TIDMHDY
RNS Number : 7456X
Hardy Oil & Gas plc
23 December 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
23 December 2019
Hardy Oil and Gas plc
("Hardy", the "Company")
POSTING OF RESPONSE TO OFFER DOCUMENT
Hardy Oil and Gas plc ("Hardy" or the "Company") announces that
it has today posted to shareholders its circular (the "Circular")
regarding the mandatory offer (the "Offer") made by Blake Holdings
Limited ("Blake").
The letter from the Chairman of the Company is extracted in full
below.
The Circular is available to view at www.hardyoil.com.
Hardy Oil and Gas plc 012 2461 2900
Richard Galvin, Executive Director
Tavistock 020 7920 3150
Simon Hudson
Nick Elwes
Arden Partners 020 7614 5900
Ciaran Walsh
Paul Shackleton
Victoria Hodge
Introduction
The Directors of the Company believe that the Offer of 5 pence
per Ordinary Share materially undervalues the intrinsic worth of
the Company which has a Net Asset Value of approximately 10.9 pence
per Ordinary Share as at 30 November 2019. However, the Directors
also consider the risks associated with Blake's position as a
Controlling Shareholder of the Company along with the limited
liquidity in the Company's Ordinary Shares anticipated following
the Delisting to be significant. Shareholders should therefore
consider these factors and the other information contained in this
announcement and the Circular before making any decision in
relation to the Offer. This announcement and the Circular sets out
the background to and the matters taken into account by the
Directors in reaching the conclusions set out below.
SHAREHOLDERS SHOULD READ THE CIRCULAR IN ITS ENTIRETY AND TAKE
INDEPENT FINANCIAL ADVICE IN RESPECT OF THEIR PERSONAL FINANCIAL
CIRCUMSTANCES BEFORE DECIDING WHAT ACTION, IF ANY, TO TAKE.
Background to the Offer
On 2 October 2019, the Company completed the sale of HEPI, its
wholly owned subsidiary, to Invenire for gross consideration of
$8.75 million ("HEPI Sale"). As a result of the HEPI Sale, the FCA
determined that the Company would no longer meet the eligibility
requirements of the Listing Rules for a Premium Listing and
required the Company, at the same time as the Company sought
Shareholder consent for the HEPI Sale, to seek Shareholder approval
for the transfer of its listing on the London Stock Exchange from
the Premium Listing segment to the Standard Listing segment of the
Official List ("Transfer of Listing"). The FCA also required that
both of the Company resolutions to approve the HEPI Sale and to
approve the Transfer of Listing, be inter-conditional, meaning that
unless Shareholders approved the Transfer of Listing, the Company
would remain the owner of HEPI. For the reasons set out in the
Circular to Shareholders dated 22 August 2019 ("HEPI Circular"),
the Board unanimously believed that the HEPI Sale was in the best
interests of the Company and the Shareholders and accordingly
recommended that Shareholders vote in favour of both Shareholder
resolutions at the HEPI EGM. As set out below and as highlighted in
the HEPI Circular, a Standard Listing offers Shareholders fewer
protections than a Premium Listing.
On 25 November 2019, Blake (a controlled undertaking of Richard
Griffiths) announced that it had purchased 9,179,163 Ordinary
Shares at a price of five pence per Ordinary Share from a single
shareholder, Universities Superannuation Scheme Limited
("Purchase"). The Purchase settled on 27 November 2019.
Immediately prior to the Purchase, Richard Griffiths had an
interest in a total of 22,003,134 Ordinary Shares. This included
250,000 Ordinary Shares held in his own name, 571,055 Ordinary
Shares held by Blake, and 21,182,079 Ordinary Shares held by
Serendipity Capital Limited (a controlled undertaking of Richard
Griffiths). In addition, on 25 November 2019 Richard Griffiths
carried out an intra-group transfer of his interests in Hardy so
that all of his Ordinary Shares held in Hardy are now held directly
by Blake ("Intra-Group Transfer").
Following the Purchase and the Intra-Group Transfer, Blake holds
31,182,297 Ordinary Shares, representing 42.27 per cent. of the
existing issued Ordinary Share capital, and voting rights, of
Hardy.
Rule 9 of the Takeover Code requires that where any person
acquires, whether by a series of transactions over a period of time
or not, an interest in shares which (taken together with shares in
which persons acting in concert with him are interested) carry 30
per cent. or more of the voting rights of a company, such person is
required to make a mandatory cash offer for the entire issued share
capital not already owned by that person and persons acting in
concert with him. 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 ("Offer") for the Ordinary Shares not
already held by Blake, at a price of five pence per Ordinary 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 the Rule 2.7
Announcement).
Details of the Offer were set out in the offer document sent to
the Shareholders on 13 December 2019 ("Offer Document").
The Company's Directors views on the Offer Price
The Directors believe that the Offer, which values the entire
issued and to be issued share capital of Hardy at approximately
GBP3.688 million (approximately $4.813 million), materially
undervalues Hardy's intrinsic worth.
The Offer Price of five pence per Ordinary Share represents:
-- a discount of approximately 54 per cent. to the Net Asset
Value of 10.9 pence per Ordinary Share as at 30 November 2019;
-- a discount of approximately 15 per cent. to the Closing Price
of 5.75 pence per Ordinary Share on 22 November 2019 (being the
last Business Day prior to the commencement of the Offer Period);
and
-- a discount of approximately 17 per cent. to the Closing Price
of 6 pence per Ordinary Share on 20 December 2019 (being the last
Business Day prior to this announcement).
-- the minimum price Blake could have offered under the Takeover
Code, being the price per Ordinary Share paid by Blake to
Universities Superannuation Scheme Limited.
Blake has stated in its Offer Document that the Offer Price will
not be increased. In accordance with Rule 32.2 of the Code, Blake
is prohibited (save in wholly exceptional circumstances), from
increasing the Offer Price. Therefore, in the opinion of the
Directors, it is highly improbable that the Offer Price will be
increased.
Should Blake obtain sufficient acceptances for the Offer to
become unconditional, it is the intention of Alasdair Locke and
Peter Milne, the present non-executive Directors, to voluntarily
resign from the Board. As stated in the Offer Document, Blake
proposes to appoint one of its directors, Michael Bretherton, as a
non-executive director of the Company. Shareholders should however
note that given Blake's current holding of 42.2 per cent. of the
Company's Ordinary Shares, Blake has sufficient control so as to
enable it to take action with a high degree of probability of
success, to appoint new directors to the Board or remove Directors
in order to gain control of the Board.
The Directors do not believe that the Offer appropriately
recognises the prospects of Hardy particularly in light of the cash
in the business.
Following the completion of the HEPI Sale, the Board has
commenced a strategic review of the types of investments it will
consider to deploy the Company's funds in future. The Directors
have had some very early discussions with third parties regarding
the future intentions and prospects of the Company but have not
deemed these to be sufficiently advanced to make any determination
in respect thereof.
Risks associated with Blake
Current position
As a result of the Purchase, Blake is now a Controlling
Shareholder of the Company with a shareholding of 42.27 per cent.
of the Ordinary Shares and Blake could make further purchases in
the market during the Offer Period at or below the Offer Price.
Following completion of the HEPI Sale, and for the reasons
explained in the paragraph above titled 'Background to the Offer',
the Company's Ordinary Shares were moved from trading on the
Premium Listing segment to the Standard Listing segment of the
Official List. The Standard Listing segment offers reduced
protections for Shareholders including, without limitation, the
following:
-- no shareholder approval required for cancellation of listing
of Hardy's Ordinary Shares on the Official List - this means that
the Company can elect to delist from the Standard List with a
majority Board decision and the appropriate notification filed with
the FCA;
-- no requirements for relationship agreements for Controlling
Shareholders pursuant to Listing Rule 9.2.2AD(R) - this means that
Controlling Shareholders are not required to sign an agreement
stating that they will conduct transactions with the company on
normal commercial terms, take any action preventing the Company
from complying with its obligations under the Listing Rules or
propose a shareholder resolution intended to circumvent the proper
application of the Listing Rules, which could be detrimental to
minority Shareholders of the Company.
-- no shareholder approval is required for transactions where
any percentage ratio of shares being acquired or disposed of is 25
per cent. or more (defined as Class 1 transactions in the Listing
Rules) pursuant to Listing Rule 10 - this means that the Company
has greater flexibility to make acquisitions and disposals without
the requirement of Shareholder consent; and
-- no requirement to comply with the related party transaction
rules pursuant to Listing Rule 11 - this means there are no Listing
Rule 11 safeguards against a related party from taking advantage of
its position to the detriment of the Company and Shareholders.
The Company has sought to secure a relationship agreement with
Blake which would serve to moderate Blake's ability to influence
and control the Company, however, Blake has not agreed to enter
into such agreement.
The Offer Document states that 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.
Although Blake has not expressed an intention to, it could use
its voting influence, being 42.27 per cent. of Hardy, to take
actions that may be to the potential detriment of other
Shareholders. More specifically, in respect of any special
resolution put to Shareholders, Blake has a sufficient holding to
block any special resolution put to Shareholders.
In practice, it may also be able to pass or block Ordinary
resolutions which require a 50 per cent. majority, if a relatively
small percentage of all the other Shareholders on the register did
not vote, which could be a risk for a shareholders' meeting of a
Public Company.
Position if Blake holds in excess of 50 per cent. of the
Ordinary Shares
In the event that the Offer is accepted by Shareholders holding
in aggregate over 5,699,721 Ordinary Shares (being 7.73 per cent.
of the existing issued share capital of Hardy), the Offer will
become unconditional. In these circumstances, Blake will hold over
50 per cent. of the voting rights of the Company which gives it
statutory control. Blake has stated its intention to procure that
the Company applies to the London Stock Exchange for the
cancellation of the Standard Listing of Ordinary Shares on the Main
Market ("Delisting"). Shareholders should read the paragraph titled
'Consequences for Shareholders of a Delisting' for further details.
Blake could be in a position to alter the strategic direction of
the Company's business and take other actions. These actions could
include, but are not limited to, changing the board of the Company,
encumbering the Company with onerous debt or selling management
services to the Company, which might permanently impair value for
minority Shareholders.
Blake has stated in its Offer Document that it intends to
utilise the existing cash resources of the Company to generate a
level of return on capital including short term investments in
quoted stocks. The Board of Hardy believes that this short-term
investment strategy potentially represents a risk that the
Company's capital could be impaired as a result of poor investment
performance, although if successful, a better return than on cash
may be achieved.
Shareholders should also be aware that, in the event that Blake
holds in excess of 50 per cent. of the Ordinary Shares following
completion of the Offer, Blake will be able to put and pass any
ordinary resolution tabled at a general meeting. Therefore,
minority Shareholders will not be able to influence the passing of
any such resolution and Blake will also be able to block,
unilaterally, any ordinary resolution proposed by the Directors.
Additionally, in the event Blake holds in excess of 75 per cent. of
the Ordinary Shares following completion of the Offer, Blake would
be able to put and pass special resolutions acting alone and so the
resultant lack of influence for other minority Shareholders, would
extend to special resolutions.
Consequences for Shareholders of a Delisting
A company comprising only cash such as Hardy is attractive to
businesses seeking a public listing, particularly in current
difficult equity capital markets. Blake has stated an intention to
Delist the Company's Ordinary Shares on the Official List. As the
Company has a Standard Listing on the Main Market, there is no
requirement for Shareholder approval for the Delisting.
The Board believes that, while the cancellation of Hardy's
listing on the Main Market as mentioned above will save costs in
the short term, it is not in the best interests of the
Shareholders, for the following reasons:
-- it will significantly reduce the liquidity and marketability
of any Ordinary Shares held by Shareholders who have not accepted
the Offer, prejudicing their ability to realise (or have access to
a readily available valuation of) their investment in the
Company;
-- Shareholders who have not accepted the Offer will own shares
in an unlisted company, and will not benefit from the protection
afforded to them under the Listing Rules and the regulatory
oversight currently provided by the FCA; and
-- because Blake will control sufficient voting rights to block
special resolutions of the Company, any Shareholders who have not
accepted the Offer will have limited ability to influence the
affairs of the Company by the exercise of their voting rights, and
will have only limited statutory protection against the conduct of
the Company's affairs in a manner that is unfairly prejudicial to
their interests.
The Company's Directors' views on the effect of the
implementation of the Offer on the Company's interests, employees
and locations
The Code requires the Directors to give their views on the
effect of the implementation of the Offer on all of the Company's
interests, including, specifically, employment and their views on
Blake's strategic plans for the Company and their likely
repercussions on the employment and the locations of the Company's
places of business. In fulfilling these obligations, the Directors
can only comment on the details provided in the Offer Document, in
doing so, they have considered Part 6 of the Offer Document.
The Directors note Blake's intention not to change the Board's
investment strategy but to work with the Board and Hardy's
management team to continue its strategic review of the type of
business or asset the Company will consider investing in as well as
the deployment of cash resources in the meantime in order to
generate a level of return on capital. The Board notes the
statements relating to focussing any strategic review on ensuring
that the cost base and balance of management skills of Hardy is
appropriate for the reduced size of the Company following the sale
of HEPI as detailed in paragraph 4 of part 6 of the Offer Document.
The Offer Document further states that there is likely to be an
immaterial reduction to the number of Hardy employees and to the
amount of directors' remuneration. As set out in the Offer
Document, Blake also intends to close Hardy's Aberdeen office. The
Directors do not believe that there is scope to make such
reductions to the Company given that the employees of the Company
comprise the Executive Director and a part-time administrative
assistant. Furthermore, the premises in Aberdeen are the Company's
only offices.
The Directors also note that Blake has only had access to and
reviewed publicly available information on the Company.
Accordingly, given that there remains significant work to be
undertaken in order for Blake and the Company to finalise the
strategic investment review of the Company's business, the Board is
unable to express a more detailed opinion on the impact of the
Offer on the Company's management, employees and locations of
business.
Current trading of the Company
As announced on 2 October 2019, the Company sold HEPI to
Invenire for gross cash consideration of $8.75 million. The cash
proceeds from the HEPI Sale were added to the Company's existing
cash balance and so, as at 30 November 2019, the Company's Net
Asset Value was $10.471 million which comprised of cash and
short-term investments of approximately $10.529 million (GBP8.067
million).
Following completion of the HEPI Sale, the Company was required
to transfer its listing on the London Stock Exchange from a Premium
Listing segment to a Standard Listing segment following completion
of the HEPI Sale.
Recommendation of the Hardy Board
The Offer values the Company's issued share capital at GBP3.688
million (approximately $4.813 million), which is materially below
the Company's cash and short-term investments of GBP8.067 million
(approximately $10.529 million) and NAV of GBP8.023 (approximately
$10.471 million). However, the Directors consider the risks
associated with Blake being a Controlling Shareholder as well as
the limited liquidity anticipated post Delisting, to be very
significant.
In the opinion of the Directors, the decision as to whether or
not to accept the Offer is essentially a personal one for
Shareholders, as, given the absence of any immediate prospect to
sell their Ordinary Shares once the Offer closes, they must balance
their desire for a cash realisation now or in the immediate
foreseeable future, against the substantial discount to the Net
Asset Value of approximately 10.9 pence per Ordinary Share (as at
30 November 2019) being offered and the potential benefits of the
investment strategy of Blake as described above.
Accordingly, the Directors are unable to give a recommendation
to accept or reject the Offer.
Therefore, having been so advised by Arden, the Directors
recommend that Shareholders carefully consider their own individual
circumstances in determining whether or not they should accept the
Offer. In providing its advice to the Directors, Arden has taken
into account the Directors' commercial assessments.
Richard Galvin does not intend to accept the Offer. Peter Milne
and Alasdair Locke, who hold 1,517,728 Ordinary Shares, in
aggregate, intend to accept the Offer in the event that the Offer
is declared unconditional.
Shareholders should consider carefully the information set out
above in making a decision as to whether to accept the Offer. If
they are in any doubt about the action that they wish to take in
respect of the Offer, they should consult an independent financial
adviser without delay.
Further information
Shareholders should read the circular in its entirety which
provides additional information on the matter referred to above.
Please also refer to the Company website where additional
documentation can be found.
DEFINITIONS
The definitions set out below apply throughout this announcement
and the Circular, unless the context requires otherwise:
2018 Annual Report the Company's annual report for the
financial year ended 31 March 2018
including the audited financial statements
for the financial year ended 31 March
2018;
2019 Annual Report the Company's annual report for the
financial year ended 31 March 2019
including the audited financial statements
for the financial year ended 31 March
2019;
acting in concert with a party means any such person
acting or deemed to be acting in concert
with that party for the purposes of
the Code and/or the Offer. Persons
who will be presumed to be acting in
concert with other persons in the same
category include:
(A) a company, its parent, subsidiaries
and fellow subsidiaries, and their
associated companies, and companies
of which such companies are associated
companies, all with each other (for
this purpose ownership or control of
20 per cent. or more of the equity
share capital of a company is regarded
as the test of associated company status);
(B) a company with any of its directors
(together with their close relatives
and related trusts);
(C) a company with any of its pensions
schemes and the pension schemes of
any company covered in (A);
(D) a fund manager (including an exempt
fund manager) with any investment company,
unit trust or other person whose investments
such fund manager manages on a discretionary
basis, in respect of the relevant accounts;
and
(E) connected advisers (and persons
controlling, controlled by or under
the same control as such connected
advisers) with their clients;
Arden Arden Partners plc, independent financial
adviser to the Company;
Articles of Association the articles of association of the
Company for the time being;
Blake Blake Holdings Limited, a private limited
company incorporated under the laws
of Jersey, Channel Islands with registered
number 113725 and whose registered
office is at Kensington Chambers, 46/50
Kensington Place, St Helier, Jersey
JE1 1ET;
Board the board of directors of the Company;
Business Day a day (other than a Saturday, Sunday
or public holiday) on which banks are
generally open for business in London
other than solely for trading and settlement
in GBP;
CEO the former chief executive officer
of the Company;
Chairman chairman of the Board;
Closing Price the closing middle market quotations
of a share derived from the Daily Official
List;
Code or Takeover Code The City Code on Takeovers and Mergers;
connected adviser includes an organisation which: (i)
is advising Blake or (as the case may
be) Hardy in relation to the Offer;
(ii) is a corporate broker to Blake
or (as the case may be) Hardy; or (iii)
is advising a person acting in concert
with Blake or (as the case may be)
Hardy in relation to the Offer or in
relation to the matter which is the
reason for that person being a member
of the concert party;
control an interest or interests in shares
carrying in aggregate 30 per cent.
or more of the voting rights attributable
to the share capital of a company which
are currently exercisable at a general
meeting, irrespective of whether the
holding or holdings gives de facto
control;
Controlling Shareholder has the same meaning as in the Listing
Rules;
Company or Hardy Hardy Oil and Gas plc, a public limited
company incorporated in Isle of Man,
with registered number 087462C;
dealing includes: (i) the acquisition or disposal
of relevant securities, of the right
(whether conditional or absolute) to
exercise or direct the exercise of
the voting rights attaching to relevant
securities or of general control of
relevant securities; (ii) the taking,
granting, acquisition, disposal of,
entering into, closing out, termination,
exercise (by either party) or variation
of an option (including a traded option
contract) in respect of any relevant
securities; (iii) subscribing or agreeing
to subscribe for relevant securities;
the exercise or conversion, whether
in respect of any new or existing securities,
or any relevant securities carrying
conversion or subscription rights;
(v) the acquisition, disposal of, entering
into, closing out, exercising (by either
party) of any rights under, or variation
of, a derivative referenced, directly
or indirectly, to relevant securities;
(vi) entering into, terminating or
varying the terms of any agreement
to purchase or sell relevant securities;
and (vii) the redemption or purchase
of, or taking or exercising of any
option over, and of its relevant securities
by Hardy; and (viii) any other action
resulting, or which may result, in
an increase or decrease in the number
of relevant securities in which a person
is interested or in respect of which
he has a short position;
Dealing Disclosure has the same meaning as in Rule 8 of
the Code;
Delisting has the meaning set out in paragraph
5 of Part I of the Circular;
derivative includes any financial product the
value of which, in whole or in part,
is determined directly or indirectly
by reference to the price of an underlying
security;
Director(s) the directors of the Company whose
names are set out at paragraph 2 of
Part II (Additional Information) of
the Circular;
disclosure date means 20 December 2019, being the latest
practicable date before publication
of the Circular;
Disclosure Guidance and Transparency the transparency rules made by the
Rules FCA for the purpose of Part 6 of FSMA;
Executive Director Richard Galvin;
exempt fund manager means a person who manages investment
accounts on a discretionary basis and
is recognised by the Panel as an exempt
fund manager for the purposes of the
Code;
FCA or Financial Conduct the UK Financial Conduct Authority
Authority or its successor from time to time;
First Closing Date being 7 January 2020;
Form of Acceptance the form of acceptance and authority
for use by Shareholders holding Ordinary
Shares in certificated form in connection
with the Offer;
FSMA the Financial Services and Markets
Act 2000, as amended, modified or re-enacted
from time to time;
HEPI Circular means the circular posted to shareholders
on 22 August 2019 by the Company in
respect of the HEPI Sale and including
notice of the HEPI EGM;
HEPI EGM means the Extraordinary General Meeting
of the Company held on 2 October 2019
at which resolutions approving: (a)
the HEPI Sale; and (b) the Transfer
of Listing were approved by Shareholders;
HOEC Hindustan Oil Exploration Company Limited,
a public company limited by shares
incorporated in the Republic of India
with Corporate Identification Number
(CIN) L11100GJ1996PLC029880 and whose
registered office is at 'HOEC House',
Tandalja Road, Off Old Padra Road,
Vadodara - 390020. Gujarat, India;
a person has an interest securities if he has a long economic
or is interested in relevant exposure, whether absolute or conditional,
securities to changes in the price of those securities
(but not if he only has a short position
in such securities) and in particular
if: (i) he owns them; (ii) he has the
right (whether conditional or absolute)
to exercise or direct the exercise
of the voting rights attaching to them
or has general control of them; (iii)
by virtue of any agreement to purchase,
option or derivative, he: (A) has the
right or option to acquire them or
call for their delivery; or (B) is
under an obligation to take delivery
of them, whether the right, option
or obligation is conditional or absolute
and whether it is in the money or otherwise;
or (iv) he is party to any derivative:
(I) whose value is determined by reference
to their price; and (II) which results,
or may result, in his having a long
position in them;
Invenire Invenire Energy Private Limited, a
company limited by shares incorporated
in India under the provisions of the
Companies Act, 2013, with Corporate
Identification Number U74999TN2016PTC112345
and having its registered office at
Meridian House, No. 121/3, TTK Road,
Alwarpet, Chennai - 600 018, India;
Latest Practicable Date or 20 December 2019, being the latest
LPD practicable date prior to publication
of the Circular;
Listing Rules the listing rules made by the FCA under
Section 73A FSMA;
London Stock Exchange or the London Stock Exchange plc or its
LSE successor(s);
Main Market the main market of the LSE;
Market Abuse Regulation or Regulation (EU) No 596/2014 of the
MAR European Parliament and of the Council
of 16 April 2014 on market abuse (market
abuse regulation);
Net Asset Value or NAV the Net Asset Value of the Company
as calculated in a accordance with
the Company's accounting practices;
Offer has the meaning set out in paragraph
2 of Part I of the Circular;
Offer Document has the meaning set out in paragraph
2 of Part I of the Circular;
Offer Period the period commencing on 25 November
2019 and ending on the 21st day after
the date of publication of the Offer
Document or (if that day is a Saturday,
Sunday or public holiday) the next
succeeding business day (unless extended);
Offer Price five pence in cash, being the consideration
payable by Blake for each Ordinary
Share under the terms of the Offer;
Opening Position Disclosure means an announcement containing details
of interests or short positions in,
or rights to subscribe for, any relevant
securities of a party to the Offer
if the person concerned has such a
position;
Official List the Official List maintained by the
FCA pursuant to Part VI of FSMA;
Ordinary Shares ordinary shares of $0.01 each in the
share capital of the Company;
Panel means the Panel on Takeovers and Mergers;
Premium Listing a listing of shares on the "Premium
Listing (commercial company)" segment
of the Official List;
Registrar IQ EQ (Isle of Man) Limited;
Regulatory Information Service any of the services set out in Appendix
or RIS II to the Listing Rules;
relevant securities includes: (i) Ordinary Shares and any
other securities of Hardy conferring
voting rights; (ii) equity share capital
of Hardy; and (iii) securities of Hardy
carrying conversion or subscription
rights into any of the foregoing;
Restricted Jurisdiction subject always to the requirements
of Rule 23.2 of the 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;
Richard Griffiths a former direct Shareholder of the
Company and ultimate controller of
Blake;
Rule 2.7 Announcement means the announcement of a firm intention
to make an offer for the entire issued
and to be issued share capital of Hardy
pursuant to Rule 2.7 of the Code made
by Blake on 25 November 2019;
Shareholders the holders of Ordinary Shares and
"Shareholder" shall be construed accordingly;
Standard Listing a listing of shares on the "Standard
Listing" segment of the Official List;
Transfer of Listing means the transfer of the Company's
listing from a Premium Listing to a
Standard Listing as approved at the
HEPI EGM and which came into effect
on 31 October 2019;
UK Corporate Governance Code the UK Corporate Governance Code published
by the UK Financial Reporting Council;
Unapproved Share Option Scheme the unapproved share option scheme
adopted by the Company on 31 May 2005
under which the Company can grant options
over Ordinary Shares;
Universities Superannuation a former Shareholder who sold 9,179,163
Scheme Limited (being its entire holding of) Ordinary
Shares to Blake on 25 November 2019
at a price of five pence per Ordinary
Share; and
US or United States United States of America, its territories
and possessions, any State of the United
States of America and the District
of Columbia.
Important notices
Arden, which is authorised and regulated in the United Kingdom
by the FCA, is acting as Rule 3 adviser exclusively for Hardy and
for no one else in connection with the Offer and will not regard
any other person as its client in relation to the matters referred
to in this announcement and will not be responsible to anyone other
than Hardy for providing the protections afforded to clients of
Arden, nor for providing advice in relation to the Offer or any
other matter referred to in this announcement.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote or approval pursuant to the Mandatory Offer or otherwise, in
any jurisdiction in which such offer, invitation or solicitation is
unlawful. Hardy Shareholders are advised to read the Response
Circular carefully.
General
If you are in any doubt as to what action you should take, you
are recommended to seek your own advice immediately from your
stockbroker, bank manager, solicitor, accountant or other
independent financial adviser authorised under the Financial
Services and Markets Act 2000 if you are in the United Kingdom, or
from another appropriately authorised independent financial adviser
if you are in a territory outside the United Kingdom.
Overseas jurisdictions
The distribution of this announcement in jurisdictions other
than the United Kingdom and the ability of the Company's
Shareholders who are not resident in the United Kingdom to accept
the Offer may be affected by the laws of relevant jurisdictions.
Therefore, any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or Shareholders who are
not resident in the United Kingdom will need to inform themselves
about, and observe, any applicable legal or regulatory
requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
The Offer is not being, and will not be, made available,
directly or indirectly, in or into or by the use of the mails of,
or by any other means (including, without limitation, facsimile or
other electronic transmission, telex or telephone) or
instrumentality of inter-state or foreign commerce of, or any
facility of a national state or other securities exchange of any
Restricted Jurisdiction, unless conducted pursuant to an exemption
from the applicable securities laws of such Restricted Jurisdiction
and will not be capable of acceptance by any such use, means or
facility or from within any Restricted Jurisdiction.
Accordingly, copies of this announcement and all other documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction except
pursuant to an exemption from the applicable securities laws of
such Restricted Jurisdiction and persons receiving this
announcement (including, without limitation, agents, nominees,
custodians and trustees) must not distribute, send or mail it in,
into or from such jurisdiction. Any person (including, without
limitation, any agent, nominee, custodian or trustee) who has a
contractual or legal obligation, or may otherwise intend, to
forward this announcement and/or any other related document to a
jurisdiction outside the United Kingdom should inform themselves
of, and observe, any applicable legal or regulatory requirements of
their jurisdiction.
US investors
The Offer is being made for securities in a company incorporated
in England and Wales with a Standard Listing on the Main Market of
the London Stock Exchange and Shareholders in the United States
should be aware that this announcement and any other documents
relating to the Offer have been prepared in accordance with English
law, the Takeover Code, the Market Abuse Regulation and the
Disclosure Guidance and Transparency Rules, format and style, all
of which differ from those in the United States. All financial
information relating to Blake and Hardy that is included in this
announcement or any other documents relating to the Offer may not
be comparable to financial statements of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved the Offer,
or passed comment upon the adequacy or completeness of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
Forward-looking statements
This announcement, including information included or
incorporated by reference in this announcement, may contain
"forward-looking statements" concerning Hardy. All statements other
than statements of historical fact may be forward-looking
statements. Generally, the words "will", "may", "should",
"continue", "believes", "expects", "intends", "anticipates" or
similar expressions identify forward-looking statements. The
forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those
expressed in the forward-looking statements. Many of these risks
and uncertainties relate to factors that are beyond the relevant
persons' abilities to control or estimate precisely, such as future
market conditions and the behaviours of other market participants
and, therefore undue reliance should not be placed on such
statements, which speak only as of the date of this
announcement.
None of Hardy, Arden, nor any of their respective associates,
directors, officers, employees or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur.
Other than in accordance with its legal or regulatory
obligations, Hardy and Arden are not under any obligation and Hardy
and Arden expressly disclaims any intention or obligation to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
Except as expressly provided in this announcement, no
forward-looking or other statements have been reviewed by the
auditors of Hardy. All subsequent oral or written forward-looking
statements attributable to Hardy, or any of its associates,
directors, officers, employees or advisers, are expressly qualified
in their entirety by the cautionary statement above.
No profit forecasts or estimates
No statement in this announcement is intended to constitute a
profit forecast or estimate for any period, nor should any
statements be interpreted to mean that earnings or earnings per
share will necessarily be greater or less than those of the
preceding financial periods for Hardy.
Publication on website
This announcement, together with those documents listed in
paragraph 10 of Part II of the Circular, and all information
incorporated into this announcement by reference to another source,
will be available free of charge, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on
Hardy's website at http://www.hardyoil.com/, in each case until the
Offer closes. For the avoidance of doubt, except as expressly
provided in this announcement, the content of such website is not
incorporated into, and does not form part of, this
announcement.
Dealing and Opening Disclosure requirements of the Takeover
Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one 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) the offeree
company; 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 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (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 the offeree company 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 one per cent. or more of any class of
relevant securities of the offeree company, or of any securities
exchange offeror, must make a Dealing Disclosure if the person
deals in any relevant securities of the offeree company 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) the offeree company; and (ii) any
securities exchange offeror(s), 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 p.m. (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 the offeree company and
by any offeror and Dealing Disclosures must also be made by the
offeree company, 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 Takeover 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.
In accordance with, and to the extent permitted by, the Takeover
Code and normal UK market practice, Arden and its respective
affiliates will continue to act as exempt principal trader in
Ordinary Shares on the London Stock Exchange and engage in certain
other purchasing activities consistent with its normal and usual
practice and applicable law. To the extent required by the
applicable law (including the Takeover Code), any information about
such purchases will be disclosed on a next day basis to a
Regulatory Information Service including the Regulatory News
Service on the London Stock Exchange website,
www.londonstockexchange.com. To the extent that such information is
made public in the United Kingdom, this information will also be
deemed to be publicly disclosed in the United States.
Availability of hard copies
You may request hard copies of any document published on Hardy's
website in connection with the Offer by contacting Hardy's
registrar, IQ EQ (Isle of Man) Limited, First Names House, Victoria
Road, Douglas, Isle of Man, IM2 4DF or on telephone 01624 630630.
Calls cost standard network rates plus your phone company's access
charge. If you are outside the UK, please call +44 1624 630630.
Calls outside the UK will be charged at the applicable
international rate. Lines are open between 9.15 a.m. and 5.15 p.m.,
Monday to Friday excluding public holidays in England and Wales.
Alternatively you may submit a request in writing to the registered
office of Hardy at First Names House, Victoria Road, Douglas, Isle
of Man, IM2 4DF. You may also request that all future documents,
announcements, and information to be sent to you in relation to the
Offer should be in hard copy form.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Exchange Rates
In Part I (Letter from the Chairman) of this Circular, the
GBP:US dollar exchange rate used is 1.3051 being the spot rate
quoted by Bloomberg as at the close of business on the 20 December
2019.
Time
All references to time in this document are references to London
time unless otherwise stated.
-ends-
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
ODPFEWEEEFUSESE
(END) Dow Jones Newswires
December 23, 2019 02:00 ET (07:00 GMT)
Hardy Oil & Gas (LSE:HDY)
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부터 11월(11) 2024 으로 12월(12) 2024
Hardy Oil & Gas (LSE:HDY)
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부터 12월(12) 2023 으로 12월(12) 2024
