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15/04-2019 07:23:19: (RAKP) RAK Petroleum plc announces share buyback offer

NOT FOR DIRECT OR INDIRECT RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, SOUTH
AFRICA, JAPAN, THE KINGDOM OF SAUDI ARABIA OR THE UNITED ARAB EMIRATES OR ANY
OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE
LAW. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

United Kingdom, 15 April 2019
Buyback Offer

RAK Petroleum plc, the Oslo-listed oil and gas investment company (the
"Company"), announces its intent to repurchase such number of its class A shares
with ISIN GB00BRGBL804 (the "Shares") at the Repurchase Price (as defined below)
up to a maximum aggregate consideration of US$ 15 million in accordance with the
authorization provided at its Annual General Meeting on 1 June 2018 (the "AGM").
The Company and SpareBank 1 Markets AS (the "Manager") have entered into a
repurchase contract in the form approved by the AGM (the "Repurchase Contract"),
pursuant to which the Manager is initiating a reverse tender offer (the "Buyback
Offer") to holders of beneficial interests in the Shares. The Manager will then
settle the Share repurchase as principal and for its own account, following
which the Manager has an obligation to sell the Shares to the Company, which has
an obligation to purchase them from the Manager.

The Company has decided to ask the Manager to launch the Buyback Offer at this
time because, among other things, (i) its available funds exceed the near-term
cash needs of its business, (ii) relatively low liquidity in the market for its
shares may be hindering the ability of some shareholders to sell, and (iii) the
Company believes its shares are undervalued relative to their intrinsic value.
Thus, the Buyback Offer may be seen as providing an opportunity for some
shareholders to sell their Shares.

The Buyback Offer will commence on 15 April 2019 at 8:00 CET and will expire on
26 April 2019 at 14:00 CET, unless extended at the sole discretion of the
Company (the "Buyback Offer Period"). The Company, by way of instruction to the
Manager, shall be entitled in its complete discretion to waive, amend, extend,
accelerate, terminate or withdraw the Buyback Offer at any time before expiry of
the Buyback Offer Period. Information regarding any such amendments will be
published under the Company's ticker "RAKP" on www.newsweb.no.

The number of Shares to be repurchased, if any, and the price per Share will be
determined through a reverse bookbuilding process in which Eligible Shareholders
(as defined below) may offer to tender to the Manager all or a portion of their
Shares at prices they set. The Buyback Offer is not conditional on any minimum
number of Shares being tendered. It is proposed that the Company repurchase such
number of Shares at the Repurchase Price (as defined below) up to a maximum
aggregate consideration of US$ 15 million (the "Cap"), subject to any amendments
by the Company of the Buyback Offer in accordance with the below. Shares
repurchased will be cancelled and result in a reduction of the Company's
registered share capital.

If the Company elects to acquire Shares pursuant to the Buyback Offer, it will
select one price to be paid for all the Shares validly offered for tender at and
below that price (the "Repurchase Price"), but it may in its sole discretion
direct the Manager to accept all, or a pro-rata portion of, any offers to tender
Shares which are tendered at a price equal to or below the Repurchase Price. Any
acceptances of Offers will be subject to the Cap.

Shareholders offering to sell their Shares at prices lower than the Repurchase
Price selected by the Company will receive the higher Repurchase Price for their
Shares. Offers to sell Shares at prices higher than the Repurchase Price
selected by the Company will not be accepted and will not result in a Share
sale.

Subject to any amendments of the Buyback Offer Period, the Company expects to
announce the results of the Buyback Offer on 26 April 2019 under the Company's
ticker "RAKP" on www.newsweb.no (http://www.newsweb.no). The Company will then
announce whether it will buy back any Shares and, if so, the number of Shares to
be repurchased and their Repurchase Price.

Shareholders who do not intend to offer to sell any of their Shares in the
Buyback Offer do not need to do anything in response to the Buyback Offer or
this announcement.

Eligible Shareholders who wish to offer for sale all or a portion of their
Shares must complete and sign the tender form available on the Company's website
at  http://www.rakpetroleum.uk (the "Tender Form") and submit it by e-mail to
the Manager at offering@sb1markets.no (mailto:offering@sb1markets.no) before
expiry of the Buyback Offer Period.

Offers to sell Shares are binding on the shareholder and irrevocable until
expiry of the Buyback Offer Period and may until such time not be withdrawn,
modified or altered.

All Eligible Shareholders who may want to participate in the Buyback Offer must
be registered clients of the Manager. If a Shareholder is not a current client
of the Manager, it must complete the Manager's client registration process,
including applicable know-your-customer and anti-money laundering requirements,
as set out in Appendix 1 to the Tender Form. Eligible Shareholders who may wish
to tender Shares in the Buyback Offer should immediately begin the client
registration process by completing Appendix 1 to the Tender Form and submitting
the relevant documents to the Manager by 19 April 2019. However, the Manager
will use reasonable efforts to process the client registration also for any such
documents submitted after 19 April 2019 on a first-come, first-serve basis, but
no assurance can be given that any documents submitted after 19 April 2019 will
be processed prior to expiry of the Buyback Offer Period. Even if the documents
are completed and submitted to the Manager by 19 April 2019, there can be no
assurance that the Manager will be able to complete the client registration
process to its satisfaction prior to the end of the Buyback Offer Period due to
follow-up requests which, in the Manager's sole discretion, are not met, the
Manager's internal policies relating to registration of new clients or
otherwise.

Fulfilling the Manager's client registration requirements does not obligate a
Shareholder to submit a Tender Form or to participate in the Buyback Offer. If
the Eligible Shareholder does not complete the client registration process
before the end of the Buyback Offer Period, its Tender Form will not be
accepted.

If an Eligible Shareholder holds Shares registered in the name of and through a
financial intermediary (including a special purpose vehicle) and intends to
tender its Shares in the Buyback Offer, it must contact the financial
intermediary and instruct it accordingly. The Company suggests that such
shareholders begin that process immediately as well.

Cash settlement for the Shares acquired in the Buyback Offer is expected to be
on or about  3 May 2019, unless settlement is delayed due to technical and/or
administrative reasons, by way of transfer to the bank account registered on the
respective Eligible Shareholders' VPS account for dividend payments.

Restricted class A shares with ISIN GB00BWWCMD47 (the "Restricted A Shares")
cannot be offered for sale in the Buyback Offer. However, holders of Restricted
A Shares may submit an exchange request to redesignate the Restricted A Shares
to Shares and the Company will act on that request expeditiously. A
redesignation request is irrevocable and will result in the transfer and
cancellation of the Class B Shares (and their votes) associated with those
Restricted A Shares. There is no assurance that any redesignated Shares will be
sold in the Buyback Offer. In order for the Company to act on a redesignation
request in time for redesignated Restricted A Shares to participate in the
Buyback Offer, a Shareholder holding Restricted A Shares must submit a
Redesignation Request to the Company no later than 14:00 CET on 23 April 2019.
To effect the redesignation in the VPS the shareholder must also contact the
operator of its VPS account and have that VPS account operator contact the VPS
Registrar, DNB Bank ASA, no later than 10:00 CET on 25 April 2019. The form of
the redesignation requests will be available on the Company's website and from
ir@rakpetroleum.uk (mailto:ir@rakpetroleum.uk).

For U.K. Companies Act 2006 (the "Act") reasons, the Company can only purchase
its Shares using the "off-market" purchase provisions pursuant to the Act. The
Company and the Manager entered into the Repurchase Contract to comply with the
specific procedures governing such "off-market purchases."

The Buyback Offer is not being made, directly or indirectly, in, into or from,
by use of the mails of, or by any other means or instrumentality (including,
without limitation, electronic mail, facsimile transmission, telex, telephone,
internet or other forms of electronic communication) of foreign or interstate
commerce of, or any facilities of a national, state or other securities exchange
of, any jurisdiction where to do so is prohibited by applicable law, or where
local laws or regulations may result in a significant risk of civil, regulatory
or criminal exposure if information concerning the Buyback Offer is sent to
shareholders in that jurisdiction, including, but not limited to, the United
States, Canada, Australia, New Zealand, South Africa, Japan, the Kingdom of
Saudi Arabia or the United Arab Emirates (each a "Restricted Jurisdiction"), and
shall not be capable of acceptance by any such use, means, instrumentality or
facility or from or within any Restricted Jurisdiction (save in compliance with
local laws or regulations). Upon request, the Manager may make the Buyback Offer
documentation available to certain Shareholders and may accept offers made by
certain Shareholders, in accordance with the Offer and Distribution Restrictions
in the Tender Form.

The Manager will only accept offers from a shareholder or beneficial owner of
Shares (or any person acting as agent, custodian, fiduciary or in another
intermediary capacity for such shareholder or beneficial owner) who (i) is not a
U.S. person (as such term is defined pursuant to Regulation S under the US
Securities Act of 1933, as amended), or is not located or resident in the United
States, or (ii) is not ordinarily resident in, does not have a registered
address in or is not a citizen of a Restricted Jurisdiction where such
residency, registered address or citizenship prohibits acceptance of the Buyback
Offer, or (iii) is not located in any other jurisdiction where acceptance of the
Buyback Offer is prohibited ("Eligible Shareholders").

The Tender Form will be published on the Company's website at rakpetroleum.uk or
can be obtained by contacting SpareBank 1 Markets AS on +47 24 14 74 70 or
offering@sb1markets.no (mailto:acceptanceRAKPetroleum@sb1markets.no), subject to
certain restrictions relating to persons resident in any Restricted
Jurisdiction.

Disclosure Guidance and Transparency Rules

The Company notes that, if the Buyback Offer is consummated and cancellation of
the Shares occurs, the loss of voting rights associated with the Shares will
reduce the total voting rights of the Company. This will automatically increase
the percentage of voting rights held by any existing shareholder that 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 of 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.

UK Takeover Code requirements

As a company incorporated under the laws of England and Wales with its
registered office in the United Kingdom whose securities are admitted to trading
on a regulated market in Norway only (on the Oslo Stock Exchange), the Company
is subject to the shared jurisdiction of the United  Kingdom and Norway in
takeover matters under the Directive on Takeover Bids (2004/25/EC) (the
"Takeover Directive"). As a shared jurisdiction company, the Takeover Directive
provides that matters relating to the employees of the offeree company and
matters relating to company law, in particular the percentage of voting rights
conferring "control" and any derogation from the obligation to launch a bid, as
well as the conditions under which the board of the offeree company may
undertake any action which might result in frustration of the bid, shall be
determined by the UK City Code on Takeovers and Mergers (the "UK Takeover
Code").

Under Rule 9 of the UK Takeover Code, if an acquisition of an interest in shares
were to increase the aggregate holding of the acquirer and its concert parties
to an interest in shares carrying 30 percent or more of the voting rights in the
Company, the acquirer and its concert parties, would be required (except with
the consent of the Panel on Takeovers and Mergers (the "UK Takeover Panel")) to
make a cash offer for the outstanding shares in the Company at a price not less
than the highest price paid for interests in shares by the acquirer or its
concert parties during the previous 12 months (a "mandatory offer"). This
requirement would also normally be triggered by any acquisition of an interest
in shares by a person who (together with its concert parties) is interested in
shares which in aggregate carry not less than 30 percent of the voting rights in
the Company but does not hold more than 50 percent of such voting rights in the
Company, if the effect of such acquisition were to increase that person's
percentage of voting rights in the Company. Rule 37 of the UK Takeover Code
extends this principle so that when a company redeems or purchases its own
voting shares, any resulting increase in the percentage of shares carrying
voting rights in which a person or group of persons acting in concert is
interested will be treated as an acquisition for the purposes of Rule 9 of the
UK Takeover Code. Rule 37 of the UK Takeover Code provides that, subject to
prior consultation, the UK Takeover Panel will normally waive any resulting
obligation to make a general offer if there is a vote of independent
shareholders and a procedure along the lines of that set out in Appendix 1 to
the UK Takeover Code is followed. Appendix 1 to the UK Takeover Code sets out
the procedure which should be followed in obtaining the consent of independent
shareholders. Under Note 1 on Rule 37 of the UK Takeover Code, a person who
comes to exceed the limits in Rule 9.1 in consequence of a company's purchase of
its own shares will not normally incur an obligation to make a mandatory offer
unless that person is a director, or the relationship of the person with any one
or more of the directors is such that the person is, or is presumed to be, a
concert party with any of the directors of that company.

Persons acting in concert comprise persons who, pursuant to an agreement or
understanding (whether formal or informal), co-operate to obtain or consolidate
control of a company or to frustrate the successful outcome of an offer for a
company. Certain categories of people will be presumed to be acting in concert
with each other unless the contrary is established. The UK Takeover Panel has
confirmed to the Company that it would treat the Company's Executive Chairman,
Mr. Bijan Mossavar-Rahmani, as acting in concert with DNO ASA, of which he is
also Executive Chairman. Mr. Mossavar-Rahmani's interest in the total voting
rights of the Company is currently 36.88 percent and DNO ASA's is 7.71 percent,
resulting in an aggregate 44.59 percent.
The UK Takeover Panel has confirmed that if prior to, or simultaneously with,
the cancellation of Repurchased Shares, on Mr. Mossavar-Rahmani's and DNO ASA's
respective instructions, the Company redesignates such number of their
respective Restricted A Shares as Shares and cancels the equivalent number of
their respective associated Class B Shares, such that Mr. Mossavar-Rahmani's
total voting rights aggregated with those of DNO ASA do not increase beyond
44.59 percent, no mandatory bid would be triggered under Rule 9 of the UK
Takeover Code, as result of the cancellation.
Mr. Mossavar-Rahmani has confirmed that he does not intend to offer any of his
Shares for sale in the Buyback Offer. Mr. Mossavar-Rahmani has also provided the
Company with an irrevocable undertaking, conditional on the Company announcing
that it intends to repurchase Shares pursuant to the Buyback Offer, whereby Mr.
Mossavar-Rahmani undertakes to request (i) such number of his Restricted A
Shares be redesignated as Shares, and (ii) the equivalent number of his
associated Class B Shares be cancelled, such that his voting rights in the
Company aggregated with his concert party's voting rights, do not increase
beyond the existing level of 44.59 percent.
In addition, DNO ASA, has confirmed that it does not intend to offer any of its
Shares for sale in the Buyback Offer and has also provided the Company with an
irrevocable undertaking, conditional on the Company announcing that it intends
to repurchase Shares pursuant to the Buyback Offer, whereby it undertakes to
request (i) such number of its Restricted A Shares be redesignated as Shares,
and (ii) the equivalent number of its associated Class B Shares be cancelled,
such that its voting rights do not increase beyond its existing level of 7.71
percent.
For further queries, please contact:

SpareBank 1 Markets AS
Email: offering@sb1markets.no (mailto:kevin.toner@rakpetroleum.uk)
Phone: +47 24 14 74 70

IMPORTANT NOTICE

This  announcement is not for publication,  distribution or release, directly or
indirectly,  in  whole  or  in  part,  in  or  into  the  United States, Canada,
Australia,  New Zealand, South Africa, Japan, the Kingdom of Saudi Arabia or the
United  Arab Emirates or any other jurisdiction where such an announcement would
be  unlawful. The distribution of this announcement  may be restricted by law in
certain  jurisdictions and persons who come into possession of this announcement
or  any related document  or other information  referred to herein should inform
themselves about and observe any such restrictions.

The  Buyback Offer is not being made,  directly or indirectly, in, into or from,
by  use of the  mails of, or  by any other  means or instrumentality (including,
without  limitation, electronic mail,  facsimile transmission, telex, telephone,
internet  or other forms  of electronic communication)  of foreign or interstate
commerce of, or any facilities of a national, state or other securities exchange
of,  any Restricted Jurisdiction, and shall not  be capable of acceptance by any
such  use, means, instrumentality  or facility or  from or within any Restricted
Jurisdiction (save in compliance with local laws or regulations).

Accordingly,  copies of this announcement  or the Tender Form  are not being and
must  not be, directly or indirectly mailed, transmitted or otherwise forwarded,
distributed, sent or otherwise made available (including, without limitation, by
agents,  custodians,  nominees  or  trustees)  in,  into  or  from  a Restricted
Jurisdiction,  and persons  receiving this  announcement and/or  the Tender Form
and/or any related documents (including, without limitation, agents, custodians,
nominees  and trustees) should  observe these restrictions  and must not mail or
otherwise forward, distribute, send or otherwise make them available in, into or
from  such Restricted Jurisdiction. Doing so may render any purported acceptance
of the Buyback Offer invalid.

If,   in   connection   with  making  the  Buyback  Offer,  notwithstanding  the
restrictions   described  above,  any  person  (including,  without  limitation,
custodians,  nominees and trustees), whether pursuant  to a contractual or legal
obligation  or otherwise, forwards  this announcement or  the Tender Form or any
related  documents in, into or from a  Restricted Jurisdiction or uses the mails
of,  or any means or  instrumentality (including, without limitation, electronic
mail,  facsimile  transmission,  telex,  telephone,  internet  or other forms of
electronic   communication)  of  foreign  or  interstate  commerce  of,  or  any
facilities  of a national,  state or other  securities exchange of, a Restricted
Jurisdiction  in connection with such forwarding, such persons should (a) inform
the  recipient of such fact;  (b) explain to the  recipient that such action may
invalidate any purported acceptance by the recipient; and (c) draw the attention
of the recipient to this paragraph.

Any  failure to comply with these restrictions may constitute a violation of the
securities  laws  of  any  such  jurisdiction.  Any  person  (including, without
limitation, trustees, nominees or custodians) who would or otherwise intends to,
or  who may have a contractual or legal obligation to, forward this announcement
or  the  Tender  Form  to  a  Restricted  Jurisdiction  should  seek appropriate
independent advice before taking any action. No action has been taken that would
permit  participation in the Buyback Offer or possession or distribution of this
announcement  in any jurisdiction where action for that purpose is required. The
Buyback Offer is only open to Eligible Shareholders.

This  information is subject to the  disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.

Ekstern link: https://newsweb.oslobors.no/message/474519

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