United Kingdom, 30 September 2022
Reference is made to the 22 August 2022 announcements by RAK Petroleum plc (the “Company”) of its plan to transfer the Company’s interest in Mondoil Enterprises LLC to DNO ASA (“DNO”) for 78,943,763 new DNO shares, following which the Company would transfer all its DNO shares and cash to its shareholders through a UK court-approved capital repayment and then delist and voluntarily liquidate the Company, and also to the Shareholder Circular issued that date explaining the plan in detail.
The Companies Court (Chd) of The High Court of Justice Business and Property Courts of England and Wales (“Companies Court”) has today held the Directions Hearing regarding the Company’s request for confirmation of its proposed Capital Repayment and has issued a Directions Order. The Directions Order issued today sets a confirmatory hearing regarding the Company’s Claim before the Insolvency and Companies Court Judge on 11 October 2022, when any creditor or shareholder of the Company who desires to object may a`end and be heard.
The Company’s plan and DNO's issuance of the new DNO shares to the Company remain subject to further conditions for completion of the transaction agreement with DNO, including, but not limited to, final approval by the Companies Court of the capital repayment under the plan and all conditions to closing in the Transaction Agreement with DNO, as further set out in the Company’s announcements on 22 August 2022 and the Shareholder Circular of the same date.
After receipt of the new DNO shares, the Company will hold 517,323,181 DNO shares in total. As described in the Shareholder Circular of 22 August 2022, and subject to completion of the capital repayment, these shares will be distributed to the Company’s shareholders as of 11 October 2022, as registered in the VPS on 13 October 2022, rounded down to the nearest whole number of DNO shares for each shareholder. The Company expects to sell any surplus DNO shares that are not distributed due to the rounding in the market.
If, as expected, the Oslo Stock Exchange (“OSE”) decides later today to (i) delist the Company’s Class A Shares (the "Shares") from trading on the OSE with effect from and including 21 October 2022 (subject to the conditions included in the delisting resolution by the OSE being fulfilled) and (ii) suspend trading in the Shares from 12 October 2022 until the delisting takes place, 11 October 2022 will be the last day of trading in the Shares on the OSE.
The Company’s Directors adopted a Declaration of Solvency (DOS) in connection with the proposed mandatory voluntary liquidation (MVL) of the Company that was approved at the general meeting held on 21 September 2022. The DOS relied on, inter alia, an overview of the assets, liabilities and projected liabilities of the Company as at 21 September 2022 and projections of costs and expenses to be incurred and assets available aber entry into the MVL. Those estimates and projections suggested that a surplus of approximately £290,000 might be available following the completion of the MVL, corresponding to £ 0.01775 per Share. This sum is only an estimate based on projections and there is no assurance that any cash distribution will result from the MVL. Any final distribution to shareholders from the MVL is not expected until the second half of 2023, as the joint liquidators must advertise for claims, adjudicate and pay out on any claims received, and obtain HMRC post-appointment tax clearance before any distribution. Any distributions pursuant to the MVL will be made at the liquidators' sole discretion, if and when the liquidators deem the Company has sufficient surplus assets available. There is no certainty concerning the timing or amount of any distributions that shareholders might receive.
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RAK Petroleum plc
About RAK Petroleum plc:
RAK Petroleum plc is an Oslo Stock Exchange listed oil and gas investment company established under the laws of England and Wales as a public limited company. Its principal holdings are 44.94 percent of DNO ASA and 33.33 percent of Foxtrot International LDC held through Mondoil Enterprises, LLC. DNO ASA is a Norwegian oil and gas operator focused on the Middle East and the North Sea. Founded in 1971 and listed on the Oslo Stock Exchange, DNO holds stakes in onshore and offshore licences at various stages of exploration, development and production in the Kurdistan region of Iraq, Norway, the United Kingdom, Netherlands and Yemen. 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 considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements according to section 5-12 of the Norwegian Securities Trading Act. The information was submitted for publication by Kevin Toner, Managing Director, on behalf of the Company on the time and date set out above.
The distribution of this announcement and other information in connection with the Plan may be restricted by law in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This release contains certain forward-looking statements within the meaning of the securities laws and regulations of various international, federal, and state jurisdictions. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the Plan, future plans and objectives of the Company are forward-looking statements that involve risk and uncertainties. There can be no assurances that such statements will prove to be accurate and actual results could differ materially from those anticipated in such statements. As stated above, various matters in the Plan are subject to approval by, inter alia, courts in the United Kingdom and the Oslo Stock Exchange. There can be no assurance that such approvals will be forthcoming or obtained on the dates projected.