TIDMHUR
RNS Number : 1920K
Hurricane Energy PLC
31 August 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS
TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN
ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA
ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT
OF COLUMBIA (THE UNITED STATES) OR TO ANY U.S. PERSON (AS DEFINITED
IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED (THE
SECURITIES ACT)) OR IN ANY OTHER JURISDICTION OR TO ANY OTHER
PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS"
BELOW).
31 August 2021
Hurricane Energy plc
("Hurricane", the "Company", or the "Group")
Tender offer for Hurricane's U.S.$230,000,000 7.50 per cent.
Convertible Bonds due 2022 and further operational and financial
update
Hurricane Energy plc and Hurricane GLA Limited (the Offeror)
announce today the Offeror's invitation to holders of Hurricane's
U.S.$230,000,000 7.50 per cent. Convertible Bonds due 2022 bearing
ISIN: XS1641462277 (the Bonds) (of which U.S.$230,000,000 in
aggregate principal amount are outstanding), to tender their Bonds
for purchase by the Offeror for cash (the Offer).
The Offer is being made on the terms and subject to the
conditions set out in the tender offer memorandum dated 31 August
2021 (the Tender Offer Memorandum) prepared by the Offeror and is
subject to the offer restrictions set out below and as more fully
described in the Tender Offer Memorandum.
The purpose for the Offer is to utilise a portion of the Group's
available cash balances to purchase Bonds prior to their maturity
as part of a proactive liability management exercise on the Group's
outstanding debt. The Offer will also provide liquidity and
certainty of outcome to those holders whose Bonds are accepted in
the Offer, given the range of future dynamic factors and
uncertainties which are outside the Company's control.
Copies of the Tender Offer Memorandum are (subject to the
distribution restrictions) available from Lucid Issuer Services
Limited (the Tender Agent) as set out below. Capitalised terms used
in this announcement but not defined have the meanings given to
them in the Tender Offer Memorandum.
Operational and Financial Update
Further to the announcement on 16 August 2021, the Company
provides an update on the previously disclosed operational and
financial projections.
Lancaster Production Update
As of 29 August 2021, Lancaster was producing 11,100 bopd from
the P6 well alone with an associated water cut of 31%.
The 24(th) cargo of Lancaster oil, totalling approximately 505
Mbbls, was lifted in late-August 2021.
Lancaster
In preparing its 2021 interim financial statements the Company
does not anticipate any further impairment to the tangible assets
relating to the Lancaster field. However, at current oil prices and
forecast production levels, if it is not possible to continue
producing from the Aoka Mizu FPSO until at least mid-2023 it may be
necessary to incur an impairment charge in relation to these
assets. In addition, if, in the view of the Company's auditors, an
alternative outcome is considered more appropriate then an
impairment may also arise. The sensitivity of the 2020 impairment
charge to changes in oil price assumptions, production rates, and
the impact of using alternative investment scenarios (including if
no further activity was undertaken and production ceased in June
2022) was disclosed in note 2.4.1 to the Group's 2020 Annual Report
and Group Financial Statements.
As a result of the Company resolving not to exercise its option
to extend the charter of the Aoka Mizu FPSO in its current form
beyond June 2022, the Company expects to recognise a non-cash
accounting gain of approximately U.S.$48 million, due to
writing-back the portion of the balance sheet lease liability
relating to the three-year option period expiring in June 2025.
These would be accounting charges only and would not impact
cash.
Decommissioning Estimate
The Company currently holds approximately U.S.$40 million
classified as restricted cash with the Law Debenture Trust to cover
the estimated decommissioning costs of the Lancaster field. The
Company regularly reviews and updates these estimates to align with
current market conditions, equipment and service provider rates and
regulatory requirements. As part of its most recent review the
decommissioning costs are estimated to have risen by approximately
U.S.$10 million, assuming the decommissioning activity is
undertaken following a controlled and planned cessation of
production. This updated estimate will be reflected in the
decommissioning provision within the Company's 2021 interim
financial statements.
Bluewater Negotiation Update
The Company has been engaging in positive negotiations with
Bluewater regarding an extension to the charter of the Aoka Mizu
FPSO beyond the current termination date of 4 June 2022. These
discussions are ongoing, and the Company will update the market in
due course.
Lincoln
As previously announced, Hurricane and its joint venture
partner, Spirit Energy, has a regulatory obligation to commence
drilling of a commitment well on the Lincoln field by 30 June 2022.
In the event that the commitment well is not commenced on time the
joint venture will automatically relinquish the Lincoln sub-area.
This would result in a write-off of previously capitalised
Exploration and Evaluation expenditure of approximately U.S.$54
million. This would be an accounting charge only and would not
impact cash.
Illustrative Outcome Statement
As part of the previously announced proposed financial
restructuring plan, which is no longer proceeding, the Company
provided details of the potential outcome and recoveries to the
Company's creditors and stakeholders should the Lancaster field not
continue beyond the current agreed charter period of the Aoka Mizu
FPSO, being 4 June 2022, assuming the then prevailing performance
and price information. In this scenario decommissioning of the
Lancaster field would occur later in 2022 with the Company being
wound up in April 2023. This scenario has been updated based on the
latest available information and, whilst the Company does not
consider this to be the most likely outcome, it does provide a
comparable benchmark for the Company's current estimates of
potential recovery achievable by creditors.
U.S.$m
Total Group cash as at 31 July 2021 192
-------
Decommissioning funds held in trusts (41)
-------
FPSO Early Termination Fee reserve (16)
----------------------------------------------- -------
Unrestricted cash as at 31 July 2021 135
-------
Working capital adjustment (13)
----------------------------------------------- -------
Net free cash (1) as at 31 July 2021 122
-------
FPSO Early Termination Fee release 16
-------
Increase in decommissioning estimate (10)
-------
Cashflows from continued operations (until
May 2022) 71
-------
Bond interest coupon (17)
-------
Wind down costs (from June 2022 to April
2023) (11)
----------------------------------------------- -------
April 2023 net free cash estimate 171
-------
Estimated asset realisation 4
----------------------------------------------- -------
Estimated total assets available 175
----------------------------------------------- -------
Potential recovery available to creditors
(c in U.S.$)
(U.S.$230 million convertible bonds + U.S.$2
million other creditors) 75.4
----------------------------------------------- -------
(1) Defined as unrestricted cash and cash equivalents, plus
current financial trade and other receivables, current oil price
derivatives, less current financial trade and other payables. The
Company believes that net free cash provides a useful measure of
liquidity after settling all its immediate creditors and accruals
and recovering amounts due and accrued from joint operation
activities, outstanding amounts from crude oil sales and after
settling any other financial trade payables or receivables.
Key assumptions: estimated cash balances reflect: Current
Bluewater FPSO terms, balance of 2021 average production of 9,300
bopd, 2022 (until charter expiry) average production of 9,000 bopd,
balance of 2021 Brent oil price average of U.S.$71/bbl, 2022 (until
charter expiry) Brent oil price average of U.S.$69/bbl.
Net Free cash defined as current unrestricted cash (i.e.
excluding escrowed amounts relating to decommissioning), plus
current trade and other receivables, current oil price derivatives,
less current financial trade and other payables.
The Company is presently unable to identify the most likely
outcome, as the range of potential scenario-based outcomes are
dependent on multiple and dynamic factors and uncertainties outside
of the Company's control making it difficult to provide reliable
forecasts and predictions. The key factors include (but are not
limited to): a significant change in forecast oil prices; a
significant change in the forecast level of production; outcome of
negotiations with Bluewater regarding extending the charter beyond
June 2022; Bondholders not enforcing the payment of the bond at
maturity; the outcome of the tender offer for the Bonds; and other
activities undertaken by the Company that may impact the level of
available cash.
The illustrative outcome statement above contains estimated
projections, based on the Company's current estimates of factors
including future production, oil prices, operating costs, financing
costs and capital expenditure costs, at a point in time. Whilst the
Company has taken reasonable care to ensure insofar as is possible
that the projections are reasonable, the assumptions, and thus the
projected outcomes, are expected to change in the future. These
projections do not constitute a profit forecast and have not been
reported on by a reporting accountant. Unlike a forecast, where the
Company would be required by the AIM Rules for Companies to report
on a continuous basis, the Company will not be reporting
performance to the above cases and it expressly cautions against
the information above being used for any forward-looking purpose
after this date.
2021 Interim Financial Statements
As previously announced, at the Company's most recent Annual
General Meeting, held on 30 June 2021, the Resolution to re-appoint
Deloitte LLP as the Company's auditors was not passed. The Company
is in the process of appointing a new external auditor who,
following appointment, will commence their review of the Company's
interim financial statements for the six months ended 30 June 2021.
As such, the Company currently anticipates its interim financial
statements will be ready for release in October 2021 and as such
will be taking advantage of the one month extension allowable by
AIM to release its interim financial statements within four months
of the interim balance sheet date rather than three months. The
exact date of release will be confirmed in due course.
Summary of the Offer
A summary of certain of the terms of the Offer appears
below:
Bonds ISIN / Common Outstanding Purchase Minimum Maximum Target Acceptance
Code Principal Price Purchase Purchase Amount
Amount Price Price
U.S.$230,000,000 XS1641462277 U.S.$230,000,000 To be 68 per 72 per U.S.$115,000,000
7.50 per cent. / 164146227 determined cent. cent. in aggregate
Convertible pursuant principal
Bonds due to a modified amount of
2022 Dutch the Bonds
Auction
Indicative Timetable for the Offer
This is an indicative timetable showing one possible outcome for
the timing of the Offer based on the dates in the Tender Offer
Memorandum.
Events Times and Dates
(All times are London times)
Commencement of the Offer 31 August 2021
Expiration Deadline 4.00 p.m. on 6 September 2021
Announcement of Results As soon as reasonably practicable
after the Expiration Deadline
Settlement Date Expected to be 9 September
2021
The Offeror may, in its sole discretion, extend, re-open, amend,
waive any condition of and/or terminate the Offer at any time
(subject to applicable law and as provided in the Tender Offer
Memorandum) and the above times and dates are subject to the right
of the Offeror to so extend, re-open, amend, waive any condition of
and/or terminate the Offer. Accordingly, the actual timetable may
differ significantly from the timetable above.
Bondholders are advised to check with any bank, securities
broker, custodian, trust company, direct participant or other
intermediary through which they hold Bonds by when such
intermediary would need to receive Tender Instructions from a
Bondholder in order for that Bondholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their Tender Instruction to participate in, the
Offer by the deadlines specified in the Tender Offer Memorandum.
The deadlines set by any such intermediary and each Clearing System
for the submission and revocation of Tender Instructions will be
earlier than the relevant deadlines specified above and in the
Tender Offer Memorandum.
Background and Rationale for the Offer
The purpose for the Offer is to utilise a portion of the Group's
available cash balances to purchase Bonds prior to their maturity
as part of a proactive liability management exercise on the Group's
outstanding debt. The Offer will also provide liquidity and
certainty of outcome to those holders whose Bonds are accepted in
the Offer, given the range of future dynamic factors and
uncertainties which are outside the Company's control.
Bonds purchased by the Offeror pursuant to the Offer will be
cancelled as soon as reasonably practicable and in any event within
30 calendar days of the Settlement Date and will not be re-issued
or re-sold. Bonds which have not been validly offered and accepted
for purchase pursuant to the Offer will remain outstanding.
Details of the Offer
Purchase Price - Modified Dutch Auction Procedure
The Offeror will pay for Bonds validly tendered and accepted by
it for purchase pursuant to the Offer at a price to be determined
pursuant to a modified Dutch auction procedure (the Modified Dutch
Auction Procedure). Under the Modified Dutch Auction Procedure, the
Offeror will determine, in its sole discretion (but subject as set
out below under "Final Acceptance Amount, Priority of Acceptance
and Scaling"), following expiration of the Offer, (A) the Final
Acceptance Amount (as defined below) and (B) a single purchase
price for the Bonds (the Purchase Price), expressed as a percentage
of the principal amount of the Bonds, at which it will purchase
Bonds validly tendered pursuant to the Offer, taking into account
the aggregate principal amount of Bonds so tendered and the price
at which such Bonds are tendered (or deemed to be tendered, as set
out below).
The Purchase Price applicable to the Bonds will not be less than
68 per cent. (the Minimum Purchase Price) and will otherwise be the
lowest price that will allow the Offeror to accept for purchase an
aggregate principal amount of Bonds equal to the Final Acceptance
Amount. The Purchase Price applicable to the Bonds will not be
greater than 72 per cent. (the Maximum Purchase Price). Tender
Instructions specifying a purchase price in excess of the Maximum
Purchase Price will not be accepted by the Offeror and will not be
used for the purposes of determining the Purchase Price.
The Offeror will not accept for purchase any Bonds tendered at
prices greater than the Purchase Price pursuant to the Offer.
If the Offeror accepts a Competitive Tender Instruction (or
Competitive Tender Instructions) the relevant Bondholder will
receive the Purchase Price for the Bonds, even if the Purchase
Price is higher than the purchase price specified by the tendering
Bondholder in its Tender Instruction.
The Offeror is not under any obligation to accept any tender of
Bonds for purchase pursuant to the Offer. Tenders of Bonds for
purchase may be rejected in the sole discretion of the Offeror for
any reason and the Offeror is not under any obligation to
Bondholders to furnish any reason or justification for refusing to
accept a tender of Bonds for purchase.
Accrued Interest
The Offeror will, in addition to the Purchase Price, also pay
interest accrued and unpaid on the Bonds from (and including) the
immediately preceding interest payment date for the Bonds to (but
excluding) the Settlement Date, calculated in accordance with the
terms and conditions of the Bonds in respect of Bonds accepted for
purchase pursuant to the Offer.
Final Acceptance Amount, Priority of Acceptance and Scaling
Final Acceptance Amount
The Offeror proposes to accept for purchase pursuant to the
Offer up to U.S.$115,000,000 in aggregate principal amount of Bonds
(the Target Acceptance Amount), although the Offeror reserves the
right, in its sole discretion, to accept less than or more than
such amount pursuant to the Offer (the final aggregate principal
amount of Bonds accepted for purchase pursuant to the Offer being
the Final Acceptance Amount).
Priority of Acceptance and Scaling
Once the Offeror has determined the Final Acceptance Amount and
the Purchase Price for the Bonds, the Offeror will accept Tender
Instructions in the following order, subject to possible pro-rata
scaling as described below:
(i) all validly submitted Non-Competitive Tender Instructions
will be accepted first;
(ii) all validly submitted Competitive Tender Instructions that
specify purchase prices lower than the Purchase Price will be
accepted second; and
(iii) all validly submitted Competitive Tender Instructions that
specify purchase prices equal to the Purchase Price will be
accepted third.
If the Offeror accepts any Bonds for purchase pursuant to the
Offer and:
(i) if accepting all Bonds that are the subject of validly
submitted Non-Competitive Tender Instructions would result in the
Final Acceptance Amount being exceeded, the Offeror will accept all
Non-Competitive Tender Instructions on a pro rata basis by applying
a scaling factor; and
(ii) if accepting all Bonds that are the subject of validly
submitted Non-Competitive Tender Instructions would not result in
the Final Acceptance Amount being exceeded, but accepting all Bonds
that are the subject of validly submitted Tender Instructions would
result in the Final Acceptance Amount being exceeded, the Offeror
will accept: (I) all Non-Competitive Tender Instructions in full;
(II) all Competitive Tender Instructions that specify purchase
prices lower than the Purchase Price in full; and (III) all validly
submitted Competitive Tender Instructions that specify purchase
prices equal to the Purchase Price on a pro rata basis by applying
a scaling factor,
such that, in each scenario, the final aggregate principal
amount of Bonds accepted for purchase (if any) is no greater than
the Final Acceptance Amount.
Tender Instructions
In order to participate in, and be eligible to receive the
Purchase Price and Accrued Interest Payment pursuant to, the Offer,
Bondholders must validly tender their Bonds by delivering, or
arranging to have delivered on their behalf, a valid Tender
Instruction that is received by the Tender Agent by 4.00 p.m.
(London time) on 6 September 2021 (the Expiration Deadline).
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Tender Instructions may be submitted on a "non-competitive" or a
" competitive" basis as follows:
- a Non-Competitive Tender Instruction is a Tender Instruction
in connection with which the relevant Bondholder either (i) does
not specify a purchase price for the Bonds, or (ii) specifies a
purchase price less than or equal to the Minimum Purchase Price.
Each such Non-Competitive Tender Instruction, whether falling
within (i) or (ii) above, will be deemed to have specified the
Minimum Purchase Price for the tendered Bonds; and
- a Competitive Tender Instruction is a Tender Instruction in
connection with which the relevant Bondholder specifies a purchase
price that is greater than the Minimum Purchase Price and at or
below the Maximum Purchase Price. Purchase prices may only be
specified in increments of 0.5 per cent. above the Minimum Purchase
Price for the purposes of such Competitive Tender Instructions
(and, in the event that the relevant Bondholder specifies a
purchase price that is not an increment of 0.5 per cent. above the
Minimum Purchase Price, the purchase price so specified shall be
rounded down to the nearest such increment of 0.5 per cent., and
such Tender Instruction shall be deemed to have specified such
rounded figure for the purposes of the Modified Dutch Auction
Procedure). Tender Instructions which specify a purchase price more
than the Maximum Purchase Price will not be accepted.
Tender Instructions must be submitted in respect of a minimum
principal amount of Bonds of no less than U.S.$200,000, being the
minimum denomination of the Bonds, and may be submitted in integral
multiples of U.S.$1,000 thereafter. A separate Tender Instruction
must be completed on behalf of each beneficial owner. See
"Procedures for Participating in the Offer" in the Tender Offer
Memorandum for further information.
Announcements
Unless stated otherwise, announcements in connection with the
Offer will be made (i) by publication via the website of The
International Stock Exchange (the Exchange), (ii) by publication
via the Regulatory News Service (RNS) publication section of the
website of the London Stock Exchange (LSE), and (iii) by the
delivery of notices to the Clearing Systems for communication to
Direct Participants. Such announcements may also be found on the
relevant Reuters Insider Screen and by the issue of a press release
to a Notifying News Service. Copies of all such announcements,
press releases and notices can also be obtained upon request from
the Tender Agent, the contact details for which are below.
Significant delays may be experienced where notices are delivered
to the Clearing Systems and Bondholders are urged to contact the
Tender Agent for the relevant announcements during the course of
the Offer. In addition, Bondholders may contact the Dealer Manager
for information using the contact details below.
Bondholders are advised to read carefully the Tender Offer
Memorandum for full details of and information on the procedures
for participating in the Offer.
Stifel Nicolaus Europe Limited (Telephone: +44 (0)20 7663 3217;
Attention: Dhiren Suares; Email: SNELProjectHawk@stifel.com) is
acting as Sole Dealer Manager for the Offer and Lucid Issuer
Services Limited (Telephone: +44 (0)20 7704 0880; Attention: Harry
Ringrose; Email: hurricane@lucid-is.com ) is acting as Tender
Agent.
Questions and requests for assistance in connection with (i) the
Offer may be directed to the Dealer Manager, and (ii) the delivery
of Tender Instructions may be directed to the Tender Agent, the
contact details for each of which are set out above.
Company's LEI Number: 2138007Z66OO4XWKM819
-ends-
Further Contacts:
Hurricane Energy plc
Antony Maris, Chief Executive Officer +44 (0)1483 862
communications@hurricaneenergy.com 820
Stifel Nicolaus Europe Limited
Sole Dealer Manager, Nominated Adviser & Joint
Corporate Broker +44 (0)20 7710
Callum Stewart 7600
Investec Bank plc
Joint Corporate Broker +44 (0)20 7597
Chris Sim / Jarrett Silver 5970
Vigo Consulting
Public Relations
Patrick d'Ancona / Ben Simons +44 (0)20 7390
hurricane@vigoconsulting.com 0230
About Hurricane
Hurricane was established to discover, appraise and develop
hydrocarbon resources associated with naturally fractured basement
reservoirs. The Company's acreage is concentrated on the Rona
Ridge, in the West of Shetland region of the UK Continental
Shelf.
The Lancaster field (100% owned by Hurricane) is the UK's first
producing basement field. Hurricane has pursued a phased
development of Lancaster, initially starting with an Early
Production System consisting of two wells tied-back to the Aoka
Mizu FPSO. Hydrocarbons were introduced to the FPSO system on 11
May 2019 and the first oil milestone was achieved on 4 June
2019.
In September 2018, Spirit Energy farmed-in to 50% of the Lincoln
and Warwick assets, committing to a phased work programme targeting
sanction of an initial stage of full field development.
Visit Hurricane's website at www.hurricaneenergy.com
Glossary
bopd Barrels of oil per day
FPSO Floating Production Storage and Offtake vessel
-----------------------------------------------
Mbbls Thousand barrels
-----------------------------------------------
This announcement is released by Hurricane Energy plc and
contains inside information under Regulation (EU) 596/2014 on
market abuse, as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (the UK MAR). For the purpose
of the UK MAR, this announcement is made by Antony Maris, Chief
Executive Officer at Hurricane Energy plc.
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. This announcement and the Tender Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Offer. If
any Bondholder is in any doubt as to the action it should take, it
is recommended to seek its own financial and legal advice,
including in respect of any tax consequences, immediately from its
broker, bank manager, solicitor, accountant or other independent
financial, tax, legal or other adviser. Any individual or company
whose Bonds are held on its behalf by a broker, dealer, bank,
custodian, trust company, direct participant or other nominee or
intermediary must contact such entity if it wishes to tender such
Bonds pursuant to the Offer. None of the Offeror, the Issuer, the
Dealer Manager or the Tender Agent makes any recommendation as to
whether Bondholders should tender Bonds pursuant to the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Tender
Offer Memorandum comes are required by each of the Offeror, the
Issuer, the Dealer Manager and the Tender Agent to inform
themselves about, and to observe, any such restrictions.
United States
The 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 of interstate or foreign commerce of or of any
facilities of a national securities exchange of, the United States
or to any U.S. Person (as defined in Regulation S of the U.S.
Securities Act of 1933, as amended (each a U.S. Person)). This
includes, but is not limited to, facsimile transmission, electronic
mail, telex, telephone, the internet and other forms of electronic
communication. The Bonds may not be tendered in the Offer by any
such use, means, instrumentality or facility from or within the
United States or by persons located or resident in the United
States or by, or by any person acting for the account or benefit
of, a U.S. Person. Accordingly, copies of this announcement, the
Tender Offer Memorandum and any other documents or materials
relating to the 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 any persons located
or resident in the United States or to any U.S.
Person. Any purported tender of Bonds in the Offer resulting
directly or indirectly from a violation of these restrictions will
be invalid and any purported tender of Bonds made by, or by any
person acting for the account or benefit of, a U.S. Person or a
person located in the United States or any agent, fiduciary or
other intermediary acting on a non-discretionary basis for a
principal giving instructions from within the United States will be
invalid and will not be accepted.
Each Bondholder participating in the Offer will represent that
it is not a U.S. Person, it is not located in the United States and
is not participating in the 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
Offer from the United States and is not a U.S. Person. For the
purposes of this and the above paragraph, United States means the
United States of America, its territories and possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands), any state of
the United States of America and the District of Columbia.
Italy
None of the Offer, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the Offer
have been submitted to the clearance procedures of the Commissione
Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian
laws and regulations. The Offer is being carried out in the
Republic of Italy (Italy) as an exempted offer pursuant to article
101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24
February 1998, as amended (the Financial Services Act) and article
35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999,
as amended. Accordingly, Bondholders or beneficial owners of the
Bonds that are located in Italy may tender their Bonds in the Offer
through authorised persons (such as investment firms, banks or
financial intermediaries permitted to conduct such activities in
Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 20307 of 15 February 2018, as amended from time to
time, and Legislative Decree No. 385 of 1 September 1993, as
amended) and in compliance with applicable laws and regulations or
with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Bonds or the Offer.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offer is not being made and such documents and/or materials have
not been approved by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000, as
amended (the FSMA). Accordingly, such documents and/or materials
are not being distributed to, and must not be passed on to, the
general public in the United Kingdom. The communication of such
documents and/or materials as a financial promotion is only being
made to, and may only be acted upon by, those persons in the United
Kingdom falling within the definition of investment professionals
(as defined in Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the
Financial Promotion Order)) or persons who are within Article 43(2)
of the Financial Promotion Order or any other persons to whom it
may otherwise lawfully be made under the Financial Promotion
Order.
France
The Offer is only being made, directly or indirectly, to
qualified investors in the Republic of France (France). This
announcement, the Tender Offer Memorandum and any other document or
material relating to the Offer have only been and shall only be
distributed in France to qualified investors (investisseurs
qualifiés) other than individuals acting for their own account and
as defined in, and in accordance with, Articles L.411-1, L.411-2
and D.411-1 of the French Code Monétaire et Financier and Article
2(e) of Regulation (EU) 2017/1129. The Tender Offer Memorandum has
not been and will not be submitted for clearance to nor approved by
the Autorité des marchés financiers.
General
Neither this announcement or the Tender Offer Memorandum
constitute an offer to buy or the solicitation of an offer to sell
Bonds (and tenders of Bonds in the Offer will not be accepted from
Bondholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Offer to be made by
a licensed broker or dealer and the Dealer Manager or its
affiliates is such a licensed broker or dealer in any such
jurisdiction, the Offer shall be deemed to be made by the Dealer
Manager or such affiliate, as the case may be, on behalf of the
Offeror in such jurisdiction.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCFIFVETEILVIL
(END) Dow Jones Newswires
August 31, 2021 02:00 ET (06:00 GMT)
Grafico Azioni Hurricane Energy (LSE:HUR)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni Hurricane Energy (LSE:HUR)
Storico
Da Apr 2023 a Apr 2024