Update re Offer for Convertible Bonds
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 AMENDED (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 ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
6 September 2021
Hurricane Energy plc
("Hurricane" or the "Company")
Amendment to the terms of the tender offer for Hurricane's U.S.$230,000,000 7.50 per cent. Convertible Bonds due 2022
Hurricane Energy plc and Hurricane GLA Limited (the Offeror) announce today that the Offeror is increasing the minimum purchase price and maximum purchase price payable and decreasing the Target Acceptance Amount in connection with 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), as further described in the tender offer memorandum dated 31 August 2021 (the Tender Offer Memorandum).
Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Amendment to Minimum Purchase Price, Maximum Purchase Price and Target Acceptance Amount
As set forth in the Tender Offer Memorandum, the Offeror may subject to applicable laws, at its option and in its sole discretion, at any time before any acceptance by it of the Bonds tendered for purchase in the Offer, increase the Minimum Purchase Price and/or the Maximum Purchase Price and decrease the Target Acceptance Amount.
This announcement amends each of the Offer and the Tender Offer Memorandum to change the Minimum Purchase Price from 68 to 74, the Maximum Purchase Price from 72 to 78 and the Target Acceptance Amount from U.S.$115,000,000 to U.S.$105,000,000.
Subject to the terms and conditions set out in the Tender Offer Memorandum, the Offeror does not intend to further amend the Minimum Purchase Price or the Maximum Purchase Price.
As set forth in the Tender Offer Memorandum, the Purchase Price applicable to the Bonds will not be less than 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. In addition, the Purchase Price applicable to the Bonds will not be greater than the Maximum Purchase Price and 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.
As set forth in the Tender Offer Memorandum, the Offeror reserves the right, in its sole discretion, to accept less than or more than the Target Acceptance Amount for purchase pursuant to the Offer. A decision by the Offeror to set the Final Acceptance Amount at a higher or lower level than the Target Acceptance Amount shall not be considered to be materially prejudicial to the interests of Bondholders that have already submitted Tender Instructions (irrespective of when such Tender Instructions were submitted) before this announcement and will not therefore trigger revocation rights.
Extension of the Offer
As a result of the amendment to the Offer and the Tender Offer Memorandum, the Expiration Deadline will be extended until 4.00 p.m. (London time) on 9 September 2021. The final results of the Offer are expected to be announced as soon as reasonably practicable after the Expiration Deadline, on 9 September 2021. The Settlement Date is expected to be on or around 15 September 2021.
All other terms and conditions of the Offer and the Tender Offer Memorandum remain unchanged.
Holders of the Bonds that have validly submitted a Tender Instruction in the Offer before the date of this announcement may revoke their Tender Instructions at any time from the date and time of this announcement until 4.00 p.m. (London time) on 8 September 2021. Bondholders wishing to exercise any right of revocation should do so in accordance with the procedures set out in the Tender Offer Memorandum.
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.
The Offer is made on the terms and subject to the conditions set out in the Tender Offer Memorandum, including certain customary conditions. The Offeror reserves the right, in its sole and absolute discretion, to waive any or all of the conditions.
The Tender Offer Memorandum is available upon request to the Tender Agent at the contact details set forth above, subject to applicable distribution restrictions and eligibility confirmations. 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: [email protected]) is acting as Sole Dealer Manager for the Offer and Lucid Issuer Services Limited (Telephone: +44 (0)20 7704 0880; Attention: Harry Ringrose; Email: [email protected]) is acting as Tender Agent.
Company's LEI Number: 2138007Z66OO4XWKM819
Hurricane Energy plc
Antony Maris, Chief Executive Officer
+44 (0)1483 862 820
Stifel Nicolaus Europe Limited
Sole Dealer Manager, Nominated Adviser & Joint Corporate Broker
+44 (0)20 7710 7600
Investec Bank plc
Joint Corporate Broker
Chris Sim / Jarrett Silver
+44 (0)20 7597 5970
Patrick d'Ancona / Ben Simons
+44 (0)20 7390 0230
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
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, Hurricane, 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, Hurricane, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.
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.
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.
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.
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.
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.