TIDMRRE
RNS Number : 3821X
RockRose Energy plc
27 August 2020
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 SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
27 August 2020
Recommended Cash Offer
for
RockRose Energy plc ("RockRose")
by
Viaro Energy Limited ("Viaro Energy"), a wholly-owned subsidiary
of
Viaro Investment Limited ("Viaro")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
COURT SANCTION OF SCHEME OF ARRANGEMENT
On 6 July 2020, the boards of directors of Viaro Energy and
RockRose announced, in accordance with Rule 2.7 of the City Code on
Takeovers and Mergers, that they had reached agreement on the terms
of a recommended all cash offer pursuant to which Viaro Energy will
acquire the entire issued and to be issued ordinary share capital
of RockRose (the "Acquisition"), to be effected by means of a
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
RockRose is pleased to announce that, at the Court Hearing held
earlier today, the High Court of Justice in England and Wales made
an order sanctioning the Scheme under section 899 of the Companies
Act. The Scheme has now become fully unconditional, subject only to
the delivery of a copy of the Court Order to the Registrar of
Companies.
Next Steps
RockRose confirms that, as expected, the Scheme Record Time will
be 6.00 p.m. on 28 August 2020. No transfers of RockRose Shares
will be registered after this time.
It is anticipated that the Effective Date will be 2 September
2020, being the date on which a copy of the Court Order is expected
to be delivered to the Registrar of Companies.
It is expected that the listing of the RockRose Shares on the
Official List and the trading of the RockRose Shares on the Main
Market of the London Stock Exchange will each be suspended with
effect from 7.30 a.m. on 1 September 2020 and, subject to the
Scheme becoming effective on 2 September 2020, will each be
cancelled, effective from 8.00 a.m. on 3 September 2020.
Full details of the Scheme are set out in the scheme document
published on 23 July 2020
(the "Scheme Document").
A further announcement will be made when the Scheme has become
effective.
General
All references to times are to London time unless otherwise
stated.
Terms used but not defined in this Announcement shall have the
meaning given to them in the Scheme Document.
If any of the dates and/or times in the expected timetable
change, the revised dates and/or times will be notified by
announcement through a Regulatory Information Service and made
available on the RockRose website at https://www.rockroseenergy.com
.
Enquiries:
Viaro Energy Limited / Viaro Investment Limited (via H&P Advisory Limited)
Francesco Mazzagatti
H&P Advisory Limited (Sole Financial Advisor to Viaro
Energy)
Giles Fitzpatrick
Samuel Merlin
Andrew Chubb
Tel: +44 (0) 20 7907 8500
Vigo Communications Limited (PR to Viaro and Viaro Energy)
Patrick d'Ancona
Chris McMahon
Tel: +44 (0) 20 7390 0240
RockRose Energy plc
Andrew Austin, Executive Chairman
Tel: +44 (0) 203 826 4800
Lambert Energy Advisory Limited (Financial Adviser to
RockRose)
Charles Furness-Smith
Tel: +44 (0) 77 1745 5933
David Anderson
Tel: +44 (0) 79 7675 5891
Celicourt (PR to RockRose)
Mark Antelme
Philip Dennis
Ollie Mills
Tel: +44 (0)20 8434 2643
Orrick, Herrington & Sutcliffe (UK) LLP is retained as legal
adviser to RockRose.
DAC Beachcroft LLP is retained as legal adviser to Viaro
Energy.
Important Notices about Financial Advisers
H&P Advisory Limited ("Hannam"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
as financial adviser to Viaro Energy and no one else in connection
with the Acquisition and the subject matter of this Announcement,
and shall not be responsible to anyone other than Viaro Energy for
providing the protections afforded to clients of Hannam, or for
providing advice in connection with the Acquisition and the subject
matter of this Announcement. Neither Hannam nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Hannam in connection with this
Announcement, any statement contained herein or otherwise.
Lambert Energy Advisory Limited ("Lambert"), which is authorised
and regulated by the FCA in the United Kingdom, is acting as
financial adviser exclusively for RockRose and no one else in
connection with the Acquisition and the matters set out in this
Announcement, and will not be responsible to any person other than
RockRose for providing the protections afforded to clients of
Lambert, nor for providing advice in relation to the Acquisition or
any matter referred to herein. Neither Lambert nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Lambert in connection with this
Announcement, any statement contained herein or otherwise.
Further Information
Unless otherwise stated terms and expressions set out in this
Announcement shall have the meanings given to them in the Scheme
Document
This Announcement is provided for information purposes only. It
is not intended to and does not constitute, or form part of, an
offer, invitation or the solicitation of an offer or invitation to
purchase, otherwise acquire, subscribe for, exchange, sell or
otherwise dispose of any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to the Acquisition
or otherwise, nor will there be any sale, issuance, exchange or
transfer of securities of RockRose pursuant to the Acquisition or
otherwise in any jurisdiction in contravention of applicable
law.
The Acquisition will be subject to English law and to the
applicable requirements of the Code, the Panel, the rules of the
London Stock Exchange, the Listing Rules and the UKLA .
The Acquisition will be implemented solely pursuant to the terms
of the Scheme Document (or, in the event that the Acquisition is to
be implemented by means of a Takeover Offer, the 'Offer Document'),
which will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Acquisition. Any decision in respect of the Scheme or other
response in relation to the Acquisition by RockRose Shareholders
should be made only on the basis of the information contained in
the Scheme Document. RockRose Shareholders are advised to read the
Scheme Document (including the related Forms of Proxy) carefully
once these become available because they will contain important
information in relation to the Acquisition.
Viaro Energy reserves the right to elect (with the consent of
the Panel and RockRose) to implement the Acquisition by way of a
Takeover Offer as an alternative to the Scheme. In such event, the
Takeover Offer will be implemented on substantially the same terms,
so far as applicable, as those which would apply to the Scheme,
subject to appropriate amendments to reflect, among other things,
the change in structure by which the Acquisition is to be
implemented and compliance with all applicable laws, including US
securities laws.
Restricted Jurisdictions
The release, publication or distribution of this Announcement
in, into or from jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons into whose possession
this Announcement comes who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their RockRose Shares with respect to the Scheme at the Court
Meeting, to execute and deliver forms of proxy appointing another
to vote at the Court Meeting on their behalf may be affected by the
laws of the relevant jurisdiction in which they are located. Any
failure to comply with such requirements or restrictions may
constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and other persons involved in the Acquisition
disclaim any responsibility or liability for any violation of such
restrictions by any person.
This Announcement has been prepared for the purpose of complying
with English law, the Code, the Market Abuse Regulation and the
Listing Rules and the information disclosed may not be the same as
that which would have been disclosed if this Announcement had been
prepared in accordance with the laws and regulations of
jurisdictions outside England.
Unless otherwise determined by Viaro Energy and RockRose 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. No person may vote
in favour of the Acquisition by any use, means, instrumentality or
form, and the Acquisition will not be capable of acceptance, from
or within a Restricted Jurisdiction, if to do so would constitute a
violation of the laws of that jurisdiction. Accordingly, copies of
this Announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed, transmitted 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,
forward, transmit or otherwise distribute or send them in, into or
from Restricted Jurisdictions, where to do so would violate the
laws in that jurisdiction. If the Acquisition is implemented 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.
Further details in relation to RockRose Shareholders who are
resident in, ordinarily resident in, or citizens of, jurisdictions
outside the United Kingdom will be contained in the Scheme
Document.
Additional information for US investors
The Acquisition relates to the shares of a UK company and is
being made by means of a scheme of arrangement provided for under
the Companies Act. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy
solicitation rules under the US Exchange Act. The Acquisition and
the Scheme is subject to the disclosure requirements and practices
applicable to UK schemes of arrangement, which differ from the
disclosure requirements of US Exchange Act tender offer and proxy
solicitation rules and the US Securities Act. If, in the future,
Viaro Energy exercises the right to implement the Acquisition by
way of a Takeover Offer (with the consent of the Panel and
RockRose) and determines to extend the offer into the United
States, the Acquisition will be made in compliance with applicable
US federal laws and regulations, including any applicable
exemptions under the US Exchange Act.
The receipt of cash consideration by a US holder for the
transfer of its RockRose Shares pursuant to the Scheme will likely
be a taxable transaction for United States federal income tax
purposes and under applicable United States state and local, as
well as foreign and other tax laws. Each such RockRose Shareholder
is urged to consult his independent professional adviser
immediately regarding the tax consequences of the Acquisition
applicable to him, including under applicable United States state
and local, as well as foreign and other tax laws.
No registration statement will be filed with the SEC or any US
state securities commission in connection with the Acquisition.
Neither the SEC nor any US state securities commission has
recommended, or approved or disapproved of, the Acquisition, or
passed upon the adequacy or accuracy of this Announcement. Any
representation to the contrary is a criminal offence in the U.S. It
may be difficult or impossible for a US holder of RockRose Shares
to enforce their rights and claims, if any, arising out of the US
federal securities laws, since Viaro Energy and RockRose and some
or all their officers and directors may be located in countries
outside of the United States and a US holder of RockRose Shares may
not be able to sue a non-US company or its officers or directors in
a non-US court for violations of the US securities laws.
Furthermore, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's judgement.
Forward-looking statements
This Announcement oral statements made regarding the
Acquisition, and other information published by Viaro, Viaro Energy
and/or RockRose (as relevant) may contain statements which are, or
may be deemed to be, "forward-looking statements". All statements,
other than statements of historical fact are, or may be deemed to
be, forward-looking statements. Forward-looking statements are
prospective in nature and may not be based on historical facts, but
rather on current expectations and projections of the management of
Viaro, Viaro Energy and (as relevant) RockRose about future events,
and are therefore subject to risks and uncertainties which could
cause actual results, performance or events to differ materially
from those expressed or implied by the forward-looking
statements.
The forward-looking statements contained in this Announcement
include statements relating to the expected effects of the
Acquisition on Viaro, Viaro Energy and RockRose (including their
future prospects, developments and strategies), the expected timing
and scope of the Acquisition and other statements other than
historical facts. Forward-looking statements often use words such
as "anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could", "shall", or other words of similar
meaning (or the negative thereof). These statements are based on
assumptions and assessments made by RockRose, and/or Viaro Energy,
and/or Viaro, as relevant, in light of their experience and their
perception of historical trends, current conditions, future
developments and other factors they believe appropriate. By their
nature, forward-looking statements involve risk and uncertainty,
because they relate to events and depend on circumstances that will
occur in the future and the factors described in the context of
such forward-looking statements in this Announcement could cause
actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements. No
member of the Viaro Energy Group or the RockRose Group assumes or
undertakes any obligation to update, revise or correct any of the
information contained in this Announcement including without
limitation any forward-looking statements (whether as a result of
new information, future events or otherwise), except as required by
applicable law.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in demand for RockRose's
commodities; industry competition; changes in trading conditions;
currency fluctuations and changes in general economic, business and
political conditions. Each forward-looking statement speaks only as
of the date of this Announcement. No member of the Viaro Energy
Group, or the RockRose Group nor any of their respective associates
or directors, officers or advisers, provides any representation,
warranty, promise, assurance, covenant or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually
occur. All forward-looking statements attributable to Viaro Energy
or RockRose or the Viaro Energy Group or the RockRose Group or any
person acting on their behalf are expressly qualified in their
entirety by this cautionary statement. Readers are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date hereof. Actual results may differ
naturally from those stated, implied or inferred from the
forward-looking statements in this Announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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 p.m. on the 10(th) Business Day following the commencement of
the Offer Period and, if appropriate, by no later than 3.30 p.m. 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 per cent. 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,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) of the Code applies must be made by no later than 3.30
p.m. 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 Disclosure 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 of the Code).
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 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 consult 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.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by RockRose Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from RockRose may be provided to
Viaro Energy during the Offer Period as required under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Publication on Website and Availability of Hard Copies
A copy of this Announcement will be made available pursuant to
Rule 26.1 of the Code on RockRose's website at
https://www.rockroseenergy.com (subject to any applicable
restrictions relating to persons resident in Restricted
Jurisdictions). For the avoidance of doubt, 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.
If you have received this Announcement electronically, you may
request a hard copy of this Announcement free of charge, by calling
Link Asset Services on +44 (0)37 1664 0321. Calls are charged at
the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 9.00 a.m. and 5.30
p.m., Monday to Friday excluding public holidays in England and
Wales. Different charges may apply to calls from mobile telephones
and calls may be recorded and randomly monitored for security and
training purposes. The helpline cannot provide advice on the merits
of the Proposals nor give any financial, legal or tax advice. You
may also request that all future documents, announcements and
information be sent to you in relation to the Acquisition should be
in hard copy form.
If you are in any doubt about the contents of this Announcement
tor the action you should take, you are recommended to seek your
own independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom,
or, if not, from another appropriately authorised independent
financial adviser.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast, profit estimate or quantified financial benefits
statement for any period, and no statement in this Announcement
should be interpreted to mean that RockRose earnings or earnings
per RockRose Share for the current or future financial year(s)
would necessarily match or exceed the historical published earnings
or earnings per RockRose Share.
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END
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