United Kingdom, 10 October 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.
In anticipation of the completion of the planned repayment of capital to its shareholders, the Company has today effectuated the transfer of 438,379,418 DNO shares from its wholly owned subsidiary, RAK Petroleum Holdings BV, to the Company.
This transfer of its entire existing holding of shares of DNO, representing 44.94 percent of all DNO shares at this time, will in principle trigger a mandatory offer by the Company for all outstanding DNO shares. In accordance with Section 6-9 of the Norwegian Securities Trading Act, however, the Company will transfer all its DNO shares to shareholders pursuant to the capital repayment within the four week deadline set out therein and thereby not be under an obligation to put forward a mandatory offer.
The hearing before the Companies Court (Chd) of The High Court of Justice Business and Property Courts of England and Wales regarding confirmation of the Company’s capital repayment is scheduled for tomorrow, 11 October 2022.
If, as is expected, the Court then issues a Confirmation Order with conditions acceptable to the Company, tomorrow will be the last day of trading in the Company’s Class A Shares, as trading in them will be suspended from 12 October 2022 until delisting from the Oslo Stock Exchange on 21 October 2022.
After receipt of the new DNO shares, the Company will hold 517,323,181 DNO shares. As described in the Shareholder Circular of 22 August 2022 and the Company's announcements on the same day, and subject to completion of the capital repayment, these shares will, together with a total cash amount of USD 20 million, be distributed to the Company’s shareholders as of 11 October, as registered in the VPS on 13 October 2022. This will result in each holder of a Class A or restricted Class A share of the Company receiving 1.6574 DNO Shares and USD 0.064 cash (in NOK unless otherwise directed) for each Class A or restricted Class A share of the Company held (rounded down to the nearest whole number of DNO shares for each shareholder). Approximately 323,379,913 DNO shares will be distributed to holders of the Company's Class A Shares as of the record date and approximately 193,943,268 DNO shares will be distributed to the holders of the unlisted restricted Class A Shares. The Company expects to sell in the market any surplus DNO shares that are not distributed due to the rounding.
Following completion of the capital repayment, 10, 323,018 of the Company's Class A Shares will remain outstanding and will be part of the Members Voluntary Liquidation.
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 confirmation by the Companies Court (Chd) of The High Court of Justice Business and Property Courts of England and Wales 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.
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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 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.