, neither the Circular nor the
Tender Form or any related document is being, or may be, directly
or indirectly, mailed, transmitted or otherwise forwarded,
distributed, or sent in, into or from any Restricted Jurisdiction,
and persons receiving the Circular, the Tender Form and/or any
related document (including, without limitation, trustees, nominees
or custodians) must not mail or otherwise forward, distribute or
send it in, into or from such Restricted Jurisdictions, as to do so
may invalidate any purported participation in the Tender Offer. Any
person (including, without limitation, trustees, nominees or
custodians) who would or otherwise intends to, or who may have a
contractual or legal obligation to, forward the Circular together
with the Tender Form and/or any related document to any
jurisdiction outside the United Kingdom, should seek appropriate
advice before taking any action.
The Circular does not constitute an offer or invitation to the
public to subscribe for or purchase securities but is being issued
for the purposes of the Shareholders approving the Resolutions.
Notice to U.S. Shareholders
The Tender 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 (including, without limitation,
facsimile transmission, telex, telephone, email and other forms of
electronic transmission) of interstate or foreign commerce of, or
any facility of a national securities exchange of, the United
States, and no Tender Offer may be made by any such use, means,
instrumentality or facility from or within the United States, or to
U.S. persons or by persons located or resident in the United
States. Accordingly, copies of the Circular, the Tender Form and
any other documents or materials relating to the Tender 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 U.S. persons or to persons located or resident
in the United States. Any purported tender of Ordinary Shares
resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Ordinary
Shares made by a person located
or resident in the United States or any agent, fiduciary or
other intermediary acting on a non-discretionary basis for a
principal located or resident in the United States will not be
accepted.
Each holder of Ordinary Shares participating in the Tender Offer
will represent that it is not located in the United States and is
not participating in the Tender 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 Tender Offer from the United States. For the
purposes of this paragraph, "United States" means the United States
of America, its territories and possessions, any state of the
United States of America and the District of Columbia.
No Profit Forecast
No statement in this announcement or incorporated by reference
into this announcement is intended to constitute a profit forecast
estimate for any period, nor should any statement be interpreted to
mean that earnings or earnings per share will necessarily be
greater or less than those for the preceding financial periods of
the Company.
Forward-looking statements
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology such as "believe", "expects", "may", "will", "could",
"should", "shall", "risk", "intends", "estimates", "aims", "plans",
"predicts", "continues", "assumes", "positioned" or "anticipates"
or the negative thereof, other variations thereon or comparable
terminology. All statements other than statements of historical
facts included in this announcement are forward-looking statements.
They appear in a number of places throughout this announcement,
involve known and unknown risks and uncertainties, many of which
are beyond the Group's control and all of which are based on the
Board's or the Group's intentions, beliefs or current expectations
concerning, among other things, the results of operations,
financial condition, liquidity, prospects, growth, strategies, and
dividend policy of the Group and the industry in which it operates
and the general economic outlook. In particular, the statements
regarding the Company's strategy and other future events or
prospects are forward-looking statements.
These forward-looking statements and other statements contained
in this announcement regarding matters that are not historical
facts involve predictions. No assurance can be given that such
future results will be achieved; actual events or results may
differ materially as a result of risks and uncertainties facing the
Group. Such risks and uncertainties could cause actual results to
vary materially from the future results indicated, expressed, or
implied in such forward-looking statements. Such forward-looking
statements contained in this announcement speak only as of the date
of this announcement. The Company, the Board, SPARK Advisory
Partners Limited and SP Angel Corporate Finance LLP expressly
disclaim any obligation or undertaking to update these
forward-looking statements contained in the announcement to reflect
any change in their expectations or any change in events,
conditions, or circumstances on which such statements are based
unless required to do so by applicable law, the Prospectus
Regulation (EU 2017/1129) which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, or the Prospectus Regulation
Rules, the Listing Rules, and Disclosure Guidance and Transparency
Rules of the FCA.
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END
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