Merger documents

Merger documents2016-08-31T15:23:29+00:00

All documents published by Rockhopper Exploration in relation to the merger with Falkland Oil and Gas Limited are available from this page.

Documents are available as PDF files. If you require the Adobe Reader, you can download it from here:

FOGL Scheme Document
11 December 2015 [PDF, 256KB]

Numis Consent Letter
11 December 2015 [PDF, 30KB]

RBC Consent Letter
11 December 2015 [PDF, 96KB]

Canaccord Consent Letter
11 December 2015 [PDF, 41KB]

Liberum Consent Letter
11 December 2015 [PDF, 22KB]

RKH Circular and Notice of GM
27 November 2015 [PDF, 247KB]

Announcement of proposed merger
24 November 2015 [PDF, 476KB]

Merger with Falkland Oil & Gas Limited
24 November 2015 [PDF, 4MB]

Audio of Analyst Conference Call
24 November 2015 [MP3, 6MB]


Important Disclaimer

Proposed merger between Rockhopper Exploration plc and Falkland Oil and Gas Limited

Please read this notice carefully – it applies to all persons who view this document.

Access to this document may be restricted under securities laws in certain jurisdictions. This notice requires you to confirm certain matters before you may obtain access to this document. This document is not directed at, or accessible by, persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction.

This Information does not constitute an offer or invitation or a solicitation of any offer or invitation for the sale or purchase of any securities in Rockhopper or FOGL. In addition, it is not intended to form the basis of or act as an inducement to enter into any contract or investment activity and should not be considered as a recommendation by Rockhopper or FOGL to do so.

This Information is intended only for existing shareholders or members in Rockhopper or FOGL or persons who are professional investors and would be considered to be Professional Clients under the Markets in Financial Instruments Directive (“MiFID”).

The Proposed Merger

The information you are proposing to access (the “Information”) relates to the proposed all-share merger between Rockhopper Exploration plc (“Rockhopper”) and Falkland Oil and Gas Limited (“FOGL”) to be effected by 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 “Proposed Merger”).

Access to the Information

If you would like to view the Information, please read this notice carefully. This notice applies to all persons who view the Information and, depending on where you are located, may affect your rights or responsibilities.

The Information is made available in good faith and for information purposes only and speaks only as at the date of the Information. The Information is made available subject to the terms and conditions set out below. Any person seeking access to the Information represents and warrants to Rockhopper that they are doing so for information purposes only. The Information may be altered or updated, but Rockhopper does not undertake to update any the Information, except to the extent legally required to.

Rockhopper reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you access the Information.

Overseas persons

The Information has been prepared in connection with the Proposed Merger pursuant to and for the purposes of complying with the laws of the Falkland Islands, England and Wales, the AIM Rules for Companies and the London Stock Exchange. The Information may not be the same as that which would have been disclosed if it had been prepared in accordance with the laws of any other jurisdiction.

As a consequence of legal restrictions, the release, publication or distribution of the Information in certain jurisdictions or to certain persons may be restricted or unlawful. All persons resident or located outside the United Kingdom or the Falkland Islands who wish to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from viewing the Information and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are resident or located in a country that renders the accessing of the Information or parts thereof illegal, whether or not subject to making certain notifications or taking other action, or if you are in any doubt as to these matters you should not view the Information. Unless otherwise determined by Rockhopper and permitted by applicable law and regulation, it is not intended that the Information be accessible by persons resident or located in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

You should not forward, transmit or show the Information to any person. In particular, you should not forward or transmit the Information to any jurisdiction where it would be unlawful to do so.

The Information may not be downloaded either in whole or in part by any person in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. Nothing within the Information constitutes an offer to sell or an invitation or solicitation of any offer to purchase or subscribe for any securities or solicitation of any votes attaching to securities which are the subject of the Proposed Merger in any jurisdiction in which such offer or solicitation is unlawful.

Forward-looking statements

The Information, including information included or incorporated by reference therein, may contain certain forward-looking statements concerning the Proposed Merger, Rockhopper and FOGL. These statements are based on the current expectation of the management of Rockhopper and are naturally subject to uncertainty and changes in circumstances. These forward-looking statements may be identified by words such as “will”, “may”, “should”, “could”, “would”, “can”, “believes”, “intends”, “expects”, “indicates”, “anticipates” or similar words or terms or by discussions of, inter alia, strategies, goals or plans. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Rockhopper’s or FOGL’s operations and potential synergies resulting from the Proposed Merger; and (iii) the effects of government regulation on Rockhopper’s or FOGL’s business.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are various factors that may cause actual results to differ materially from those expressed in such forward-looking statements. These factors include, but are not limited to, the satisfaction of any conditions to the Proposed Merger, whether or not the Proposed Merger is successful, future market developments, behaviour of the other market participants and changes in the legal or regulatory framework. Due to such uncertainties, Rockhopper cannot give any assurance that any forward-looking statement will prove to be correct in the future. Rockhopper and FOGL disclaim any obligation to update or revise these forward-looking statements (except to the extent legally required). The reader is cautioned not to place undue reliance on these forward-looking statements.


In relation to the Information, the only responsibility accepted by the directors of Rockhopper (the “Responsible Persons”) is for the correctness and fairness of its reproduction or presentation unless any responsibility statement contained therein expressly provides otherwise. The Responsible Persons do not accept responsibility for information relating to FOGL or members of its group.

The Responsible Persons are responsible in the terms set out above solely for the Information and not for any other information on the Rockhopper website which you may visit. None of the Responsible Persons, Rockhopper and its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.

If you are in any doubt about the contents of the Information or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

Confirmation of understanding and acceptance of disclaimer

You may only access the Information if you can provide the following confirmations:

(a) I represent that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the Information or parts thereof illegal;

(b) I agree that Rockhopper is lawfully entitled to make the content of the Information available to me under all applicable laws;

(c) I agree that I will not print, download, or otherwise seek to copy, forward, transfer or distribute these materials to any other person in any jurisdiction where such distribution may be restricted by applicable law or regulation;

(d) I represent and warrant to Rockhopper that I intend to access the Information for information purposes only;

(e) I confirm that I am an existing shareholder or member in Rockhopper or FOGL or an experienced investor who would be a Professional Client under MiFID; and

(f) I have read and understood this notice, I understand that it may affect my rights or responsibilities and I agree to be bound by its terms.

By clicking on “I agree” below, you confirm that you have read and understood the disclaimer set out above, that you understand that it may affect you rights, that you agree to be bound by its terms and that you confirm that you are permitted to access the Information.