TIDMHDY
RNS Number : 5908U
Blake Holdings Limited
25 November 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO
HARDY SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE OFFER
DOCUMENT, WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE
25 November 2019:
MANDATORY CASH OFFER
by
BLAKE HOLDINGS LIMITED to acquire the whole of the issued share
capital
of
HARDY OIL & GAS PLC
1. Introduction
Blake Holdings Limited (a controlled undertaking of Richard
Griffiths) ("Blake") announces that it has today purchased
9,179,163 Hardy Shares at a price of 5 pence per Hardy Share from a
single shareholder, Universities Superannuation Scheme Limited
("the Purchase"). It is expected that the Purchase will settle on
27 November 2019.
Immediately prior to the Purchase, Richard Griffiths had an
interest in a total of 22,003,134 Hardy Shares. This includes
250,000 Hardy Shares held in his own name, 571,055 Hardy Shares
held by Blake, and 21,182,079 Hardy Shares held by Serendipity
Capital Limited (a controlled undertaking of Richard Griffiths). In
addition, Richard Griffiths has today carried out an intra-group
transfer of his interests in Hardy so that all of his shares held
in Hardy are now held directly by Blake (the "Intra-Group
Transfer").
Following the Purchase and the Intra-Group Transfer, Blake in
aggregate holds 31,182,297 Hardy Shares, representing 42.27% of the
existing issued ordinary share capital, and voting rights, of
Hardy.
As a result of the Purchase and Intra-Group Transfer, under Rule
9 of the Takeover Code, Blake is required to make a mandatory offer
(the "Offer") for the Hardy Shares not already held by Blake, at a
price of 5 pence per Hardy Share in cash (such price being no less
than the highest price paid by Richard Griffiths and his controlled
undertakings, including Blake, during the 12 months prior to the
date of this announcement).
Accordingly, Blake now confirms that it will make such mandatory
offer through the despatch of the Offer Document and relevant Forms
of Acceptance, both of which will be posted to Hardy shareholders
(or made available electronically in accordance with the Takeover
Code) as soon as practicable and not later than 28 days after the
date of this announcement. The Offer Document will contain the
formal terms of the Offer.
The Offer of 5 pence in cash for each Hardy Share is final and
the offer price will not be increased.
The definitions used in this announcement are contained in
Appendix 2 to this announcement.
2. The Offer
The Offer will be made on the terms set out below and in
Appendix 1 of this announcement and will be further subject to the
terms to be set out in the Offer Document and in the relevant Form
of Acceptance.
The Offer will be made on the following basis:
for each Hardy Share 5 pence in cash
The Offer values the total current issued share capital of Hardy
at approximately GBP3.688 million.
The Offer will extend to all issued Hardy Shares which are not
held by Blake (or any persons acting in concert with it) and any
further Hardy Shares which are unconditionally allotted or issued
and fully paid before the Offer closes.
The Offer will remain open for acceptance, subject to the
provisions of Appendix 1 of this announcement and the terms of the
Offer Document, until 1.00 p.m. (London time) on the 21(st) day
after the date of publication of the Offer Document or (if that day
is a Saturday, Sunday or a public holiday) on the next succeeding
business day.
The Offer is subject to valid acceptances of the Offer being
received (and not, where permitted, withdrawn) by no later than
1.00 p.m. (London time) on the First Closing Date of the Offer (or
such later time(s) and/or date(s) as Blake may, in accordance with
the Takeover Code or with the consent of the Panel, decide) in
respect of such number of Hardy Shares which, when aggregated with
the Hardy Shares held by Blake (and any persons acting in concert
with it) at the date of the Offer and any Hardy Shares acquired or
agreed to be acquired by Blake or any person acting in concert with
Blake on or after such date, carry more than 50 per cent. of the
voting rights then normally exercisable at a general meeting of
Hardy including for this purpose any such voting rights attaching
to Hardy Shares that are unconditionally allotted or issued before
the Offer becomes or is declared unconditional as to acceptances
whether pursuant to the exercise of any outstanding subscription or
conversion rights or otherwise.
Certain further terms of the Offer are set out in Appendix 1 of
this Announcement and the detailed terms of the Offer will be set
out in the Offer Document.
Hardy Shares will be acquired fully paid and free from all
liens, charges, equitable interests, encumbrances, rights of
pre-emption and other third party rights or interests together with
all rights attaching thereto including, without limitation, the
right to receive all dividends and other distributions (if any)
announced, declared, made or paid thereafter.
Blake reserves the right to reduce the Offer consideration by
the amount of any dividend (or other distribution) which is paid or
becomes payable by Hardy to the holders of Hardy Shares.
There are no agreements or arrangements to which Blake is a
party which relate to the circumstances in which it may or may not
invoke, or seek to invoke, a pre-condition or a condition to the
Offer.
There are no inducement fees or similar arrangements between
Blake and Hardy.
3. Background to and reasons for the Offer
Richard Griffiths (via his controlled undertakings) has been an
investor in Hardy since early 2012 and immediately prior to the
Purchase he held a 29.83% interest in Hardy and was Hardy's largest
shareholder.
Hardy is an Isle of Man registered, public company which,
following the sale of HEPI on 2 October 2019, is a "cash shell" and
no longer has any subsidiaries or assets of significance other than
cash and cash equivalents and whose shares were previously traded
on the Official List. A transfer of listing segment to a Standard
Listing took effect on 30 October 2019.
Following the Purchase today, Richard Griffiths (via his
controlled undertaking Blake) now holds 31,182,297 Hardy Shares and
Intra-Group Transfer, representing approximately 42.27% of the
existing issued share capital, and voting rights, of Hardy.
Rule 9 of the Takeover Code requires that where a shareholder,
together with persons acting in concert with them, has an interest
of less than 30 per cent of a company's voting share capital, and
then acquires an interest in further shares such that their
shareholding is equal or greater than 30 per cent, they are then
required to make a mandatory cash offer for the entire issued share
capital not already owned by them and persons acting in concert
with them.
As a result of the Purchase by Blake today, and pursuant to Rule
9 of the Takeover Code, Blake is required to make a mandatory offer
for the Hardy Shares not already held by it or by persons acting in
concert with it.
4. Information on Hardy
Hardy was incorporated in the Isle of Man with registered number
087462C in 1977, originally under the name Jehan Energy Limited,
and with the purpose of developing an oil and gas exploration and
production business in India. In 1999 the Company acquired HEPI and
the Company was subsequently renamed Hardy Oil & Gas Limited in
2001 and converted to a public company on 31 May 2005. On 7 June
2005, the Hardy Shares were admitted to trading on AIM of the
London Stock Exchange. On 20 February 2008 the Hardy Shares were
admitted to the Official List and to trading on the Main Market of
the London Stock Exchange for listed and simultaneously trading in
Hardy Shares on AIM ceased. On 1 October 2019, the Company
announced that shareholder approval had been given at the general
meeting that day for the proposed sale of HEPI for a consideration
of US$8.75 million and to the transfer of listing segment of its
shares on the Official List from a Premium Listing to a Standard
Listing. The sale of HEPI was subsequently completed on 2 October
2019 and the transfer of listing segment to a Standard Listing took
effect on 30 October 2019.
Hardy's registered office is First Names House, Victoria Road,
Douglas, Isle of Man, IM2 4DF and its chairman is Alasdair Locke;
its executive director is Richard Galvin, with Peter Milne as a
non-executive director.
Hardy is, following the sale of HEPI, a "cash shell" and no
longer has any subsidiaries or assets of significance other than
cash and cash equivalents. The directors of Hardy have stated that
Hardy intends to use its cash resources for the purposes of
acquiring or establishing a company, business or asset that
operates in the resources sector or other industries should an
appropriate investment opportunity present itself. Hardy's
directors now intend to carry out a strategic review of the types
of investments it will consider and will not take any further steps
in relation to any investments it plans to make without first
consulting with shareholders.
The audited consolidated financial statements of Hardy for the
period 1 April 2018 to 31 March 2019 can be found on Hardy's
website at www.hardyoil.com. As disclosed in its audited results
for the year ended 31 March 2019, Hardy reported US$ nil revenues
and a loss after tax of US$56.3 million for that year and had net
assets of US$1.56 million at 31 March 2019. The sale of HEPI was
subsequently completed on 2 October 2019 for a consideration of
US$8.75 million.
5. Information on Blake
Blake was incorporated in Jersey on 14 August 2013 as a private
limited company with registered number 113725 for the purpose of
holding and managing investments within its investment portfolio.
Blake's share capital is owned as to 50.1% by Richard Griffiths and
as to 49.9% by Mr Griffiths' wife, Sally Griffiths.
Blake's registered office is at Kensington Chambers, 46/50
Kensington Place, St Helier, Jersey JE1 1ET and its directors are
Richard Griffiths and Michael Bretherton.
Richard Griffiths is (through his interest in Blake) the largest
shareholder of Hardy and is the chairman and founder of ORA
Limited. He is also chairman of Sarossa Plc. Richard has had a long
career founding, running, investing in and advising growth
companies. Previously, he was founder and executive chairman of The
Evolution Group PLC, a diversified financial group, taking it from
start up to FTSE 250 membership within 5 years. Richard
subsequently went on to become founder and chairman of ORA Capital
Partners Plc in 2006 and later distributed the company's profits
and assets back to shareholders in 2013, before setting up ORA
Limited in Jersey in 2014. In addition, Richard has been a venture
or strategic investor in many successful private and listed UK and
International companies.
Michael Bretherton is the chief executive officer of Sarossa
Plc. He is also chairman of Adams Plc and is a director of ORA
Limited. In addition, Mr Bretherton has been a director of seven
other AIM quoted companies during the last ten years, including
DeepMatter Group Plc, Nanoco Group Plc, Ceres Power Holdings Plc
and Tissue Regenix Group Plc. He has a degree in Economics from
Leeds University and is a member of the Institute of Chartered
Accountants in England and Wales. His early career included working
as an accountant and manager with PriceWaterhouse for seven years
in London and the Middle East.
6. Intentions of Blake
Following completion of the Offer, Blake will propose that one
of its directors, Michael Bretherton, is appointed as a
non-executive director of Hardy. The stated existing strategy
intention of Hardy is to use its cash resources, as enlarged by the
proceeds of the cash consideration received from the HEPI sale, for
the purposes of acquiring or establishing a company, business or
asset that operates in the resources sector or other industries
should an appropriate investment opportunity present itself. Blake
will not change that strategy but intends to work with the
management team of Hardy to carry out a review of the type of
business or asset it will consider, as well as the deployment of
cash resources in the meantime in order to generate a level of
return on capital including by way short term investment in quoted
stocks.
Hardy is a 'cash shell' and does not have any offices other than
leased offices located in Aberdeen. Prior to its sale of HEPI,
Hardy employed five individuals in management and administration of
the continuing parent company operations, one of whom resigned and
left subsequent to completion of the HEPI sale. The review by Blake
will also focus on ensuring that the cost base and balance of
management skills of Hardy is appropriate for the reduced size of
the Company following the HEPI sale and is likely to involve some
immaterial reduction to the number of Hardy's employees and to
directors remuneration and will include the closing of its legacy
Aberdeen headquarters.
It is Blake's intention that Hardy will cancel the Standard
Listing of the Hardy Shares by giving 20 Business Days' notice to
the FCA as required by the Listing Rules.
Hardy has no research and development functions; this will not
change following the Purchase. Blake has no intention of making any
material change to the conditions of employment, balance of skills
and functions other than set out in the Blake review statement
above. In addition, Blake has no intention of making any changes to
employer contributions into Hardy's pension schemes, the accrual of
benefits for existing members and the admission of new members. It
also has no intention of redeploying the fixed assets of Hardy.
Subject to the findings of the review by Blake, and except for
the consolidation of Hardy into Blake's group, Blake does not
believe that the Offer will affect its business in any material
way.
7. Hardy Shares to which the Offer relates
The Offer shall extend to all Hardy Shares not already owned by
Blake or any person acting in concert with it, which represent
approximately 57.73% of Hardy's existing issued ordinary share
capital.
In addition, the Offer shall extend to any Hardy Shares which
are unconditionally allotted or issued and fully paid (or credited
as fully paid) on or before the date on which the Offer closes as
to acceptances (or such earlier date as Blake may, subject to the
Takeover Code, decide).
8. Financing of the Offer
The Offer will be financed from the existing cash resources of
Blake.
SPARK Advisory Partners Limited, as financial adviser to Blake,
is satisfied that sufficient cash resources are available to Blake
to satisfy the cash consideration payable to Hardy Shareholders in
the event of full acceptance of the Offer.
9. Disclosure of interests in Relevant Securities in Hardy
In this section, "Relevant Securities" means Hardy Shares and
securities convertible into, or rights to subscribe for, options
(including traded options) in respect thereof and derivatives
referenced thereto.
The interests of Blake in Relevant Securities of Hardy as at the
date of this announcement are as follows:
Name Number of Hardy Percentage of Hardy
Shares Shares
Blake Holdings
Limited 31,182,297 42. 27%
Save for the interests of Blake as described above, neither
Blake nor any person acting in concert with Blake has any interest
in, or right to subscribe for, any Relevant Securities of Hardy, or
any short positions (whether conditional or absolute and whether in
the money or otherwise), including any short position under a
derivative, any agreement to sell or any delivery obligation or
right to require another person to purchase or take delivery.
Neither Blake nor any of its associates has procured any
irrevocable commitment or letter of intent in respect of any
relevant securities of Hardy.
Neither Blake nor any person acting in concert with Blake has
borrowed or lent any relevant securities.
There are no arrangements of the kind referred to in Note 6(b)
to Rule 8 of the Takeover Code or Note 11 to the definition of
"acting in concert" in the Takeover Code which exist between Blake
or any associate of Blake and any other person in relation to any
Relevant Securities of Hardy.
Furthermore, save as disclosed in this announcement, no
arrangement exists with Blake in relation to Relevant Securities.
For these purposes, an "arrangement" includes any indemnity or
option arrangement, any agreement or any understanding, formal or
informal, of whatever nature, relating to Relevant Securities which
may be an inducement to deal or refrain from dealing in such
securities. For the purposes of this paragraph 9, the terms
"associate" and "interest" have the same meanings as defined in the
Takeover Code.
10. Opening position disclosure
Blake confirms that it will make an Opening Position Disclosure,
setting out the details required to be disclosed by it under Rule
8.1(a) of the Takeover Code by no later than 12 noon on 9 December
2019.
11. Further terms and condition of the Offer
The Offer is to be effected by means of a takeover offer within
the meaning of Part 28 of the 2006 Act.
The Offer will be subject to the further terms set out in this
announcement and to the full terms and condition to be set out in
the Offer Document and, in respect of Hardy Shares held in
certificated form, the Form of Acceptance.
The Offer and acceptances will be governed by English law and
will be subject to the jurisdiction of the English courts. The
Offer will be subject to the applicable requirements of the
Takeover Code and the Listing Rules.
12. The Purchase
Full details of the Purchase of Hardy Shares by Blake from
Universities Superannuation Scheme Limited on the date of this
announcement are as follows:
Date Number of Price Total
Hardy per consideration
Shares Hardy for purchase
purchased Share
by Blake
25 9,179,163 5 GBP458,958.15
November pence
2019
13. Overseas Hardy Shareholders
The availability of the Offer to Hardy Shareholders who are not
resident in the UK may be affected by the laws and/or regulations
of their relevant jurisdiction. Therefore, such persons should
inform themselves about and observe any applicable legal or
regulatory requirements in their jurisdiction.
Further details in relation to overseas Hardy Shareholders will
be set out in the Offer Document. If you are in any doubt, you
should consult your professional adviser in the relevant
jurisdiction without delay.
14. Documents on display
Copies of this announcement will, by no later than 12 noon on
the Business Day following the date of this announcement, be
published on Blake's website at www.blake.je and will be available
for inspection on such website until the end of the Offer
Period.
Copies of further announcements and other documents in
connection with the Offer will, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, be made
available on Blake's website by no later than 12 noon (London time)
on the Business Day following the date of the relevant announcement
or document, pursuant to Rule 26.1 of the Takeover Code.
The contents of the website referred to in this announcement are
not incorporated into, and do not form part of, this
announcement.
15. Requesting hard copy documents
Pursuant to Rule 30.3 of the Takeover Code, a person so entitled
may request a copy of this announcement in hard copy form by
contacting SPARK Advisory Partners Limited on +44 (0) 20 3368 3550.
A person may also request that all future documents, announcements
and information to be sent to that person in relation to the Offer
should be in hard copy form. For persons who receive a copy of this
announcement in electronic form or via a website notification, a
hard copy of this announcement will not be sent unless so
requested.
16. Expected timetable
It is intended that the Offer Document containing further
details of the Offer and the Form of Acceptance will be despatched
to Hardy Shareholders (other than to persons in a Restricted
Jurisdiction) no later than 28 days after the date of this
announcement (unless agreed otherwise with the Panel).
17. General
Your attention is drawn to the further information contained in
the Appendices, which form part of, and should be read in
conjunction with, this announcement.
Please be aware that addresses, electronic addresses and certain
other information provided by Hardy Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from Hardy may be provided to Blake
during the course of the Offer Period as required under Section 4
of Appendix 4 of the Takeover Code.
Enquiries:
SPARK Advisory Partners Limited
(Financial adviser to Blake)
Telephone: 020 3368 3550
Name Matt Davis
Name James Keeshan
Blake: Telephone: 01534 719761
Richard Griffiths, Director
Michael Bretherton, Director
IMPORTANT NOTICE
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO
SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES
OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION,
NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES
REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY
MEANS OF THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS AND
CONDITIONS OF THE OFFER, AND IN THE CASE OF HARDY SHARES HELD IN
CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN
RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE
INFORMATION CONTAINED IN THE OFFER DOCUMENT. SHAREHOLDERS ARE
ADVISED TO READ THE OFFER DOCUMENT CAREFULLY, ONCE IT HAS BEEN
DESPATCHED.
SPARK Advisory Partners Limited ("SPARK"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting as financial adviser exclusively for Blake and
no-one else in connection with the matters referred to in this
announcement and will not regard any other person as its client in
relation to such matters and will not be responsible to anyone
other than Blake for providing the protections afforded to clients
of SPARK, nor for providing advice in relation to any matter
referred to in this announcement.
The Blake Direct Directors accept responsibility for the
information contained in this announcement relating to Blake, save
that the only responsibility accepted by the Blake Directors in
respect of the information in this announcement relating to Hardy,
which has been compiled from published sources, is to ensure that
such information has been correctly and fairly reproduced and
presented. To the best of the knowledge and belief of the Blake
Directors (who have taken all reasonable care to ensure that such
is the case), the information contained in this announcement for
which they accept responsibility is in accordance with the facts
and does not omit anything likely to affect the import of such
information.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas jurisdictions
The release, publication or distribution of this announcement
in, and the availability of the Offer to persons who are residents,
citizens or nationals of, jurisdictions other than the United
Kingdom may be restricted by laws and/or regulations of those
jurisdictions. Therefore, any persons who are subject to the laws
and regulations of any jurisdiction other than the United Kingdom
should inform themselves about and observe any applicable
requirements in their jurisdiction. Any failure to comply with the
applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction. In particular, copies
of this announcement and any formal documentation relating to the
Offer are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Unless otherwise permitted by
applicable law and regulation, the Offer may not be made, directly
or indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.
This announcement has been prepared for the purpose of complying
with English law, the Takeover Code and the Listing Rules, and
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside of England and Wales.
Forward-looking statements
This announcement, including the information included in this
announcement, contains certain forward-looking statements. The
forward-looking statements contained herein include statements
about the expected timing and scope of the Offer, and all other
statements in this announcement other than historical facts. These
statements are based on the current expectations and are naturally
subject to uncertainty and changes in circumstances.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "budget",
"schedule", "forecast", "project", "goal", "believe", "hope",
"aims", "continue", "will", "may", "should", "would", "could",
"subject to", or other words of similar meaning. By their nature,
forward-looking statements involve known and unknown risks and
uncertainties, because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results, outcomes and developments
to differ materially from those expressed in, or implied by, such
forward-looking statements and such statements are therefore
qualified in their entirety by the risks and uncertainties
surrounding these future expectations. Many of these risks and
uncertainties relate to factors that are beyond the entities'
ability to control or estimate precisely, such as, but not limited
to, general business and market conditions both globally and
locally, political, economic and regulatory forces, industry trends
and competition, future exchange and interest rates, changes in
government and regulation including in relation to health and
safety, the environment, labour relations and tax rates and future
business combinations or dispositions. Although it is believed that
the expectations reflected in such forward-looking statements are
reasonable, Blake cannot give any assurance, representation or
guarantee that such expectations will prove to have been correct
and such forward-looking statements should be construed in light of
such factors and you are therefore cautioned not to place reliance
on these forward-looking statements which speak only as at the date
of this announcement. Blake assumes no obligation to update or
correct the information contained in this announcement (whether as
a result of new information, future events or otherwise), except as
required by applicable law or regulation.
No profit forecasts
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for Hardy for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for Hardy.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the Offer Period and, if later, following the
announcement in which any securities exchange offeror is first
identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) Hardy and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10(th) Business Day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th Business Day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
Hardy or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of Hardy or of any securities exchange offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of Hardy or of any securities exchange offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) Hardy and (ii) any
securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 pm (London time) on the Business Day following the date
of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Takeover Code.
Opening Position Disclosures must also be made by Hardy and by
any offeror and Dealing Disclosures must also be made by Hardy, by
any offeror and by any persons acting in concert with any of them
(see Rules 8.1, 8.2 and 8.4 of the Takeover Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44 (0)
20 7638 0129 if you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure.
Purchases outside the Offer
Blake or its nominees or brokers (acting as agents) may purchase
Hardy Shares otherwise than under the Offer, such as in the open
market or through privately negotiated purchases. Such purchases
shall comply with the Takeover Code and the rules of the London
Stock Exchange.
Publication on website
A copy of this announcement and other documents in connection
with the Offer will, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, be made available on
Blake's website at www.blake.je by no later than 12 noon (London
time) on the Business Day following the date of the relevant
announcement or document, pursuant to Rule 26.1 of the Takeover
Code. The contents of the website referred to in this announcement
are not incorporated into, and do not form part of, this
announcement.
Appendix 1
Further terms of the Offer
Part A: Condition
The Offer is subject to valid acceptances of the Offer being
received (and not, where permitted, withdrawn) by no later than
1.00 p.m. (London time) on the first closing date of the Offer (or
such later time(s) and/or date(s) as Blake may, in accordance with
the Takeover Code or with the consent of the Panel, decide) in
respect of such number of Hardy Shares which, when aggregated with
the Hardy Shares held by Blake (and any persons acting in concert
with it) at the date of the Offer and any Hardy Share acquired or
agreed to be acquired by Blake or any person acting in concert with
Blake on or after such date, carry more than 50 per cent. of the
voting rights then normally exercisable at a general meeting of
Hardy including for this purpose any such voting rights attaching
to Hardy Shares that are unconditionally allotted or issued before
the Offer becomes or is declared unconditional as to acceptances
whether pursuant to the exercise of any outstanding subscription or
conversion rights or otherwise.
The Offer extends to all existing issued Hardy Shares (other
than the Hardy Shares held by Blake) and will extend to any further
Hardy Shares which are unconditionally allotted or issued and fully
paid before the Offer closes.
Part B: Further terms of the Offer
1. The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
2. The Hardy Shares which are the subject of the Offer will be
acquired, fully paid, free from all liens, charges, encumbrances,
rights of pre-emption and any other third party rights of any
nature whatsoever and together with all rights now or hereafter
attaching thereto, including the right to receive and retain in
full all dividends and other distributions, if any, declared, made
or paid after the date hereof.
3. Blake reserves the right to reduce the Offer consideration by
the amount of any dividend (or other distribution) which is paid or
becomes payable by Hardy to the holders of Hardy Shares.
4. The Offer will comply with the provisions of the Takeover
Code. The Offer and any acceptances under it will be governed by
English law and be subject to the jurisdiction of the courts of
England.
Appendix 2
Definitions
The following definitions apply throughout this announcement
unless the context requires otherwise:
2006 Act the Companies Act 2006, as amended from
time to time.
AIM the AIM market of London Stock Exchange
plc.
Blake Blake Holdings Limited, a company incorporated
in Jersey under the Companies (Jersey)
Law 1991 (as amended) with Jersey registered
number 113725.
Blake Directors the directors of Blake, being Richard
Griffiths and Michael Bretherton.
Business Day a day (excluding Saturdays, Sundays and
public holidays) on which banks are open
for business in the City of London.
concert party or has the same definition as in the Takeover
acting in concert Code.
FCA the UK Financial Conduct Authority.
First Closing Date the date which falls 21 days after the
posting of the Offer Document.
Form of Acceptance the of acceptance and authority relating
to the Offer to be despatched to Hardy
Shareholders with the Offer Document.
FSMA the Financial Services and Markets Act
2000, as amended, modified or re-enacted
from time to time.
Hardy (or the Company) Hardy Oil & Gas plc, a company incorporated
in the Isle of Man with registered number
087462C.
Hardy Shares the existing issued or unconditionally
allotted and paid (or credited as fully
paid) ordinary shares of US$0.01 each
in the capital of Hardy and any further
shares which are unconditionally allotted
or issued fully paid (or credited as fully
paid) on or prior to the date on which
the Offer closes (excluding, for the avoidance
of doubt, treasury shares).
Hardy Shareholders the holders of Hardy Shares
HEPI Hardy Exploration & Production Inc., previously
a wholly owned subsidiary of Hardy.
Listing Rules means the rules and regulations made the
UK Listing Authority under Part VI of
FSMA, and contained in the UK Listing
Authority's publication of the same name
(as amended from time to time).
London Stock Exchange the London Stock Exchange Plc.
Offer the mandatory cash offer by Blake to acquire
the Hardy Shares not held by Blake on
the terms to be set out in the Offer Document
including, where the context requires,
any subsequent revision, variation, extension
or renewal of such offer.
Offer Document the formal document to be sent to Hardy
shareholders setting out the full terms
of the Offer and, where appropriate, any
other document(s) containing terms and
conditions of the Offer constituting the
full terms and conditions of the Offer.
Offer Period the offer period (as defined in the Takeover
Code) relating to the Company that commenced
on 25 November 2019 and ending on the
earlier of the date on which the Offer
becomes or is declared unconditional as
to acceptances and/or the date on which
the Offer lapses or is withdrawn (or such
other date as the Panel may decide).
Official List the Official List maintained by the Financial
Conduct Authority pursuant to Part VI
of FSMA.
Panel the Panel on Takeovers and Mergers.
Relevant Securities has the meaning given in the section of
this announcement headed "Disclosure of
interests in Relevant Securities in Hardy".
Restricted Jurisdiction subject always to the requirements of
Rule 23.2 of the Takeover Code in relation
to the distribution of offer documentation
to jurisdictions outside the UK, any jurisdiction
where extension of the Offer would violate
the law of that jurisdiction.
Standard Listing listing of shares on the "Standard Listing"
segment of the Official List.
Takeover Code the City Code on Takeovers and Mergers,
as amended from time to time.
UK Listing Authority means the FCA acting in its capacity as
the authority for listing in the UK
US$ United States dollars, the lawful currency
of the United States of America.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPQELFLKFFLFBE
(END) Dow Jones Newswires
November 25, 2019 11:33 ET (16:33 GMT)
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