Not for Direct or Indirect Release, Publication or Distribution, in Whole or in Part, Into or in the United States, Canada, Australia, New Zealand, South Africa, Japan, the Kingdom of Saudi Arabia or the United Arab Emirates or Any Other Jurisdiction in Which Offers or Sales Would Be Prohibited by Applicable Law. Please See the Important Notice at the End of This Announcement.
Dubai, UAE, April 15, 2019:
RAK Petroleum plc, the Oslo-listed oil and gas investment company (the “Company”), announces its intent to repurchase such number of its class A shares with ISIN GB00BRGBL804 (the 'Shares') at the Repurchase Price (as defined below) up to a maximum aggregate consideration of US$ 15 million in accordance with the authorization provided at its Annual General Meeting on 1 June 2018 (the 'AGM'). The Company and SpareBank 1 Markets AS (the 'Manager') have entered into a repurchase contract in the form approved by the AGM (the “Repurchase Contract”), pursuant to which the Manager is initiating a reverse tender offer (the 'Buyback Offer') to holders of beneficial interests in the Shares. The Manager will then settle the Share repurchase as principal and for its own account, following which the Manager has an obligation to sell the Shares to the Company, which has an obligation to purchase them from the Manager.
The Company has decided to ask the Manager to launch the Buyback Offer at this time because, among other things, (i) its available funds exceed the near-term cash needs of its business, (ii) relatively low liquidity in the market for its shares may be hindering the ability of some shareholders to sell, and (iii) the Company believes its shares are undervalued relative to their intrinsic value. Thus, the Buyback Offer may be seen as providing an opportunity for some shareholders to sell their Shares.
The Buyback Offer will commence on 15 April 2019 at 8:00 CET and will expire on 26 April 2019 at 14:00 CET, unless extended at the sole discretion of the Company (the 'Buyback Offer Period'). The Company, by way of instruction to the Manager, shall be entitled in its complete discretion to waive, amend, extend, accelerate, terminate or withdraw the Buyback Offer at any time before expiry of the Buyback Offer Period. Information regarding any such amendments will be published under the Company's ticker 'RAKP' on www.newsweb.no.
The number of Shares to be repurchased, if any, and the price per Share will be determined through a reverse bookbuilding process in which Eligible Shareholders (as defined below) may offer to tender to the Manager all or a portion of their Shares at prices they set. The Buyback Offer is not conditional on any minimum number of Shares being tendered. It is proposed that the Company repurchase such number of Shares at the Repurchase Price (as defined below) up to a maximum aggregate consideration of US$ 15 million (the 'Cap'), subject to any amendments by the Company of the Buyback Offer in accordance with the below. Shares repurchased will be cancelled and result in a reduction of the Company’s registered share capital.
If the Company elects to acquire Shares pursuant to the Buyback Offer, it will select one price to be paid for all the Shares validly offered for tender at and below that price (the 'Repurchase Price'), but it may in its sole discretion direct the Manager to accept all, or a pro-rata portion of, any offers to tender Shares which are tendered at a price equal to or below the Repurchase Price. Any acceptances of Offers will be subject to the Cap.
Shareholders offering to sell their Shares at prices lower than the Repurchase Price selected by the Company will receive the higher Repurchase Price for their Shares. Offers to sell Shares at prices higher than the Repurchase Price selected by the Company will not be accepted and will not result in a Share sale.
Subject to any amendments of the Buyback Offer Period, the Company expects to announce the results of the Buyback Offer on 26 April 2019 under the Company's ticker 'RAKP' on www.newsweb.no. The Company will then announce whether it will buy back any Shares and, if so, the number of Shares to be repurchased and their Repurchase Price.
Shareholders who do not intend to offer to sell any of their Shares in the Buyback Offer do not need to do anything in response to the Buyback Offer or this announcement.
Eligible Shareholders who wish to offer for sale all or a portion of their Shares must complete and sign the tender form available on the Company’s website at (the 'Tender Form') and submit it by e-mail to the Manager at firstname.lastname@example.org before expiry of the Buyback Offer Period.
Offers to sell Shares are binding on the shareholder and irrevocable until expiry of the Buyback Offer Period and may until such time not be withdrawn, modified or altered.
All Eligible Shareholders who may want to participate in the Buyback Offer must be registered clients of the Manager. If a Shareholder is not a current client of the Manager, it must complete the Manager's client registration process, including applicable know-your-customer and anti-money laundering requirements, as set out in Appendix 1 to the Tender Form. Eligible Shareholders who may wish to tender Shares in the Buyback Offer should immediately begin the client registration process by completing Appendix 1 to the Tender Form and submitting the relevant documents to the Manager by 19 April 2019. However, the Manager will use reasonable efforts to process the client registration also for any such documents submitted after 19 April 2019 on a first-come, first-serve basis, but no assurance can be given that any documents submitted after 19 April 2019 will be processed prior to expiry of the Buyback Offer Period. Even if the documents are completed and submitted to the Manager by 19 April 2019, there can be no assurance that the Manager will be able to complete the client registration process to its satisfaction prior to the end of the Buyback Offer Period due to follow-up requests which, in the Manager's sole discretion, are not met, the Manager's internal policies relating to registration of new clients or otherwise.
Fulfilling the Manager’s client registration requirements does not obligate a Shareholder to submit a Tender Form or to participate in the Buyback Offer. If the Eligible Shareholder does not complete the client registration process before the end of the Buyback Offer Period, its Tender Form will not be accepted.
If an Eligible Shareholder holds Shares registered in the name of and through a financial intermediary (including a special purpose vehicle) and intends to tender its Shares in the Buyback Offer, it must contact the financial intermediary and instruct it accordingly. The Company suggests that such shareholders begin that process immediately as well.
Cash settlement for the Shares acquired in the Buyback Offer is expected to be on or about 3 May 2019, unless settlement is delayed due to technical and/or administrative reasons, by way of transfer to the bank account registered on the respective Eligible Shareholders' VPS account for dividend payments.
Restricted class A shares with ISIN GB00BWWCMD47 (the 'Restricted A Shares') cannot be offered for sale in the Buyback Offer. However, holders of Restricted A Shares may submit an exchange request to redesignate the Restricted A Shares to Shares and the Company will act on that request expeditiously.
A redesignation request is irrevocable and will result in the transfer and cancellation of the Class B Shares (and their votes) associated with those Restricted A Shares. There is no assurance that any redesignated Shares will be sold in the Buyback Offer. In order for the Company to act on a redesignation request in time for redesignated Restricted A Shares to participate in the Buyback Offer, a Shareholder holding Restricted A Shares must submit a Redesignation Request to the Company no later than 14:00 CET on 23 April 2019. To effect the redesignation in the VPS the shareholder must also contact the operator of its VPS account and have that VPS account operator contact the VPS Registrar, DNB Bank ASA, no later than 10:00 CET on 25 April 2019. The form of the redesignation requests will be available on the Company’s website and from email@example.com.
For U.K. Companies Act 2006 (the 'Act') reasons, the Company can only purchase its Shares using the 'off-market' purchase provisions pursuant to the Act. The Company and the Manager entered into the Repurchase Contract to comply with the specific procedures governing such 'off-market purchases.”
The Buyback Offer is not being made, directly or indirectly, in, into or from, by use of the mails of, or by any other means or instrumentality (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of foreign or interstate commerce of, or any facilities of a national, state or other securities exchange of, any jurisdiction where to do so is prohibited by applicable law, or where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Buyback Offer is sent to shareholders in that jurisdiction, including, but not limited to, the United States, Canada, Australia, New Zealand, South Africa, Japan, the Kingdom of Saudi Arabia or the United Arab Emirates (each a 'Restricted Jurisdiction'), and shall not be capable of acceptance by any such use, means, instrumentality or facility or from or within any Restricted Jurisdiction (save in compliance with local laws or regulations). Upon request, the Manager may make the Buyback Offer documentation available to certain Shareholders and may accept offers made by certain Shareholders, in accordance with the Offer and Distribution Restrictions in the Tender Form.