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
Reference is made to the stock exchange release of RAK Petroleum plc (the "Company") dated 21 January 2019 concerning an offer to buy back Class A Shares in the Company (the "Buyback Offer"). The Buyback Offer expired on 31 January 2019 at 14:00 (CET).
The Company has determined to buy back 8,450,000 shares (the “Repurchased Shares”) at a price of NOK 15.0 per share (the “Repurchase Price”), subject to confirmation by the Manager, SpareBank 1 Markets AS, of the tendered shares being validly tendered by participating shareholders. The Repurchase Price was determined through a reverse bookbuilding process as arranged by the Manager. As the total number of Shares offered at the Repurchase Price exceeded the number of shares to be bought back under the Buyback Offer, the Company therefore allocated purchases pro-rata based on the equal treatment of participating shareholders.
The Repurchased Shares are expected to be withdrawn from the shareholders' VPS accounts on 5 February 2019 and, barring unforeseen issues, cash settlement is expected to take place on or about 7 February 2019.
As a result of the buyback of the Repurchased Shares, the Company will cancel 8,450,000 of its Class A Shares. The cancellation is expected to take place on 6 February 2019.
In accordance with the terms of the undertakings provided to the Company,
(i) Mr. Bijan Mossavar-Rahmani is obliged to request the release of the restrictions on such number of his Restricted Class A Shares and to transfer to the Company the equivalent number of Class B Shares for cancellation, such that Mr. Mossavar-Rahmani's total voting rights aggregated with those of DNO ASA do not increase beyond the existing level of 44.59 percent, and
(ii) DNO ASA is obliged to request release of the restrictions on such number of its Restricted Class A Shares and to transfer to the Company the equivalent number of Class B Shares for cancellation such that DNO ASA's total voting rights do not increase beyond the existing level of 7.71 percent,
following which the Company shall redesignate such number of Restricted Class A Shares as Class A Shares and cancel such number of Class B Shares. The Company will update the market on the changes of the share capital of the Company, once these actions become effective.
Disclosure Guidance and Transparency Rules
The Company notes that when these transactions close, the loss of voting rights associated with cancellation of the Repurchased Shares and the B Shares will reduce the total voting rights in the Company. This will automatically increase the percentage of voting rights held by each other shareholder who has not otherwise altered its shareholdings. In accordance with the Disclosure Guidance and Transparency Rules of the UK Financial Conduct Authority and the Articles of Association of the Company, this diminution of the total voting rights in the Company may trigger an obligation on the part of a shareholder to notify the Company because its interest in the Company reaches, exceeds, or falls below the respective thresholds of 3 percent and each 1 percent threshold thereafter up to 100 percent. Shareholders holding significant interests in the Company should immediately monitor their compliance with these requirements.
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RAK Petroleum plc
About RAK Petroleum plc
RAK Petroleum plc is an Oslo Børs listed oil and gas investment company established under the laws of England and Wales as a public limited company. Its principal holdings are 40.45 percent of DNO ASA and 33.33 percent of Foxtrot International LDC held through Mondoil Enterprises, LLC. Founded in 1971 and listed on the Oslo Børs since 1981, DNO ASA is a Norwegian exploration and production company focused on the Middle East and the North Sea with interests in oil and gas blocks in various stages of exploration, development and production, both onshore and offshore. Foxtrot International LDC is a privately-held company active in West Africa whose principal asset is a 27.27 percent interest in and operatorship of Block CI-27 offshore Côte d'Ivoire.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.