TIDMJKX
RNS Number : 5223W
JKX Oil & Gas PLC
22 December 2021
22 December 2021
JKX Oil & Gas plc
("JKX", the "Company" or the "Group")
Tender Offer - Clarification Statement
London, 22 December 2021 - the Company refers to its
announcement of 16 December 2021 confirming the launch of the
tender offer (the "Tender Offer"), the full terms of which were set
out in the Company's circular dated 3 November 2021 (the
"Circular"). As previously announced by the Company, the
cancellation of the listing of the Company's ordinary shares on the
Official List and trading on the London Stock Exchange's Main
Market is expected with effect from (and including) 6 January
2022.
In response to shareholder queries, the Company is seeking to
clarify an aspect of the terms of the Tender Offer.
Qualifying Shareholders (as described in the Circular) may
tender any number of ordinary shares up to their entire holding
including, if a nominee, ordinary shares held by them on behalf of
underlying shareholders. Although there is a maximum size to the
Tender Offer, and therefore a possibility of scaling back of
tenders in certain circumstances, Qualifying Shareholders
(including those holding as a nominee) are recommended to tender
their entire shareholdings even if for 500,000 ordinary shares or
more.
The total number of ordinary shares to which the Tender Offer
relates is 40,096,476. If the Tender Offer is not oversubscribed,
then all applications, including any above the basic entitlement of
up to 500,000 ordinary shares, are expected to be accepted in
full.
If the Tender Offer is oversubscribed, certain applications will
be scaled back. In those circumstances, the Company's intention is
that every Qualifying Shareholder will have a basic entitlement of
500,000 ordinary shares. Therefore, tenders of 500,000 ordinary
shares or less would not be expected to be scaled back. It may be
necessary to scale back tenders in excess of 500,000 ordinary
shares per Qualifying Shareholder, however, even in these
circumstances, SP Angel Corporate Finance LLP and the Company
retain a discretion over the application of the terms of the Tender
Offer in respect of Qualifying Shareholders who hold shares as a
nominee (as described in the Circular in Part 4 Tender Offer -
Terms and Conditions of the Tender Offer - para 1.4 (c)). S ubject
to exercise of that discretion, tenders of 500,000 ordinary shares
or more by Qualifying Shareholders holding as nominees might still
be accepted in full.
Enquiries:
EM Communications +44 (0) 20 7002 7860
Jeroen van de Crommenacker
SP Angel Corporate Finance LLP +44 (0) 20 3470 0470
Richard Hail/ Adam Cowl
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 published on 3 November 2021, setting out
the full terms and conditions of the Tender Offer, is 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.
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.
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