Rockhopper is pleased to confirm that as of today the recommended all-share merger with Falkland Oil and Gas Limited (“FOGL”) to be effected by means of a Court-sanctioned scheme of arrangement under Part IV of the Companies Act 1948, being the legislation applicable in the Falkland Islands where FOGL is incorporated (the “Scheme”), has completed. Pursuant to the terms of the Scheme, a total of 159,684,668 Rockhopper Consideration Shares will be issued and allotted to holders of Scheme Shares.
The Rockhopper Consideration Shares will rank pari passu with the existing ordinary shares of 1 pence each in the capital of Rockhopper (the “Ordinary Shares”) other than as regards any dividend or other distribution payable by reference to a record date preceding the date of allotment. Application has been made to the London Stock Exchange for the Rockhopper Consideration Shares to be admitted to trading on AIM (“Admission”). Admission is expected to occur at 8.00 a.m. (London time) tomorrow morning, 19 January 2016 and CREST accounts of FOGL Shareholders are also expected to be credited as soon as possible after 8.00 a.m. (London time) tomorrow morning. The expected time for the despatch of definitive share certificates in respect of the Rockhopper Consideration Shares to FOGL Shareholders who hold their FOGL Shares in certificated form is 1 February 2016.
Following the issue of the Rockhopper Consideration Shares, the Company’s total issued share capital will comprise 456,264,502 Ordinary Shares.
The Company does not hold any shares in treasury as at the date of this disclosure. The issued share capital figure can be used by shareholders as the denominator for the calculations by which to determine if they are required to notify their interests in, or a change in their interest in, the Company under the Financial Conduct Authority’s Disclosure and Transparency Rules.
Capitalised terms used but not defined in this announcement have the meanings ascribed to them in the scheme document dated 11 December 2015.
Rockhopper Exploration plc
Tel: (via Vigo Communications) – 020 7016 9571
Sam Moody – Chief Executive
Fiona MacAulay – Chief Operating Officer
Stewart MacDonald – Chief Financial Officer
Canaccord Genuity Limited (NOMAD and Joint Broker)
Tel: 020 7523 8000
Liberum Capital (Joint Broker)
Tel: 020 3100 2227
Tel: 020 7016 9571