United Kingdom, 21 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, as well as to the Shareholder Circular issued that date explaining the plan in detail.
The general meeting of the Company to consider various necessary approvals for the Company’s plan convened in London today and the shareholders overwhelmingly passed all resolutions put to them. Detailed voting results are attached.
As a result of these shareholder approvals, the Company shall (i) file a Notice of Claim with the Companies Court (Chd) of The High Court of Justice Business and Property Courts of England and Wales seeking approval of its proposed Capital Repayment, and (ii) confirm with the Oslo Børs its application to delist its Class A Shares from trading. Prior to the general meeting, the Directors made a Declaration of Solvency in connection with the proposed members' voluntary liquidation of the Company which will be filed at Companies House.
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, confirmation by the courts of England and Wales of the capital repayment under the plan, approval of the proposed delisting by the Oslo Børs 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.
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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.