Publication of Scheme Doc. & Notices of Meetings

RNS Number : 5608V

Hurricane Energy PLC

06 April 2023

 

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 OR REGULATIONS OF THAT JURISDICTION.

RECOMMENDED ACQUISITION
of
Hurricane Energy plc ("Hurricane")
by
Prax Exploration & Production PLC ("Prax")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006

6 April 2023

Publication of Scheme Document and Notices of Meetings

On 16 March 2023, the boards of directors of Hurricane and Prax announced that they had reached agreement on the terms of a recommended acquisition of the entire issued, and to be issued, share capital of Hurricane by Prax (the "Acquisition") to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). 

Publication and posting of the Scheme Document

Hurricane is pleased to announce that a circular in relation to the Scheme (the "Scheme Document") setting out, among other things, a letter from the Chairman of Hurricane, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by Hurricane Shareholders will be published today on Hurricane's website at https://www.hurricaneenergy.com/investors/formal-sale-process and Prax's microsite at https://www.prax.com/offer-for-hurricane-energy-plc . 

Hard copies of the Scheme Document (or, depending on Hurricane Shareholders' communication preferences, a letter or email giving details of the website where the Scheme Document may be accessed), Forms of Proxy for the Court Meeting and the General Meeting and the Form of Election are today being sent to Hurricane Shareholders and, for information only, to persons with information rights.

Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document.

Action required

As further detailed in the Scheme Document, in order to become Effective, the Scheme will require, among other things, that the requisite majority of: (i) eligible Scheme Shareholders vote in favour of the Scheme at the Court Meeting; and (ii) eligible Hurricane Shareholders vote in favour of the Resolutions at the General Meeting.  The Scheme must be sanctioned by the Court.  The Scheme is also subject to the satisfaction or waiver of the Conditions and further terms that are set out in the Scheme Document. 

Notices convening the Court Meeting and General Meeting are set out in the Scheme Document, both of which will be held at The Science Room, Royal Society of Chemistry, Burlington House, Piccadilly, London, W1J 0BA on 4 May 2023.  The Court Meeting will start at 10.00 a.m. and the General Meeting at 10.15 a.m. (or as soon thereafter as the Court Meeting shall have been concluded or adjourned). 

Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Scheme Shareholders before the Meetings, including through Hurricane's website at https:// www.hurricaneenergy.com/investors and by announcement through a Regulatory Information Service.

Scheme Shareholders and Hurricane Shareholders are encouraged to submit proxy appointments and instructions for the Court Meeting and the General Meeting as soon as possible using any of the methods set out in the Scheme Document.  Scheme Shareholders and Hurricane Shareholders are also encouraged to appoint the Chair of the relevant Meeting as their proxy.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of Scheme Shareholders.   Hurricane Shareholders are therefore strongly urged to complete, sign and return your Forms of Proxy by post (or transmit a proxy appointment and voting instruction online via Computershare's online facility or through the CREST electronic proxy appointment service) as soon as possible.

Recommendation

The Hurricane Directors, who have been so advised by Stifel as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable.  In providing its financial advice to the Hurricane Directors, Stifel has taken into account the commercial assessments of the Hurricane Directors.  Stifel is providing independent financial advice to the Hurricane Directors for the purposes of Rule 3 of the Code.

The Hurricane Directors consider that the terms of the Acquisition are in the best interests of Hurricane Shareholders as a whole.  Accordingly, the Hurricane Directors unanimously recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and Hurricane Shareholders vote in favour of the Resolutions proposed at the General Meeting, as the Hurricane Directors who hold Hurricane Shares have irrevocably undertaken to do in respect of their own beneficial holdings (or those Hurricane Shares over which they have control).

Information for Hurricane Shareholders

If you have any questions about this announcement, the Scheme Document, the Court Meeting or the General Meeting, or are in any doubt as to how to complete the Forms of Proxy or to submit your proxies electronically or online, please contact Hurricane's registrars, Computershare, by calling the Shareholder Helpline on 0370 707 1733.  Lines are open between 8.30 a.m.  and 5.30 p.m.  Monday to Friday (except public holidays in England and Wales).  Please use the country code when calling from outside the UK.  Calls from outside the UK will be charged at the applicable international rate.  Different charges may apply to calls from mobile telephones.  Please note that calls may be monitored or recorded and Computershare cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice. 

Timetable

The Scheme Document contains a current expected timetable of principal events relating to the Scheme, which is also set out in the Appendix below. 

The Scheme remains conditional on the approval of the requisite majority of eligible Scheme Shareholders at the Court Meeting and the requisite majority of eligible Hurricane Shareholders at the General Meeting.  The Scheme is also subject to satisfaction (or, where applicable, waiver) of the other Conditions set out in the Scheme Document, including approval from the NSTA and approval under the NSIA, and the approval of the Court.  The Scheme is expected to become Effective in Q2 2023.  The  Scheme  will  become  Effective  upon  a  copy  of  the  Court  Order  being delivered to the Registrar of Companies for registration.

It is intended that following the Scheme becoming Effective, the London Stock Exchange will be requested to cancel trading of Hurricane Shares on AIM.  Such cancellation is expected to take effect shortly following the Scheme becoming Effective.

APPENDIX

Expected timetable of principal events

Event	Expected time / date(1)
Publication of the Scheme Document	6 April 2023
Latest time for lodging proxies for the: Court Meeting (BLUE form) General Meeting (YELLOW form)	10.00 a.m.  on 2 May 2023(2) 10.15 a.m.  on 2 May 2023(3)
Voting Record Time	6.00 p.m.  on 2 May 2023(4)
Court Meeting	10.00 a.m.  on 4 May 2023
General Meeting	10.15 a.m.  on 4 May 2023(5)
The following dates will be determined by the date of satisfaction of the Conditions; please see note (6) below.
Last time for receipt of Form of Election and settlement of TTE Instructions	1.00 p.m.  on D-3 Business Days
Court Sanction Hearing	A date expected to fall before the end of Q2 2023 ("D")
Last day for dealings in, and for the registration of transfer of, Hurricane Shares	6.00 p.m.  on D
Scheme Record Time and record date for the Special Dividends	6.00 p.m.  on D
Disablement in CREST of Hurricane Shares	6.00 p.m.  on D
Effective Date of the Scheme(7)	D+1 Business Day
Cancellation of admission to trading of Hurricane Shares on AIM	by no later than 7.30 a.m. on D+2 Business Days
Latest date for despatch of cheques and crediting of CREST accounts and processing electronic transfers for cash consideration due under the Scheme and payment of the Special Dividends	within 14 days of the Effective Date
Latest date for despatch of certificates in respect of DCUs to each DCU Holder	within 14 days of the Effective Date
Long Stop Date(8)	31 December 2023

(1)  The dates and times given are indicative only and are based on current expectations and are subject to change (including as a result of changes to the regulatory timetable).

References to times are to London, United Kingdom time unless otherwise stated.  If any of the times and/or dates above change, the revised times and/or dates will be notified to Hurricane Shareholders by announcement through a Regulatory Information Service.

(2)  It is requested that BLUE Forms of Proxy for the Court Meeting be lodged not later than 48 hours prior to the time appointed for the Court Meeting or, if the Court Meeting is adjourned, 48 hours prior to the time fixed for any adjourned Court Meeting (excluding any part of such 48 hour period falling on a day that is not a working day).  If the BLUE Form of Proxy for the Court Meeting is not lodged by 10.00 a.m.  on 2 May 2023, it may be presented in person to the Computershare representative who will be present at the Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment thereof).

(3)  In order to be valid, the YELLOW Forms of Proxy for the General Meeting must be lodged not later than 10.15 a.m.  on 2 May 2023 or, if the General Meeting is adjourned, 48 hours prior to the time fixed for the adjourned General Meeting (excluding any part of such 48 hour period falling on a day that is not a working day).

(4)  If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.00 p.m.  on the day which is two Business Days prior to the date of the adjourned Meeting.

(5)  To commence at 10.15 a.m.  or as soon thereafter as the Court Meeting concludes or is adjourned.

(6)  The following dates and times associated with the Scheme are subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, and the date on which the Court sanctions the Scheme.  Hurricane will give adequate notice of any changes to these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Hurricane's website at https://www.hurricaneenergy.com/investors.  Further updates and changes to these times will be notified in the same way.  See also note (1).

(7)  Hurricane expects that, subject to the satisfaction (or, where applicable, waiver) of the Conditions in Part III (Conditions to the Implementation of the Scheme and Further Terms of the Acquisition) of the Scheme Document, the Scheme will become Effective before the end of June 2023.

(8)  This is the latest date by which the Scheme may become Effective.  However, the Long Stop Date may be extended to such later date as may be agreed by Hurricane and Prax (with the Panel's consent and as the Court may approve (if such consent and/or approval is required)) or if the Panel requires an extension to the Long Stop Date pending final determination of an issue under section 3(g) of Appendix 7 of the Code.

This announcement does not contain inside information.

Contacts:

Hurricane Energy plc   Antony Maris, Chief Executive Officer  [e-mail]	[phone]
Stifel Nicolaus Europe Limited Financial Adviser, Nominated Adviser & Joint Corporate Broker to Hurricane Callum Stewart / Jason Grossman	[phone]
Investec Bank plc   Joint Corporate Broker to Hurricane Chris Sim / Charles Craven / Jarrett Silver	[phone]
Vigo Consulting Public Relations Adviser to Hurricane Patrick d'Ancona / Ben Simons  [e-mail]	[phone]
Prax Alessandro Agostini, Head of Exploration and Production (Care of Camarco)	[phone]
Gneiss Energy Limited Financial Adviser to Prax Jon Fitzpatrick / Paul Weidman	[phone]
Camarco Public Relations Adviser to Prax Billy Clegg / Georgia Edmonds / Violet Wilson / Hugo Liddy [e-mail]	[phone]

Dentons UK & Middle East LLP is providing legal advice to Hurricane. Pinsent Masons LLP is providing legal advice to Prax and the Prax Group.

Important Notices

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Hurricane and no one else in connection with the Acquisition, the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Hurricane for providing the protections afforded to clients of Stifel or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein. 

Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Hurricane and no one else in connection with the Acquisition, the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Hurricane for providing the protections afforded to clients of Investec or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein. 

Gneiss Energy Limited ("Gneiss"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Prax and no one else in connection with the Acquisition, the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Prax for providing the protections afforded to clients of Gneiss or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.

Further information

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise.  The Acquisition will be made solely by means of the Scheme Document (or any document by which the Acquisition is made) which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.  Any decision in respect of, or otherwise in response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or any other document by which the Acquisition is made). 

The release, publication or distribution of this announcement in, into or from certain jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions.  Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements.  Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction.  To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.  This announcement does not constitute an offer or invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

All shareholders, particularly Overseas Shareholders, should consult their own legal and tax advisers with regard to the legal and tax consequences of the Scheme to their particular circumstances.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The availability of the Acquisition to Hurricane Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens.  Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.  In particular, the ability of persons who are not resident in the United Kingdom to vote their Hurricane Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located.  Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdictions.  To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

It is the responsibility of each Overseas Shareholder to obtain any governmental, exchange control or other consents which may be required, or to ensure the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

Unless otherwise determined by Prax and Hurricane or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.  Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.  Doing so may render invalid any related purported vote in respect of the Acquisition.  If the Acquisition is implemented (with the consent of the Panel) by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover 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 Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The Acquisition shall be subject to, among other things, the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.

Notice to Hurricane Shareholders in the United States

Hurricane Shareholders in the United States should note that the Acquisition relates to the securities of a company incorporated in England and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales.  The Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with the laws of England and Wales and UK procedural and disclosure requirements, which differ from the disclosure requirements, style and format of US proxy solicitation or tender offer rules.  A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act").  If, in the future, Prax exercises its right to implement the Acquisition by way of a Takeover Offer in lieu of the Scheme, such offer will be made in compliance with applicable United States laws and regulations, including, without limitation, any applicable exemptions under the US Exchange Act and, subject, in the case of participation by Hurricane Shareholders resident in the United States, to the availability of an exemption (if any) from the registration requirements under the US Securities Act of 1933 (the "US Securities Act") and the securities laws of any state or other jurisdiction of the United States.

The financial information with respect to Hurricane included in the Scheme Document and other documentation related to the Acquisition has been or will have been prepared in accordance with IFRS and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The Deferred Consideration Units to be issued under the Scheme have not been and will not be registered under the US Securities Act, or under any laws of any securities regulatory authority of any state other jurisdiction of the United States and may only be offered or sold in the United States in reliance on an exemption from the registration requirements of the US Securities Act.  Neither this announcement nor the Scheme Document shall constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Deferred Consideration Units in any state of the United States in which such offer, solicitation or sale would be unlawful prior to qualification under the securities laws of any such state.  The Deferred Consideration Units are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof.  Hurricane Shareholders (whether or not US persons) who are or will be affiliates (within the meaning of the US Securities Act) of Hurricane prior to, or of Prax after, the Effective Date will be subject to certain US transfer restrictions relating to the Deferred Consideration Units received pursuant to the Scheme as further described in Part IX (Additional Information for Overseas Shareholders) of the Scheme Document.

For the purpose of qualifying for the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) with respect to the Deferred Consideration Units, the Court will be advised that its sanctioning of the Scheme will be relied on as an approval of the Scheme following a hearing on its fairness to Hurricane Shareholders, at which hearing all such Hurricane Shareholders are entitled to attend in person, by authorised representative, by proxy or through counsel, to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all such Hurricane Shareholders.

A Hurricane Shareholder who is an "affiliate" (within the meaning of the US Securities Act) of Hurricane prior to, or of Prax after, the Effective Date, will receive "restricted securities" as defined in Rule 144 under the US Securities Act.  Under applicable US federal securities laws, persons who are or will be "affiliates", within the meaning of the US Securities Act may not resell the Deferred Consideration Units received as a result of the Scheme without registration under the US Securities Act, except pursuant to the applicable resale provisions of Rule 144 under the US Securities Act or another applicable exemption from registration or in a transaction not subject to registration (including a transaction that satisfies the applicable requirements of Regulation S under the US Securities Act).  "Affiliates" of a company are generally defined as persons who directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, that company.  Whether a person is an affiliate of a company for purposes of the US Securities Act depends on the circumstances, but affiliates can include certain officers, directors and significant shareholders.  Persons who believe they may be affiliates should consult their own legal advisers before any sale of securities received in the Scheme.

None of the securities referred to in this announcement or the Scheme Document have been approved or disapproved by the US Securities Exchange Commission or any US state securities commission, nor have any such authorities passed judgment upon the fairness or the merits of the Acquisition or determined if the Scheme Document is accurate or complete.  Any representation to the contrary is a criminal offence in the United States.

It may be difficult for US Shareholders to enforce their rights and claims arising out of US federal securities laws, since Hurricane and Prax are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States.  US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws.  Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

The receipt of cash or Deferred Consideration Units pursuant to the Scheme by US Shareholders as consideration for the transfer of its Hurricane Shares pursuant to the Scheme will likely be a disposal for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws.  Each Hurricane Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to such US Shareholder.

If Prax were to elect to implement the Acquisition by means of a Takeover Offer, in accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, the Prax Group, certain affiliated companies and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Hurricane Shares outside the United States, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn.  If such purchases or arrangements to purchase were to be made, they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act.  Any information about such purchases will be disclosed as required in the United Kingdom, will be reported via a Regulatory Information Service of the London Stock Exchange and available on the London Stock Exchange website at: www.londonstockexchange.com.

Forward looking statements

This announcement (including information incorporated by reference in this announcement), oral statements regarding the Acquisition and other information published by Prax, the Prax Group, Hurricane or the Hurricane Group contains statements about Prax, the Prax Group, Hurricane and the Hurricane Group that are or may be deemed to be forward-looking statements.  All statements other than statements of historical facts included in this announcement may be forward-looking statements.  Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "would", "could", "anticipates", "estimates", "projects" or "strategy" or words or terms of similar substance or the negative thereof, are forward-looking statements.  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 the Prax Group or the Hurricane Group's operations following the Acquisition; and (iii) the effects of government regulation on the Prax Group's or the Hurricane Group's business.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions.  They are not guarantees of future performance.  Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions.  Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements.  These factors include, but are not limited to, the satisfaction of the conditions to the Acquisition, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees and success of business and operating initiatives.  Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof.  All subsequent oral or written forward-looking statements attributable to Prax or any of its members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.  Each of Prax and Hurricane disclaims any obligation to update any forward-looking or other statements contained herein, except as required by applicable law.

No Profit Forecasts or Estimates

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 Hurricane for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Hurricane.

Dealing and Opening Position Disclosure Requirements of the Code

Under Rule 8.3(a) of the 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 Document 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) of the Code 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 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, save to the extent that these details have previously been disclosed under Rule 8 of the Code.  A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code 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 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 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.  If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Publication on Website and Availability of Hard Copies

This announcement and the documents required to be published pursuant to Rule 26.1 of the Code and pursuant to Rule 26 of the AIM Rules for Companies will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Hurricane's website at www.hurricaneenergy.com and Prax's microsite at https:// www.prax.com/offer-for-hurricane-energy-plc/ by no later than 12.00 noon (London time) on 11 April 2023.

Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.

In accordance with Rule 30.3 of the Code, you may request a hard copy of this announcement by contacting Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6AH, Telephone: [phone].  You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition 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.  Such persons may also request that all future documents, announcements and information in relation to the Acquisition be sent to them in hard copy form.

Information relating to Hurricane Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Hurricane Shareholders, persons with information rights, and other relevant persons for the receipt of communications from Hurricane may be provided to Prax during the Offer Period as required under Section 4 of Appendix 4 of the Code in order to comply with Rule 2.11(c) of the Code.

 

END

 

 

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