TIDMUPL
RNS Number : 8849Q
Upland Resources Limited
23 October 2023
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 OF
THAT JURISDICTION
THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE") AND IS NOT AN ANNOUNCEMENT OF A
FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE
CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS
ON WHICH ANY OFFER MIGHT BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
23 October 2023
Upland Resources Limited
("Upland" or the "Company")
Response to Speculation
The Board of Upland notes the recent media speculation
concerning the possibility of an offer being made for the entire
issued and to be issued share capital of Upland.
The Board of Upland confirms that it has received an
unsolicited, very preliminary approach regarding a possible offer
for Upland at an indicative price of 14p from a potential offeror
referred to in the approach as SEC Capital ("Potential
Offeror").
The Board has unequivocally rejected the approach as it believes
it significantly undervalues the current potential of the
Company.
As a consequence of this announcement, an "Offer Period" has
commenced in respect of Upland in accordance with the rules of the
Takeover Code. In accordance with Rule 2.6(a) of the City Code on
Takeovers and Mergers ("Code"), Potential Offeror is required, by
not later than 5:00 p.m. (London time) on 20 November 2023, being
28 days after today's date, to either announce a firm intention to
make an offer for Upland in accordance with Rule 2.7 of the Code,
or announce that it does not intend to make an offer for Upland, in
which case the announcement will be treated as a statement to which
Rule 2.8 of the Code applies. This deadline can be extended with
the consent of the Panel on Takeovers and Mergers in accordance
with Rule 2.6(c) of the Code.
There can be no certainty that a firm offer will be made for
Upland nor as to the terms on which any offer might be made.
This statement is being made by Upland without the consent of
the Potential Offeror.
A further announcement will be made as and when appropriate.
Upland Resources Limited Tel: +60 198 861 919
Bolhassan Di, Chairman and CEO bolhassan@uplandbigoil.com.my
Gerard Murray, Chief Operating Officer gerry.murray@upland.energy
John Forrest, Chief Financial Officer chuck.forrest@upland.energy
Important Notices
This announcement is not intended to, and does not, constitute,
represent or form part of any offer, invitation or solicitation of
any offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote or approval in any jurisdiction, whether pursuant to this
announcement or otherwise.
The release, distribution or publication of this announcement in
jurisdictions other than the United Kingdom may be restricted by
the laws of the relevant jurisdictions and therefore any persons
who are subject to the laws of any jurisdiction other than the
United Kingdom should inform themselves about, and observe, any
applicable requirements. The information disclosed in this
announcement may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom. Any failure
to comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
Disclosure Requirements
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 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm (London time) on the 10th 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 disclosed 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) 207 638 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 Disclosure
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available on Upland's website:
https://Upland.Energy by no later than 12 noon (London time) on the
business day following the date of this announcement. The contents
of the websites referred to in this announcement are not
incorporated into and do not form part of this announcement.
Additional information
For the purposes of UK MAR, the persons responsible for
arranging for the release of this announcement on behalf of Upland
are John Forrest, Upland's Chief Financial Officer and Gerard
Murray, Upland's Chief Operating Officer.
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END
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October 23, 2023 02:04 ET (06:04 GMT)
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