Lapsing of Scheme & End of offer period
Summary by AI BETAClose X
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 SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE
31 March 2026
RECOMMENDED CASH ACQUISITION
of
DELTIC ENERGY PLC ("Deltic" or the "Company")
by
ROCKROSE ENERGY LIMITED ("Viaro Bidco")
(A WHOLLY-OWNED SUBSIDIARY OF VIARO ENERGY LIMITED)
to be effected by means of a scheme of arrangement under
Part 26 of the Companies Act 2006
Lapsing of Scheme
End of offer period
Further to the Company's previous announcements, Deltic and Viaro Bidco today confirm that the recommended cash offer for the entire issued and to be issued ordinary share capital of Deltic (the "Acquisition") is to lapse following 11.59 p.m. today.
The Acquisition was to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") which was approved by Deltic shareholders on 28 August 2025.
The Acquisition is conditional on various conditions that were set out in Part 3 (Conditions to the Scheme and the Acquisition) of the Scheme Document.
As stated in the Company's previous announcements, Deltic and Viaro Bidco have been awaiting the consent of the North Sea Transition Authority (the "NSTA"), the UK regulator focused, among other areas, on oil and gas exploration and production activities in the UK's North Sea, to a change in control of the North Sea exploration licences (the "Licences") held by Deltic (the "Change in Control Consent"). The Licences are the only material assets which Deltic owns and the consent of the NSTA is therefore considered to be of material significance to Viaro Bidco in the context of the Acquisition.
Paragraph 1 of Part A of Part 3 (Conditions to the Scheme and the Acquisition) of the Scheme Document provided that the Acquisition is conditional upon the Scheme becoming unconditional and becoming Effective, subject to the Takeover Code (the "Code"), by not later than the long stop date by which the Scheme had to complete (the "Long Stop Date").
Paragraph 3 of Part A of Part 3 of the Scheme Document, sets out conditions that relate to, among other things, regulatory clearances, including in paragraph 3.3 the condition that all necessary Authorisations for the proposed Acquisition to acquire any shares or other securities in, or control of, Deltic by any member of the Wider Viaro Group having been obtained from all necessary Third Parties. In this regard, the NSTA is considered to be a necessary Third Party (as defined in the Scheme Document) and the Change in Control Consent is considered to be a necessary Authorisation (as defined in the Scheme Document).
Receipt of the Change in Control Consent remains outstanding and further given that the NSTA has not provided a hard stop deadline to make its decision, the Deltic Board has now concluded that it will not be received in the foreseeable future and that the ongoing delay and uncertainty has the potential to jeopardise the Deltic business. This has resulted in the Deltic Board electing not to further extend the Long Stop Date which, following the announcement of 3 December 2025 therefore remains 11.59 p.m. on 31 March 2026 (the "Final Long Stop Date").
Viaro Bidco has informed Deltic that it does not wish to waive the condition set out in in paragraph 3.3 of Part A of Part 3 of the Scheme Document which would have allowed it to proceed with the Acquisition without the Change of Control Consent.
Given that the condition set out in paragraph 3.3 of Part A of Part 3 of the Scheme Document will not be satisfied on or before the Final Long Stop Date, the condition in Paragraph 1 of Part A of Part 3 in relation to the Scheme becoming unconditional and becoming Effective, subject to the Code, by not later than the Long Stop Date will not be satisfied and the Scheme will lapse.
As of 1 April 2026, Deltic will no longer be considered to be in an "offer period" as defined in the Code and the requirement to make disclosures under Rule 8 of the Code will cease.
The Deltic Board will now consider all other options for the Company. Deltic is funded for working capital purposes into the second half of 2026.
Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Scheme Document published on 25 July 2025. All references to times in this Announcement are to London, United Kingdom times unless stated otherwise.
**ENDS**
Enquiries:
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Deltic |
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Andrew Nunn Sarah McLeod
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+44 207 887 2630 |
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Allenby Capital (Rule 3 Adviser, Nominated Adviser and Financial Adviser to Deltic) |
+44 203 328 5656
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David Hart Alex Brearley
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Viaro Bidco |
+44 203 826 4800 |
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Francesco Mazzagatti
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Hannam & Partners (Financial Adviser to Viaro Bidco) |
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Samuel Merlin Neil Passmore |
+44 207 907 8500
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Important notices about financial advisers
H & P Advisory Limited, trading as Hannam & Partners, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Viaro Bidco and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Viaro Bidco for providing the protections afforded to clients of Hannam & Partners nor for providing advice in relation to the subject matter of this announcement. Neither Hannam & Partners nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Hannam & Partners in connection with this announcement, any statement contained herein or otherwise.
Allenby Capital Limited, which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser to Deltic and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Deltic for providing the protections afforded to clients of Allenby Capital nor for providing advice in connection with the matters referred to herein. Neither Allenby Capital nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Allenby Capital in connection with this announcement, any statement contained herein, any offer or otherwise.
Further Information
This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer to sell or an invitation to purchase any securities; a solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities.
The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and publication of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.
This Announcement does not constitute a prospectus or prospectus equivalent document.
Overseas jurisdictions
The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom, may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Announcement comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.
Copies of this Announcement must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction, and persons receiving this Announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such Restricted Jurisdiction
Forward-looking statements
This Announcement (including information incorporated by reference in this announcement) and other information published by Viaro Bidco or Deltic may contain statements about Viaro Bidco and Deltic 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", "shall", "should", "anticipates", "estimates", "projects", "is subject to", "budget", "scheduled", "forecast" 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 (iii) the effects of government regulation on Viaro Bidco's or Deltic's business.
Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Viaro Bidco and Deltic about future events, and are therefore subject to 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, including: changes in the global, political, social, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates, future business combinations or disposals, changes in the behaviour of market participants, the speculative nature of oil and gas exploration, fluctuations in demand and pricing in the oil and gas exploration industry and risks and hazards associated with the business of oil and gas exploration. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in light of such factors. Neither Viaro Bidco nor Deltic, nor any of their respective associates or directors, officers 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. 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 any member of the Viaro Group or the Deltic Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.
Viaro Bidco and Deltic expressly disclaim any obligation to update any forward-looking or other statements contained herein, except as required by applicable law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.
Publication on a website
A copy of this Announcement will be available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Deltic's website at https://delticenergy.com/disclaimer/ by no later than 12.00 noon (London Time) on the Business Day following the publication of this Announcement.
General
If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
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