TIDMRRE TIDMIOG
RNS Number : 8069T
RockRose Energy plc
25 March 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS
OF THAT JURISDICTION.
THE INFORMATION COMMUNICATED IN THIS ANNOUNCEMENT CONTAINS
INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET
ABUSE REGULATION (EU) NO. 596/2014 AND UPON PUBLICATION OF THE
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION
IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE 25 March 2019
ROCKROSE ENERGY PLC
("RockRose")
Offer for outstanding debt of Independent Oil and Gas plc
("IOG") owing to London Oil and Gas Limited (in administration)
("LOG") and in turn to London Capital & Finance plc (in
administration) ("LCF")
RockRose (LSE: RRE), the independent oil and gas company,
announces that, on 21 March 2019, it made a formal approach to
Smith & Williamson LLP (acting as joint administrators (the
"Administrators") of LOG") to acquire the entire debt due to LOG,
from IOG (the "IOG Debt"), with accrued interest, for the sum of
GBP40,000,000 in cash (the "Debt Offer") after making initial and
enhanced offers to the Administrators on an informal basis during
the past 10 days.
RockRose has made formal requests for, but has been denied,
copies of the IOG Debt facility agreements and associated
convertible instruments, and confirmed to the Administrators that
it does not require to conduct any diligence on IOG as a condition
to the Debt Offer; the Debt Offer is accordingly without
substantive conditions and RockRose has lodged the sum of
GBP40,000,000 with its solicitors as proof of immediately available
funds to complete the Debt Offer without delay.
RockRose considers the refusal to disclose the terms of the IOG
Debt (particularly as the Administrators have publicly stated that
the IOG Debt is one of the few realisable assets in the
administration of LCF, which, like LOG, is in administration and
controlled by the Administrators)) as a serious impediment to
RockRose in assessing its offer for the IOG Debt. Moreover, the
repeated failure of the Administrators to substantively engage with
RockRose has meant that there has been no opportunity for a
constructive negotiation to date.
RockRose also considers that the refusal of IOG or the
Administrators to meet requests to provide RockRose with the terms
of the IOG Debt facilities has hampered RockRose's ability to
assess the full implications of the convertible instruments on any
possible offer. It is clear that, from the limited information that
is in the public domain, the IOG Debt facilities and associated
convertibles could account for more than 50% of the fully diluted
equity share capital of IOG were the conversion rights to be
exercised in full. RockRose has made requests to AIM Regulation and
other regulators requesting that IOG disclose its fully diluted
share capital in order to give all parties transparency as to the
position.
As at the time of this announcement no formal response has been
received from the Administrators despite the clear pressing need to
recover cash for the benefit of the creditors of LOG and LCF and,
ultimately, the victims of the mini-bond scandal that led to the
collapse of both LCF and, now, LOG. Accordingly, RockRose has taken
the unusual decision to make the terms of the Debt Offer public,
including providing a copy of this announcement to the Chair of the
Treasury Select Committee, the Chair of the Financial Conduct
Authority (the "FCA"), the Director of the Serious Fraud Office
(the "SFO"), the LCF mini-bond holders and London Capital &
Finance Action Group.
The terms of the Debt Offer are as follows:
Facility / issue Facility amount Drawn amount Offer
date (GBP) (GBP)
(GBP)
Convertible (12/01/2016) 10,000,000 10,000,000
--------------------------- ------------------------ ----------------------
Loan (11/12/2015) 800,000 800,000
--------------------------- ------------------------ ----------------------
Loan (07/12/2015) 2,750,000 2,750,000
--------------------------- ------------------------ ----------------------
Convertible (21/02/2018) 10,000,000 10,000,000
--------------------------- ------------------------ ----------------------
Loan (17/08/2018)* 15,000,000 11,070,000
--------------------------- ------------------------ ----------------------
Total 38,550,000 34,620,000 40,000,000
--------------------------- ------------------------ ----------------------
*Facility totals GBP15m. 25 February 2019 RNS from IOG indicated
GBP3.93m of this facility remains undrawn
The current Debt Offer from RockRose would give the
Administrators immediate recovery of GBP40,000,000 (100% face value
recovery of the drawn facilities together with an additional
GBP5,380,000 for accrued interest and the convertible instruments
and is a sum that the Administrators have publicly stated to be
their estimate of the recoverable IOG Debt) for the ultimate
benefit of the creditors of LCF.
RockRose believes that the Debt Offer is a fair and generous
offer in light of the realistic prospects of recovery of the
outstanding IOG Debt in the short to medium-term and, in the
opinion of RockRose, the possibility that IOG might default on the
IOG Debt in the coming weeks absent a substantial refinancing which
could potentially lead to some of the IOG Debt being converted into
equity in IOG which in the opinion of RockRose cannot be in the
interests of the creditors of LCF, who thought they were only
exposed to minimal levels of risk.
The news on Monday that LOG has now entered into administration
despite previous regulatory announcements by IOG suggesting that
the administration of LCF did not affect LOG and that the SFO has
made arrests this week in connection with the failure of LCF
emphasises the urgency of the need for the Administrator to engage
with RockRose. RockRose are at a loss to explain the lack of
engagement and are accordingly considering recourse to legal
action.
Andrew Austin, Executive Chairman of RockRose commented:
"The continued lack of clarity and failure of IOG (and its
direct and indirect lenders, both now in administration) to
disclose the key terms of its indebtedness and the very material
extent of the dilutive instruments is unusual in the current
circumstances. We sincerely hope and expect that both the LCF
administrator will provide feedback on our offer and that IOG will
take steps to make full disclosure of the position of the dilutive
instruments."
Rule 2.6(a) of the City Code on Takeovers and Mergers (the
"Code") requires that RockRose, by no later than 5.00 p.m. on 2
April 2019 being the 28(th) day following the date of the
announcement of the potential offer on 5 March 2019, either
announces a firm intention to make an offer for IOG in accordance
with Rule 2.7 of the Code or announces that it does not intend to
make an offer, in which case such announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline will
only be extended with the consent of the Panel on Takeovers and
Mergers, in accordance with Rule 2.6(c) of the Code.
Investors should note the further disclosures required by the
Code set out below, and in particular, that disclosures are
required by persons with interests in securities representing more
than 1 per cent. of shares in IOG.
RockRose will make further announcements in due course as and if
it may be appropriate.
For further information please contact:
Enquiries:
RockRose Energy plc +44 (0)20 3826 4800
Financial Adviser and Joint Broker:
Hannam & Partners
Giles Fitzpatrick / Andrew Chubb +44 (0)20 7907 8500
Joint Broker:
Cantor Fitzgerald
Nick Tulloch / Gregor Paterson +44 (0)131 257 4634
Financial PR:
Celicourt
Mark Antelme / Henry Lerwill +44 (0)20 7520 9261
Important information
This announcement is not intended to, and does not, constitute,
represent or form part of any offer, invitation or 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.
H&P Advisory Limited ("Hannam"), which is authorised and
regulated in the United Kingdom by the FCA, is acting for the
Company and for no one else in connection with the matters referred
to in this announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to clients
of Hannam or for providing advice in relation to the contents of
this announcement, or any other matters referred to in this
announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10(th) business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10(th) business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclose under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Rule 26.1
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available on the Company's website at
www.rockroseenergy.com. The content of the website referred to in
this announcement is not incorporated into and does not form part
of this announcement.
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 rns@lseg.com or visit www.rns.com.
END
OUPEAEDLASPNEAF
(END) Dow Jones Newswires
March 25, 2019 03:01 ET (07:01 GMT)
Rockrose Energy (LSE:RRE)
Historical Stock Chart
From Apr 2024 to May 2024
Rockrose Energy (LSE:RRE)
Historical Stock Chart
From May 2023 to May 2024