Conditional £140m Placing and Proposed Open Offer
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE.
31 July 2025
Rockhopper Exploration plc
("Rockhopper" or the "Company")
Conditional two tranche placing of new ordinary shares and warrants to raise up to approximately US$140 million to fund Phase 1 of Sea Lion
Proposed open offer of new ordinary shares
Rockhopper Exploration plc (AIM: RKH), the oil and gas company with key interests in the North Falkland Basin, is pleased to announce it has received firm commitments to raise up to approximately US$140 million (approximately £105 million), before expenses, by way of a conditional placing of up to 198,207,354 new Ordinary Shares and 49,551,833 Underwriting Warrants at an issue price of 53 pence[1] (the "Issue Price") comprising:
· a firm placing of 162,813,189 Firm Placing Shares and 40,703,294 Firm Underwriting Warrants to raise approximately US$115 million at the Issue Price, conditional upon inter alia the occurrence of a final investment decision in relation to Phase 1 of the development plan for the Company's Sea Lion field, to be effected using the authorities to issue and allot new shares granted to the Directors by Shareholders at the Company's annual general meeting held on 27 June 2025 (the "Firm Placing"); and
· a conditional placing of 35,394,165 Conditional Placing Shares and 8,848,539 Conditional Underwriting Warrants to raise approximately US$25 million at the Issue Price, conditional upon inter alia the passing of the Resolutions at a general meeting of the Company (the "General Meeting") and the occurrence of a final investment decision in relation to Phase 1 of the development plan for the Company's Sea Lion field (the "Conditional Placing" and, together with the Firm Placing, the "Placing").
Pursuant to the firm and conditional tranches of the Placing, each Placee will receive one Underwriting Warrant for every 4 Placing Shares subscribed for at the Issue Price upon completion of the Placing. Each Underwriting Warrant will give the holder the right to subscribe for one new Ordinary Share at a price of 80 pence[2] per Ordinary Share (the "Strike Price") at any time from the issue of the Underwriting Warrants up to (and including) 5.00 p.m. on the fourth anniversary of Admission (the "Warrant Exercise Period"). Members of the public are not entitled to participate in the Placing. The Placees include a combination of new Israeli based institutional investors as well as larger existing shareholders.
The Issue Price represents a discount of approximately 13.3 per cent. to the volume-weighted average price of 61.14 pence per Existing Ordinary Share for the 30-day period ended 30 July 2025.
The Company considers it important that existing Shareholders who are not participating in the Placing are given an opportunity to acquire new Ordinary Shares at 53 pence. The Company therefore confirms its intention to provide existing Shareholders with the opportunity to subscribe for new Ordinary Shares at 53 pence pursuant to an Open Offer to be announced on or around the date of Admission, which is currently expected to occur by the end of 2025. Pursuant to the Open Offer, the Company will seek to raise gross proceeds of up to €8 million (approximately US$9.2 million).
The making of the Open Offer is conditional upon the approval by Shareholders at the General Meeting. The Open Offer will include an excess application facility to enable Shareholders to apply for additional new Ordinary Shares in excess of their basic entitlements under the Open Offer. A circular setting out full details of the resolutions proposed in connection with the Conditional Placing and the Open Offer (the "Circular") is expected to be published on the Company's website and posted to Shareholders who have elected to receive hard copies of shareholder documentation as soon as practicable and in any event by no later than 31 August 2025.
Each Placee participating in the Placing has undertaken to the Company not to take up their respective Open Offer entitlements as a condition of their participation in the Placing.
The net proceeds of the Placing and Open Offer are expected to fund Rockhopper's proportion of the capex required for the Phase 1 development plan for the Sea Lion oil field in the North Falklands Basin ("Sea Lion"). The Phase 1 scope is over the northern development area of Sea Lion and is designed to recover 170 mmbbls of gross 2C resource through the drilling of seven oil producer wells, one gas injector and three water injector wells ("Phase 1 of the Sea Lion Development or "Phase 1"). Navitas Development and Production Ltd ("Navitas"), an indirect subsidiary of Navitas Petroleum LP, the operator of Sea Lion, estimates the total post-FID funding requirement as US$1.658 billion to the point of first oil production ("First Oil") and US$2.058 billion to project completion on Phase 1 of the Sea Lion Development. US$1 billion of the cost to project completion is expected to be funded through a senior secured debt financing package. The base equity requirement under the project financing to project completion, once all fees, interest charges, contingencies and post-First Oil revenues have been taken account of, is US$790 million. Under the previously disclosed loan agreements between Navitas and Rockhopper, the Rockhopper share of this is US$92 million. In addition, Rockhopper will need to provide for an additional US$10 million of cost overrun equity support, bringing the total Rockhopper project equity requirement to US$102 million. The remaining proceeds will go towards the contingent early project failure decommissioning funding requirement, which Rockhopper currently estimates its net cost to be approximately US$25 million, and other ongoing working capital requirements.
The Company expects that the proceeds of the Firm Placing will be sufficient for Rockhopper to take FID in respect of Phase 1 of the Sea Lion Development. Given the importance of the overall Sea Lion development to Rockhopper, the Board has concluded that it is prudent and in the best interests of all Shareholders to raise additional funds as described below in order to provide further financial flexibility and to ensure, in so far as is possible, that further equity raises should not be required between FID and project completion of Phase 1, subject to inter alia the risk factors and uncertainties described below.
The Board believes it could be possible to sanction the second phase of the Sea Lion Project relatively quickly after First Oil on Phase 1 depending on field performance, oil prices at the time, and various other project assumptions being positively met. Based on data contained in the senior debt lending case, it is currently envisaged that the second phase, and all subsequent phases, will be self-financing using excess cashflows once Phase 1 is on production.
The Company acknowledges that it is seeking to issue New Securities pursuant to the Firm Placing amounting to approximately 32% of its existing issued Ordinary Share capital on a non-pre-emptive basis pursuant to the arrangements described in this Announcement. The Company has sought to consult with its major institutional Shareholders ahead of the release of this Announcement. These Shareholders are supportive of the proposed structure, which has been chosen to maximise certainty of funding to ensure the Company is able to secure the critical equity funding it requires to take FID in respect of Phase 1 of Sea Lion, which the Board believes has the potential to deliver significant value to all Shareholders. The Board's unanimous view is that the Placing is in the best interest of Shareholders, and will promote the Company's long-term success.
Sam Moody, CEO of Rockhopper Exploration plc said:
"Having discovered Sea Lion some 15 years ago, we are obviously delighted to be able to announce this equity fundraise, which we are confident puts Rockhopper in the strongest possible position to take FID by the end of this year and to reach project completion of the first phase of Sea Lion with no additional equity dilution. We look forward to continuing to work with and support Navitas in its role as Operator in bringing Sea Lion onto production and finally crystalising the value in the asset for all of our stakeholders."
Placing Highlights
· Allocations of the New Securities have been determined by the Company in consultation with the Bookrunner, Canaccord Genuity Limited ("Canaccord").
· The Firm Placing is conditional upon, inter alia:
o the aggregate proceeds being raised pursuant to the Firm Placing amounting to at least US$100 million (the "Minimum Fundraise Amount");
o the payment by each of the Placees to Canaccord of their pro rata Firm Placing subscription monies, and such pro rata amounts being, in aggregate, not less than the Minimum Fundraise Amount;
o each of Navitas and the Company having made public announcements of a positive FID in
relation to Phase 1 by no later than 31 March 2026, such decision to be made by their respective boards of directors upon their satisfaction (acting in good faith) that, amongst other things, (a) Phase 1 has received all required regulatory consents and approvals and (b) the senior lender(s) in respect of the debt financing for Phase 1 have confirmed that the conditions to completing the debt financing have been satisfied save in respect of any condition relating to the release of the net proceeds of the Placing;
o the Placing Agreement becoming unconditional and not having been terminated by Canaccord in accordance with its terms; and
o Admission becoming effective by not later than 8.00 a.m. on the fifth Business Day following FID (or such later date as may be agreed by the Company and Canaccord).
· The Conditional Placing is conditional upon, inter alia, the Firm Placing conditions (other than Admission of the Firm Placing Shares) having been satisfied and the passing of the Resolutions at the General Meeting.
· The Firm Placing is not conditional upon the Conditional Placing or the Open Offer, but the Conditional Placing (and Open Offer) is conditional upon the Firm Placing.
· The Conditional Placing is not conditional upon the Open Offer, but the Open Offer will be conditional upon the Firm Placing and Conditional Placing.
· As the Firm Placing and Conditional Placing are both conditional upon, inter alia, the occurrence of FID, Placees have been required to place their Placing subscription monies in an Escrow Account managed by Law Debenture (the "Escrow Agent") pending satisfaction of the conditions to completion of the Placing.
· The issue of the New Securities (including the Placing Shares, the Underwriting Warrants and the Interest Shares) is to be effected by way of a non-pre-emptive cash box placing. Following the satisfaction or waiver (where applicable) of the conditions relating to the Placing, which the Company currently expects will occur by the end of 2025, the Company will allot and issue the New Securities on a non-pre-emptive basis to Placees in consideration for Canaccord transferring its holdings of redeemable preference shares and ordinary shares in a Jersey special purpose vehicle ("JerseyCo") to the Company. Accordingly, instead of receiving cash as consideration for the allotment and issue of the New Securities at completion of the Placing, the Company will own all of the issued ordinary shares and redeemable preference shares of JerseyCo, whose only asset will be its cash reserves, which will represent an amount approximately equal to the net proceeds of the Placing (net of any agreed commission and expenses) following the release of such amounts from the Escrow Account.
· Interest shall accrue on funds held in the Escrow Account at the applicable Escrow Agent rate in favour of Placees. Upon Admission, any interest that shall have accrued on the funds held in the Escrow Account shall be applied on Placees' behalf to take up New Ordinary Shares at the Issue Price (the "Interest Shares"), with such Interest Shares to be issued to Placees (together with the Placing Shares and Underwriting Warrants) on a pro rata basis in proportion to their respective contribution to the Placing Proceeds. In addition to the Interest Shares, each Placee shall be entitled to receive one further Underwriting Warrant for every 4 Interest Shares it receives.
· If FID does not occur by 31 March 2026, or the Placing Agreement is otherwise terminated in accordance with its terms and Admission does not occur, funds held in the Escrow Account (including any accrued interest) will be returned to Placees.
· If the Resolutions at the General Meeting are not passed, the Conditional Placing will not proceed and the Conditional Placing funds held in the Escrow Account (including any accrued interest) will be returned to Placees.
· Each Placee has executed a Placing Letter setting out the terms and conditions on which they participate in the Placing. Further details on the Placing Letters, including certain limited circumstances in which Placees shall be entitled to terminate their participation in the Placing pursuant to such Placing Letters, are set out below.
· At the Company's 2025 Annual General Meeting held on 27 June 2025, the Directors were granted authorities to allot shares or rights to subscribe for or to convert any security into shares under section 551 of the Act. This authority is sufficient to enable the Company to allot and issue the total number of Firm Placing Shares, Interest Shares and Underwriting Warrants to be issued pursuant to the Firm Placing.
· Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in respect of the New Ordinary Shares will commence at 8.00 a.m. on the fifth Business Day following FID.
· The Underwriting Warrants will not be admitted to trading on AIM or on any other stock exchange. The Underwriting Warrants will be capable of being settled in CREST. It is currently intended that settlement of Underwriting Warrants via CREST will be on the same timetable as settlement of the New Ordinary Shares. Warrant certificates in respect of the Underwriting Warrants issued pursuant to the Placing will be issued to certificated holders only and are currently expected to be dispatched within 14 days of Admission.
Current Trading and Prospects
The Company's results for the twelve months ended 31 December 2024 were released on 29 May 2025. A copy of these results can be found at www.rockhopperexploration.co.uk.
As noted in the Company's results for the twelve months ended 31 December 2024, as at 31 December 2024, the Group had (audited) cash resources of approximately US$20.9 million. Save as set out below, there have been no material changes to the performance of the Group since the publication of these results.
Recent Events
On 3 June 2025, the Company published the June 2025 NSAI Report, as further described below in the section headed Background to and reasons for the Placing.
On 3 June 2025, the Company separately announced that the Republic of Italy had been successful in annulling the award regarding its Ombrina Mare Arbitration and consequently the Company was not expecting any further payment under its monetisation agreement. On 7 July 2025, the Company updated that the lead insurer had confirmed that the loss has been triggered and, as a result, it was confident it would receive the full €31 million amount to which it is entitled under an insurance policy it had in place to cover the eventuality of the award being annulled.
Background to and reasons for the Placing
The Company's core asset is a 35% non-operating interest in the Sea Lion oil field located offshore to the north of the Falkland Islands. The Company has previously publicly disclosed that discussions with potential capital providers have been positive and that FID on a first phase project development is anticipated in H2 2025.
Navitas holds the remaining 65% interest and is the operator of the Sea Lion field. Navitas currently estimates that the capital expenditure required to reach First Oil on the Phase 1 of the Sea Lion Development is US$1.658 billion and US$2.058 billion to project completion (the "Sea Lion Phase 1 Development Funding"). Navitas, as operator, is responsible for arranging the project financing (senior debt) which is expected to contribute the majority proportion of the Sea Lion Phase 1 Development Funding. The remainder of financing has to come directly from contributions by Navitas and Rockhopper in line with their ownership of Sea Lion and the loan agreements between Navitas and Rockhopper.
Whilst Rockhopper benefits from various financing loan arrangements from Navitas for its proportion of the Sea Lion Development Funding, as described further below, Rockhopper has previously disclosed that it will need to contribute to the Sea Lion Phase 1 Development Funding directly and will therefore need to raise additional finance itself. Rockhopper provided some scenarios of such funding requirement in its 2024 Annual Report and Accounts published on 5 June 2025.
The taking of FID and sanctioning of Phase 1 is therefore conditional on all of the Sea Lion Phase 1 Development Funding coming together coterminously as well as other necessary consents and approvals being received. Rockhopper is therefore seeking to secure its capital requirements for Phase 1 as soon as possible, such that when the remainder of the Sea Lion Phase 1 Development Funding and necessary approvals are in place, FID and sanctioning of Phase 1 can occur without delay.
The Company is therefore conducting the Placing to raise proceeds for its required contribution of the Sea Lion Phase 1 Development Funding on the basis that FID ultimately occurs and Phase 1 is sanctioned successfully.
Accordingly, the Company needs to ensure the Placing is conditional on FID occurring (and the wider Sea Lion Phase 1 Development Funding and any associated approvals being in place). The Operator is targeting FID by year-end 2025.
Accordingly, the Placing Proceeds will be held in a third-party Escrow Account until FID. Upon FID, the Placing Proceeds (including any interest to be applied on Placees' behalf to take up Interest Shares) shall be released from the Escrow Account to the Company in accordance with the procedures outlined in the Placing Letters, the Placing Agreement and the Escrow Agreement. If FID does not occur by the Long Stop Date, the Placing Proceeds (and any accrued interest) will be returned to Placees.
The potential value to Shareholders of the Sea Lion Project proceeding is highlighted in the recent independent resource evaluation conducted by Netherland, Sewell & Associates, Inc. ("NSAI") on behalf of Rockhopper (the "June 2025 NSAI Report"). The June 2025 NSAI Report confirmed total gross full field 2C Resource of 917 mmbbls of which 321 mmbbls are attributable to Rockhopper's net working interest. Of the 917 mmbbls, 727 mmbbls (255 mmbbls net to the Company) are categorised as Development Pending. NSAI further provided that the 2C Resources of 255 mmbbls has an NPV10 net to Rockhopper (after FIG royalties and taxes) of US$1.85 billion using US$70 brent oil price. As set out below, it is envisaged that Sea Lion will be developed over several phases. Phase 1, the funding for which is the purpose of the Placing, is scoped to recover gross 2C resource of 170 mmbbls (59.5 mmbbls net to Rockhopper). Subsequent phases are expected to be self-financing using the excess cash flows of Phase 1. Phase 2 is anticipated to recover a further gross 2C resource of 149 mmbbls (52.15 mmbbls net to Rockhopper) from the northern area of Sea Lion with first oil currently planned for 2030.
Background to Rockhopper and the Sea Lion Project
The Company is an AIM-quoted oil and gas exploration and production company based in the UK with key interests in the Falkland Islands. It was established in 2004 and admitted to trading on AIM in August 2005. Rockhopper's current market capitalisation is approximately £462 million.
Since 2004, the Company has built a portfolio of licences in the North Falkland Basin, containing Sea Lion and satellite discoveries. The Company discovered Sea Lion in May 2010 and went on to appraise and flow-test the field during the remainder of 2010 and 2011, as operator with a 100 per cent. working interest. Sea Lion is accordingly well appraised and has been the subject of many years of sub-surface, facilities engineering and pre-development work.
In 2012, the Company farmed down 60 per cent. and operatorship of its licence interests in the North Falkland Basin, including Sea Lion, to Premier Oil plc ("Premier Oil"). From 2012 to 2021, Premier Oil undertook various pre-development activities including front end engineering and design and other studies with the aim of developing the field. Premier Oil submitted an 'Environmental Impact Assessment' and draft 'Field Development Plan' to FIG. The 'Environmental Impact Assessment' was accepted by FIG in 2020. Furthermore, significant efforts were historically expended to secure financing for the Project.
In March 2021, Premier Oil was acquired by Chrysaor Holdings Limited to create Harbour Energy. As part of the acquisition, Harbour Energy conducted a strategic review of Premier Oil's asset portfolio and concluded in September 2021 that Sea Lion, amongst other development assets it was acquiring, was not a strategic fit for the enlarged business. As a result, Harbour Energy decided to exit its interests in the Falkland Islands.
In April 2022, Rockhopper announced that legally binding agreements had been reached for Navitas to acquire the subsidiary of Premier Oil that held all of its Falkland Islands licences and an immediate further realignment of interests such that Navitas held 65% and operatorship, with Rockhopper retaining 35% across the North Falklands licence areas. As part of the transaction, Navitas agreed to provide the following loan funding to Rockhopper:
· the majority of Rockhopper's share of Sea Lion Phase 1 related costs from transaction completion up to FID are funded through a loan from Navitas with interest charged at 8% per annum (the "Pre-FID Loan"). Certain costs, such as licence costs, are excluded; and
· subject to a positive FID, Navitas will provide an interest free loan to Rockhopper to fund two-thirds of Rockhopper's share of Sea Lion Phase 1 development costs (for any costs not met by third party debt financing) (the "Post-FID Loan"). Certain costs, such as licence costs, are excluded.
Funds drawn under the Pre-FID Loan and the Post-FID Loan will be repaid from 85% of Rockhopper's working interest share of free cash flow.
Since becoming operator, Navitas has been through a rigorous and continuous process of redefining the Sea Lion Project and reducing the capital expenditures required to reach First Oil. This has culminated in the current phased development programme as described below:
· 2C Contingent Resources ("Development Pending") phased development concept for the Sea Lion field:
o 64 wells to develop the full 730 mmbbls
o Phased development
Northern Area
· 1st Phase - 11 wells, 6 pre-drilled 170 mmbbls
· 2nd Phase - 12 wells, 149 mmbbls
· 3rd Phase - 16 wells, 95 mmbbls
Central Area
· 1st Phase - 12 wells, 212 mmbbls
· 2nd Phase - 13 wells, 102 mmbbls
· Northern Area Phase 1 + Phase 2 total barrels developed, 319 mmbbls
· Total barrels developed (all phases) 730 mmbbls
· Northern Area Phase 1 + Phase 2 peak production rate 55,000 bbls/day, increasing up to 150,000 bbls/day once all phases have been developed
· Production breakeven approximately US$24 per barrel (Phase 1, 2 and 3)
Phase 1
The Phase 1 scope is over the northern development area of Sea Lion and is designed to recover 170 mmbbls through the drilling of seven oil producer wells, one gas injector and three water injector wells (11 in total). Peak production from Phase 1 is expected to be approximately 50,000 bopd. Five producers and one water injector is expected to be drilled prior to First Oil. The wells will be tied into a leased FPSO.
The financing plans, including senior bank debt, for the Phase 1 of the Sea Lion Development are progressing well and Navitas is targeting FID by the end of 2025 with First Oil planned for the first quarter of 2028.
See Future Funding Requirements and Use of Proceeds section below further information on the financing assumptions.
Future Funding Requirements and Use of Proceeds
1) Funding Requirements
Sea Lion Development Costs
The total project financing package for Phase 1 of the Sea Lion Development that is in the process of being arranged, and on which FID is expected to be based, is currently estimated at US$1.658 billion to First Oil and US$2.058 billion to project completion. This amount includes all capex, opex, project fees, contingencies, insurance and financing fees (including interest) up to the point of First Oil and project completion respectively on the Phase 1 of the Sea Lion Development.
US$1 billion of the US$2.058 billion, which is currently being negotiated, is due to be met by a senior secured debt facility which will be split between Navitas and Rockhopper proportionally to their working interest in Sea Lion and is expected to have a 7-year term. The remainder will need to be met directly by each of Navitas and Rockhopper in the form of project equity. However Rockhopper benefits from certain loan arrangements from Navitas (as detailed above), such that Rockhopper estimates that its project equity contribution will be US$92 million at FID. Including Rockhopper's proportion of an additional 5% project contingency, this increases to US$102 million. See below for further detail on the key Phase 1 project financing assumptions.
As set out in the Company's 2024 Annual Report and Accounts, in addition to the project financing requirements, FIG has indicated a requirement for provisions of certain contingent project decommissioning liabilities to be secured and funded as the project is developed in the event of early project failure pre-production. This is likely to place an additional phased financial requirement on Rockhopper, starting at the time the first pre-drilled well is spudded, and is estimated, at this stage, to peak at approximately US$40 million at First Oil on Phase 1. The Company has started investigating various sources of funding for this and currently believes that a form of surety bond can be put in place which will result in Rockhopper having a net financing requirement of approximately US$25 million. The Company continues to investigate other options and there may be scope to reduce this cost.
Accordingly, Rockhopper's current estimated capital requirement for Phase 1 of the Sea Lion Development, including its best estimate of net early project failure decommission liabilities, is US$127 million.
Other Corporate Costs
Outside of direct Sea Lion Project costs, the Company expects to have other corporates costs in the region of US$30 million to US$40 million over the next three years at which point Rockhopper expects First Oil to have occurred (currently anticipated in Q1 2028). These corporate costs include, but are not limited to, three years general and administrative expenses, exit costs from Italian assets, corporates taxes (on insurance proceeds and Falkland Islands related) and other professional fees.
2) Sources of Funds
Current Balance Sheet
The Company has a cash and cash equivalents balance at 30 June 2025 of US$21.6 million. As announced on 7 July 2025, the Company is expecting to receive, over the coming months, €31 million (c.US$35.7 million) to which it is entitled under the terms of the insurance policy regarding the annulment of the Ombrina Mare Arbitration award.
Current Funding Proposals
The Company has today announced it is raising up to US$140 million through a two tranche conditional Placing. The proceeds from the Placing will be transferred into escrow pending FID and Financial Close on the Sea Lion Phase 1 Development Funding. Following FID and Financial Close, the Company is seeking to conduct an Open Offer to existing shareholder that could raise up to a further €8 million (c.US$9.2 million) if fully subscribed. The Open Offer is not being underwritten.
Furthermore, excluding any Underwriting Warrants that may be issued in relation to Interest Shares, the Company will issue 49,551,833 million Underwriting Warrants, conditional on the Placing closing, at a strike price of 80 pence per Underwriting Warrant. If all these Underwriting Warrants were exercised within their exercise period, the Company would raise up to a further approximate US$53 million before expenses.
Conclusions and Sensitivities
On the Company's base case analysis, which includes assumptions that the Firm Placing and Conditional Placing close, the Ombrina Mare Arbitration insurance proceeds are forthcoming, a significant proportion of the Open Offer is taken-up, but prudently excludes any proceeds from exercise of the Underwriting Warrants, the Company believes it will have sufficient financial resources to the point of First Oil without requiring further financing.
Should a combination of events occur which may include, but is not limited, the Ombrina Mare Arbitration insurance proceeds not being forthcoming (which the Company believes to be highly unlikely), the Open Offer not completing, the Conditional Placing not completing or there being Sea Lion Project complications, including but not limited to cost escalations (over and above the current contingency), project delays or the decommissioning funding requirement assumptions increase, then the Company may require additional capital prior to First Oil. However, the Company believes that if Phase 1 of the Sea Lion Development has progressed significantly, and First Oil is still on schedule, then further funding will be available to the Company.
3) Key Sea Lion Project Financing Assumptions
The current target is for Phase 1 of the Sea Lion Development to be financed through a combination of a US$1 billion senior secured debt facility, US$790 million of project equity and post-First Oil revenues. The senior facility is expected to be split according to the joint venture working interest meaning that, by the time of Phase 1 completion, Rockhopper Hydrocarbons Limited, which holds licence PL032, will assume senior secured debt of US$350 million. The debt facility is expected to have a tenor of seven years with amortisation starting approximately one year after First Oil. The banking case, which includes various contingencies, assumes that post-First Oil cash flows are sufficient to cover the period from First Oil to Phase 1 project completion with no further equity injection. In addition, there is a requirement for the joint venture to provide a 5% cost overrun equity support. The entire amount of the US$790 million project equity is required to be spent ahead of the senior secured facility being available for drawdown.
Risk Factors
Please see pages 12 to 15 of the 2024 Annual Report and Accounts issued on 5 June 2025 for a list of principal risks and uncertainties facing the Company which include, inter alia, sufficiency of funding to develop the Sea Lion Project, disputes in respect of the sovereignty of Falkland Islands, joint venture alignment, changes to the fiscal regime and regulatory requirements, volatility in commodity prices and health, safety, environment and security risks. Any investment in the New Securities is subject to a number of risks and uncertainties. The risk factors described in the 2024 Annual Report and Accounts and those set out below do not purport to be a complete list or explanation of all the risks involved in investing in the New Securities, or that may adversely affect the Company or its business.
Please see below certain risk factors relating specifically to the Placing:
· Admission of the New Ordinary Shares may not take place and Placee subscription monies may be returned to Placees
The Placing is conditional upon, among other things, FID occurring, the gross proceeds of the Firm Placing amounting to not less than US$100 million and the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. Additionally, Placees each have certain termination rights which include, among other things, the suspension of trading of the Ordinary Shares on AIM for a period exceeding 10 Business Days, the cancellation of the admission of the Ordinary Shares to trading on AIM, the termination of the Sea Lion licences, the termination of certain key agreements relating to the Sea Lion Project and an insolvency event occurring in relation to the Company and its Group or Navitas. If Admission of the New Ordinary Shares does not take place, the Company will not issue any New Securities pursuant to the Placing and all subscription monies (together with accrued interest in the Escrow Account) will be returned to Placees by Canaccord.
· FID on Phase 1 of the Sea Lion Development may not occur or may be materially delayed
Having consulted with Navitas and the project financing consortium, the Company currently anticipates that FID will take place by the end of 2025. A number of factors could result in Financial Close being postponed or cancelled and if FID does not take place before the Long Stop Date, Admission of the New Ordinary Shares will not take place and all subscription monies (and any accrued interest in the Escrow Account) will be returned to Placees by Canaccord.
As at the date of this Announcement, potential reasons for FID to be delayed or cancelled include, but are not limited to: (i) the senior secured debt facility not being successfully syndicated or completed, (ii) the project equity to be procured by Navitas, including the amount required to carry Rockhopper, may not be completed, (iii) necessary regulatory consents may not be forthcoming, and (iv) other political instability may disrupt financing initiatives.
Further, in the 2024 Annual Report and Accounts, the Company provided detailed disclosure in relation to its disputed tax liability arising from the historic farm-outs in the Falkland Islands, including the recognition of a non-current tax liability of US$22.3 million. As set out in the 2024 Annual Report and Accounts, the Company recognises that the current position makes the project financing for Sea Lion significantly more difficult and has the potential to result in FID not being able to be taken or being delayed. The Company has continued to be in discussions with FIG to resolve differences and hopes to be in a position to provide an update in the coming weeks.
If FID is not able to be taken or is materially delayed, this could have a material adverse effect on the Group's business, results of operations and financial condition.
· Post Financial Close, First Oil may not occur or may be materially delayed
As set out above, the Company's base case assumptions are that following FID and completion of the Placing, the Company will have sufficient financial resource to reach First Oil. However, there could be a number of factors that mean First Oil does not happen or is materially delayed including, but not limited to, (i) the oil price environment materially deteriorating, such that the Project is no longer viable, (ii) cost escalation (above current contingencies) meaning the project financing package is not sufficient to reach First Oil, and/or (iii) the conditions to the senior debt facility not being met and not being capable of being drawn. In those circumstances, the Company may require further financial resources to get to First Oil. There can be no guarantee that such further financial resources would be available to the Company at all, or on commercially viable terms.
· Even if Phase 1 of Sea Lion Development occurs there is no guarantee subsequent development phases of Sea Lion will be forthcoming
As set out above, Navitas and the Company are targeting FID and Financial Close on Phase 1 of the Sea Lion Development by the end of 2025, with First Oil on Phase 1 expected in the first quarter of 2028. It is currently envisaged that further phases and development of the remaining resources of the Sea Lion field will be self-funding using excess cashflows from Phase 1. There can however be no guarantee further phases occur in accordance with anticipated timetables. Furthermore, there can be no guarantee that further phases can be self-financing from cashflows generated from Phase 1.
· If the Resolutions at General Meeting are not passed, the Conditional Placing will not proceed and the Conditional Placing funds held in the Escrow Account (including any accrued interest) will be returned to Placees
Rockhopper's Other Falkland Licence Interests
In addition to the licences in the North Falkland Basin, the Company holds a 100 per cent. interest and is the operator of licences PL011, PL012 and PL014 in the South and East of the Falkland Islands.
The Company considers these licences to be potentially prospective for gas resources. In particular, licence PL011 is adjacent to a large gas-condensate discovery made by Borders & Southern Limited in April 2012.
Enquiries:
Rockhopper Exploration plc
Sam Moody - Chief Executive Officer
Tel. +44 (0)20 7390 0230 (via Vigo Consulting)
Canaccord Genuity Limited (Sole Bookrunner, NOMAD and Joint Broker)
Henry Fitzgerald-O'Connor/James Asensio/Charlie Hammond
Tel. +44 (0) 20 7523 8000
Peel Hunt LLP (Joint Broker, Lead Manager)
Richard Crichton/Georgia Langoulant
Tel. +44 (0) 20 7418 8900
Vigo Consulting
Patrick d'Ancona/Ben Simons/Fiona Hetherington
Tel. +44 (0) 20 7390 0234
IMPORTANT INFORMATION
The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under Article 7 of the Market Abuse Regulation (EU) No. 596/2014 (as amended) as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended). Upon the publication of this Announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. You should not place undue reliance on forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the FCA, the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unauthorised or unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction.
This Announcement is not an offer of securities for sale in or into the United States. The New Securities have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, delivered, transferred, or taken up, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Company does not intend to register any portion of the Placing in the United States or to conduct an offering of securities in the United States. The New Securities are being offered and sold in "offshore transactions" as defined in, and in reliance on, Regulation S under the Securities Act.
This Announcement does not contain an offer or constitute any part of an offer to the public within the meaning of Sections 85 and 102B of the FSMA or otherwise. This Announcement is not an "approved prospectus" within the meaning of Section 85(7) of the FSMA and a copy of it has not been, and will not be, delivered to the FCA in accordance with the Prospectus Regulation Rules or delivered to any other authority which could be a competent authority for the purpose of the Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") or the UK version of Prospectus Regulation (EU) 2017/1129 as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"). Its contents have not been examined or approved by the London Stock Exchange, nor has it been approved by an "authorised person" for the purposes of Section 21 of the FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the FSMA does not apply.
This Announcement is directed only at: (a) persons in member states of the European Economic Area who are qualified investors within the meaning of article 2(e) of the EU Prospectus Regulation and (b) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order, and (ii) are qualified investors as defined in article 2(e) of the UK Prospectus Regulation, and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "Relevant Persons"). Any investment in connection with the Placing will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this Announcement or any of its contents.
This document does not constitute a prospectus under the Israeli Securities Law, 5728-1968 (the "Israeli Securities Law"), and has not been filed with or approved by the Israel Securities Authority. In Israel, this document is being distributed only to, and is directed only at, and any offer of the Placing Shares and Underwriting Warrants is directed only at: (i) a limited number of persons in accordance with the Israeli Securities Law, and (ii) investors listed in the first addendum (the "Addendum") to the Israeli Securities Law, consisting primarily of joint investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters, venture capital funds, entities with equity in excess of NIS 50 million and 'qualified individuals', each as defined in the Addendum (as it may be amended from time to time), collectively referred to as qualified investors (in each case, purchasing for their own account or, where permitted under the Addendum, for the accounts of their clients who are investors listed in the Addendum). Qualified investors are required to submit written confirmation that they fall within the scope of the Addendum, are aware of the meaning of same and agree to it.
This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Canaccord (apart from the responsibilities or liabilities that may be imposed by the FSMA or other regulatory regime established thereunder) or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
Canaccord Genuity Limited ("Canaccord"), which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and bookrunner for the Company and for no-one else in connection with the Placing, and Canaccord will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein.
The distribution of this Announcement and the offering of the New Securities in certain jurisdictions may be restricted by law. No action has been taken by the Company or Canaccord that would permit an offering of such securities or possession or distribution of this Announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe, such restrictions.
The Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. The New Securities to which this Announcement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the New Securities should conduct their own due diligence, analysis and evaluation of the business and data described in this Announcement, including the New Securities. The pricing and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as financial, legal, business or tax advice. If you do not understand the contents of this Announcement you should consult an authorised financial adviser, legal adviser, business adviser or tax adviser for financial, legal, business or tax advice.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, dissemination, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
FURTHER DETAILS OF THE PLACING
Details of the Placing Agreement
The Company and Canaccord have today entered into an agreement with respect to the Placing (the "Placing Agreement") under which, on the terms and subject to the conditions set out therein, Canaccord has agreed to use its reasonable endeavours, as agent of the Company, to procure Placees for the New Securities. Canaccord shall be under no obligation to subscribe or pay for any New Securities for which it is unable to procure subscribers and/or in respect of which payment is not made by Placees.
Pursuant to the terms of the Placing Agreement, the Placing is subject to certain conditions (including, inter alia, FID and Admission). The issue of the New Securities is to be effected by way of a cash box placing. In accordance with the Placing Agreement and a subscription and transfer agreement entered into between the Company, JerseyCo and Canaccord, the Company will allot and issue the New Securities on a non-pre-emptive basis to Canaccord, as bare nominee for the Placees (pending transfer of legal title to the Placees through CREST), in consideration for the transfer to the Company by Canaccord of certain shares which it holds in JerseyCo. Accordingly, instead of receiving cash as consideration for the issue of the New Securities, the Company will, conditional on Admission and following the conclusion of the Placing, own all of the issued share capital of JerseyCo, whose only asset will be its cash reserves, which will represent an amount approximately equal to the net proceeds of the Placing.
Conditions of the Placing
The Placing is conditional upon, inter alia, the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.
The obligations of Canaccord under the Placing Agreement in respect of the Firm Placing are conditional on, among other things:
(a) the aggregate proceeds being raised pursuant to the Firm Placing amounting to at least
the Minimum Fundraise Amount (US$100 million);
(b) the payment by each of the Placees to Canaccord of their pro rata subscription monies in respect of the Firm Placing, and such pro rata amounts being, in aggregate, not less than the Minimum Fundraise Amount;
(c) the Escrow Agreement having been entered into and remaining in full force and effect, not having lapsed or been terminated or amended in accordance with its terms prior to Admission;
(d) FID occurring by no later than 31 March 2026;
(e) the performance by the Company and JerseyCo of their respective obligations and undertakings under the Placing Agreement or the initial subscription and transfer agreements insofar as the same fall to be performed or satisfied on or prior to Admission;
(f) the Underwriting Warrants having been duly constituted by the Company pursuant to the Warrant Instrument and all conditions relating to the issue of the Underwriting Warrants having been satisfied, save for any condition relating to Admission;
(g) in the opinion of Canaccord, acting in good faith, there having been no material adverse effect or change in, or any development or matter reasonably likely to give rise to or involve a material adverse effect or change, in or affecting, the condition (financial, operational, legal or otherwise), earnings, business affairs, assets, results of operations or prospects of any member of the Group, whether or not arising in the ordinary course of business and whether or not foreseeable at the date of the Placing Agreement;
(h) in the opinion of Canaccord, acting in good faith, the warranties, undertakings and covenants on the part of the Company contained or referred to in the Placing Agreement being true, accurate and not misleading as at the date of the Placing Agreement, the date of the Circular and the date of Admission, as though they had been given and made on the relevant date by reference to the facts and circumstances then subsisting; and
(i) Admission taking place within 5 Business Days of FID (or such later time and/or date as Canaccord may agree with the Company).
Canaccord may, in its absolute discretion and on such terms as Canaccord thinks appropriate, waive fulfilment, in whole or in part, of any or all of the conditions in the Placing Agreement by giving notice in writing to the Company. The Company and Canaccord may agree in writing to extend the time by which any of the Conditions may be fulfilled. Any such waiver by Canaccord will not affect Placees' commitments as set out in this Announcement and/or the Placing Letters. Notwithstanding the foregoing, neither Canaccord nor the Company may waive the condition relating to FID or agree to reduce the Minimum Fundraise Amount without the prior written consent of Placees.
If: (i) any of the conditions contained in the Placing Agreement are not fulfilled or waived by Canaccord by the time or date specified (or such later time and/or date as the Company and Canaccord may agree); or (ii) any of such conditions become incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the circumstances specified below under "Termination of the Placing Agreement", the Placing will not proceed.
Lock-up
As part of the Placing, the Company has undertaken, subject to certain customary agreed exceptions, that it will not, among other things, directly or indirectly, offer, issue, allot, lend, mortgage, assign, charge, pledge, sell or contract to sell or issue, issue options in respect or otherwise dispose of, directly or indirectly, or announce an offering or issue of any Ordinary Shares (or any interest therein or in respect thereof) or any other securities exchangeable for or convertible into, or substantially similar to, Ordinary Shares or enter into any transaction with the same economic effect as the foregoing in respect of any Ordinary Shares in the period from the date of this Announcement until 120 days after Admission without the prior written consent of Canaccord.
Termination of the Placing Agreement
Canaccord is entitled, at any time prior to Admission, to terminate the Placing Agreement in accordance with its terms by giving notice in writing to the Company in certain circumstances, including in the event of, inter alia: (i) any of the warranties of the Company contained in the Placing Agreement in the opinion of Canaccord, acting in good faith, not being or ceasing to be true, accurate and not misleading; (ii) in the opinion of Canaccord, acting in good faith, any statement contained in certain documents issued, or entered into, by the Company in connection with the Placing being or becoming untrue or inaccurate in any material respect or is or becomes misleading (or any matter having arisen which would constitute an omission from such documents), in each case which Canaccord considers to be material in the context of the Placing, the New Securities, Admission or any other transaction contemplated by the Placing Agreement; (iii) in the opinion of Canaccord, acting in good faith, there having been a breach by the Company and/or JerseyCo with any of their obligations under the initial subscription and transfer agreements; (iv) in the opinion of Canaccord, acting in good faith, there has been a breach by the Company of any of its obligations under the Escrow Agreement (to the extent such obligations fall to be performed prior to Admission); (v) the application for Admission being withdrawn and/or refused by the London Stock Exchange; (vi) the occurrence, in the opinion of Canaccord acting in good faith, of a material adverse effect or change in, or any development or matter reasonably likely to give rise to or involve a material adverse effect or change, in or affecting the condition (financial, operational, legal or otherwise) earnings, business affairs, assets, results of operations or prospects of any member of the Group, whether or not arising in the course of business and whether or not foreseeable at the date of the Placing Agreement; or (vii) the cancellation or suspension by the London Stock Exchange of trading in the Company's securities.
Upon such termination, the Company and Canaccord shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement and the Placing will not proceed.
Details of the Placing Letters
The Company and Canaccord have entered into a Placing Letter with each Placee, which sets out the terms and conditions on which a Placee is participating in the Placing.
Pursuant to the Placing Letters, each Placee will have the benefit of certain warranties being given by the Company. Furthermore, each Placee will be entitled to terminate their Placing Letter in certain circumstances, including the suspension of trading of the Ordinary Shares on AIM for a period exceeding 10 Business Days, the cancellation of the admission of the Ordinary Shares to trading on AIM, the termination of the Sea Lion licences, the termination of certain key agreements relating to the Sea Lion Project or an insolvency event occurring in relation to the Company and its Group or Navitas.
Takeover Offers
Pursuant to the Placing Letters, the Company has agreed with Placees that in the event of a takeover offer (within the meaning of section 974 of the Companies Act 2006) becoming unconditional or a scheme of arrangement under section 899 of the Companies Act 2006 between the Company and holders of ordinary shares being sanctioned by the court, pursuant to which all or a majority of the ordinary shares become vested in a third party (a "Takeover"), the Placees shall be entitled (but not obliged) to elect to acquire their Placing Shares, Underwriting Warrants and Interest Shares within 10 Business Days of the posting of the offer document or scheme document (as applicable) to Shareholders in respect of the Takeover (provided that any such election by a Placee to subscribe for their Placing Shares, Underwriting Warrants and Interest Shares shall be conditional on the Takeover offer becoming unconditional or scheme of arrangement being sanctioned by the court, as the case may be), notwithstanding that FID has not been declared. Where Placees elect to acquire their Placing Shares, Underwriting Warrants and Interest Shares in accordance with this provision, Placees shall be required to notify the Company and Canaccord of their election within 10 Business Days of the posting of the offer document or scheme document (as applicable) to Shareholders in respect of the Takeover, following which the Company and Canaccord will exercise their joint authority in accordance with the Escrow Agreement to instruct the release of the corresponding Escrow Amounts by Law Debenture to Canaccord for the purposes of settlement of such Placee's Placing Shares, Underwriting Warrants and Interest Shares.
Details of the New Ordinary Shares
The New Ordinary Shares have been duly authorised and will, when issued, be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares in the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of the ordinary shares of the Company (the "Ordinary Shares") after the date of issue of the Placing Shares, save that the New Ordinary Shares will not carry an entitlement to participate in the Open Offer.
Details of the Underwriting Warrants
As detailed above, the Company has agreed to issue Underwriting Warrants to investors in the Placing on the basis of one Underwriting Warrant for every four Placing Shares subscribed for under the Placing. In addition, each Placee shall be entitled to receive one further Underwriting Warrant for every 4 Interest Shares it receives. Entitlements to the Underwriting Warrants shall be rounded down and fractional entitlements shall be disregarded.
Each Underwriting Warrant will have the right to subscribe for one new Ordinary Share. The Underwriting Warrants are exercisable at a price of 80 pence[3] per Ordinary Share during the Warrant Exercise Period.
None of the Underwriting Warrants will be admitted to trading on AIM or any other stock exchange.
The other key terms and conditions of the Underwriting Warrants are set out below:
a) Subscription rights: Each Underwriting Warrant issued will confer on the holder the right to subscribe for one new Ordinary Share at a Strike Price of 80 pence (or US$1.066) per Ordinary Share by notice to the Company during the Warrant Exercise Period.
b) Warrant Exercise Period: The exercise period for an Underwriting Warrant is the period from the date of issue of the Underwriting Warrant up to (and including) 5.00 p.m. on the fourth anniversary of Admission (unless terminated earlier in accordance with the terms of the Underwriting Warrants).
c) Adjustment to subscription rights: The subscription rights conferred by the Underwriting Warrants and/or the exercise price of the Underwriting Warrants shall be adjusted by the Board in its sole discretion on the occurrence of certain events in relation to the Company, including:
i. a subdivision, consolidation or reclassification of the Ordinary Shares;
ii. a reduction of capital or any other reduction in the number of Ordinary Shares in issue from time to time; or
iii. an issue of Ordinary Shares by way of dividend or distribution or by way of capitalisation of profits or reserves,
with the intention, in broad terms, that any such adjustment will leave the holder(s) of the Underwriting Warrant(s) in a similar position to the position they were in immediately before the event giving rise to the adjustment.
d) Transfer: The Underwriting Warrants are, subject to certain conditions, freely transferable by the holders.
e) Security: The Underwriting Warrants are not secured.
f) Modifications: The Company may amend the provisions of the instrument constituting the Underwriting Warrants (the "Warrant Instrument") without the consent of the holders of the Underwriting Warrants where such amendment is of a minor nature or to correct a manifest error. Otherwise no amendments or abrogations to the terms of the Warrant Instrument are permitted without the consent of holders of at least 75 per cent. of the Underwriting Warrants in issue at the time.
g) Administration: The Underwriting Warrants are capable of being settled in CREST. It is currently intended that settlement of the Underwriting Warrants via CREST will be on the same timetable as settlement of the New Ordinary Shares. Warrant certificates in respect of the Underwriting Warrants issued pursuant to the Placing will be issued to certificated holders only and are currently expected to be dispatched to Shareholders within 14 days of the issue of the New Ordinary Shares.
Any Underwriting Warrants remaining unexercised after the end of the Warrant Exercise Period shall automatically expire without compensation. Upon exercise of the Underwriting Warrants, the underlying Ordinary Shares will be issued within 14 days. There are also provisions in the Warrant Instrument for meetings of the holders of Underwriting Warrants.
DEFINITIONS
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"Admission" |
the admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules
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"2024 Annual Report and Accounts" |
the annual report and accounts of the Company for the year ended 31 December 2024
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"2C" |
best estimate scenario of contingent resources
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"Act" |
the Companies Act 2006 (as amended)
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"AIM" |
AIM, a market operated by the London Stock Exchange
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"AIM Rules" |
the AIM Rules for Companies published by the London Stock Exchange from time to time
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"Announcement" |
this announcement
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"bbls/d" or "bopd" |
barrels per day
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"Board" or "Directors" |
the directors of the Company as at the date of this Announcement
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"Business Days" |
a day not being a Saturday or a Sunday on which banks are generally open for normal banking business in the City of London
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"Canaccord" |
Canaccord Genuity Limited
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"certificated" |
a share or other security not held in uncertificated form (i.e. not in CREST)
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"Closing Price" |
the closing middle market quotation of the Existing Ordinary Shares, as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange
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"Company" or "Rockhopper" |
Rockhopper Exploration plc, a company incorporated in England & Wales and with registered number 05250250
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"Conditional Placing" |
the conditional placing by Canaccord with Placees of the Conditional Placing Shares and the Conditional Underwriting Warrants pursuant to the arrangements described in this Announcement
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"Conditional Placing Shares" |
the 35,394,165 New Ordinary Shares conditionally placed with Placees pursuant to the Conditional Placing
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"Conditional Underwriting Warrants" |
the 8,848,539 Underwriting Warrants to be issued to Placees pursuant to the Conditional Placing
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"CREST" |
a relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations)
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"CREST Regulations" |
the Uncertificated Securities Regulations 2001 (SI 2001/3755), including any enactment or subordinate legislation which amends or supersedes those regulations and any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force
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"Daily Official List" |
the daily publication of official quotations for all securities traded on the London Stock Exchange
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"Escrow Account" |
the escrow account set up with Law Debenture under the Escrow Agreement for the purposes of holding the Placing Proceeds pending satisfaction or waiver of the Conditions
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"Escrow Agreement" |
the escrow agreement dated 31 July 2025 and made between Canaccord, the Company and Law Debenture
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"EU" |
European Union
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"EU Member States" |
the member states of the European Union
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"EU Prospectus Regulation" |
EU Prospectus Regulation 2017/1129
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"Existing Ordinary Shares" |
the Ordinary Shares of £0.01 each in the share capital of the Company in issue as at the date of this Announcement
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"FCA" |
the Financial Conduct Authority when exercising functions under Part VI of FSMA
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"FID" |
each of Navitas and the Company having made public announcements of a positive final investment decision in relation to Phase 1, such decision to be made by their respective boards of directors upon their satisfaction (acting in good faith) that, amongst other things, Phase 1 has received all required regulatory consents and approvals and Financial Close has occurred
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"FIG" |
Falkland Islands Government
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"Financial Close" |
the senior lender(s) in respect of the debt financing for Phase 1 having confirmed that all of the conditions to financial close have been satisfied, save in respect of any condition relating to the release from escrow of the Placing Proceeds
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"Firm Placing" |
the placing by Canaccord with Placees of the Firm Placing Shares and the Firm Underwriting Warrants pursuant to the arrangements described in this Announcement
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"Firm Placing Shares" |
the 162,813,189 New Ordinary Shares conditionally placed with Placees pursuant to the Firm Placing
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"Firm Underwriting Warrants" |
the 40,703,294 Underwriting Warrants to be issued to Placees pursuant to the Firm Placing
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"FPSO" |
floating production storage and offloading unit
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"FSMA" |
the Financial Services and Markets Act 2000 (as amended)
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"Group" |
the Company and its subsidiary undertakings
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"Harbour Energy" |
Harbour Energy plc, a company incorporated in Scotland with registered number SC234781
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"Interest Shares" |
the additional New Ordinary Shares to be issued in respect of accrued interest credited to the Escrow Account, subject to certain limits
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"Issue Price" |
the price at which the New Ordinary Shares are to be issued and allotted pursuant to the Placing, being 53 pence per New Ordinary Share
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"Law Debenture" or "Escrow Agent" |
Law Debenture Trust Corporation plc
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"London Stock Exchange" |
London Stock Exchange plc
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"Long Stop Date" |
31 March 2026
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"mmbbls" |
millions of barrels
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"Navitas" |
Navitas Petroleum LP, a publicly traded North America focused oil and gas exploration and production partnership
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"New Ordinary Shares" |
the new Ordinary Shares to be issued pursuant to the Firm Placing and the Conditional Placing (including, for the avoidance of doubt, any Interest Shares)
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"New Securities" |
the New Ordinary Shares and the Underwriting Warrants
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"Ombrina Mare Arbitration" |
the Company's international arbitration against the Republic of Italy in relation to the Ombrina Mare field
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"Open Offer" |
the conditional invitation proposed to made by the Company to Shareholders to subscribe for new Ordinary Shares following Admission
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"Ordinary Shares" |
the ordinary shares of £0.01 each in the share capital of the Company
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"Phase 1" |
the phase 1 development of the petroleum field known as Sea Lion, located offshore the Falklands Islands
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"Placees" |
those placees who have agreed to subscribe for New Securities pursuant to the Placing
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"Placing" |
the Firm Placing and the Conditional Placing
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"Placing Agreement" |
the conditional agreement dated 31 July 2025 entered into between the Company and Canaccord in respect of the Placing
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"Placing Letter" |
Placing Letters means the letters setting out the terms and conditions on which Placees have agreed with the Company and Canaccord to participate in the Placing
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"Placing Proceeds" |
the aggregate gross proceeds actually received by Canaccord from Placees in respect of Placing Shares
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"Placing Shares" |
the Firm Placing Shares and the Conditional Placing Shares
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"Post-FID Loan" |
has the meaning given in the main body of this Announcement
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"Pre-FID Loan" |
has the meaning given in the main body of this Announcement
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"Premier Oil" |
Premier Oil Plc |
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"Regulatory Information Service" |
has the meaning given in the AIM Rules
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"Resolutions" |
the resolutions to be proposed at the General Meeting relating to the Conditional Placing
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"Sea Lion" |
the Sea Lion oil field
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"Sea Lion Development Funding" |
the development funding requirement in respect of Phase 1 of the Sea Lion project, which is US$1.658 million
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"Sea Lion Project" or the "Project" |
the Company's involvement in the Sea Lion oil field offshore of the Falkland Islands
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"Shareholders" |
the holders of Existing Ordinary Shares and "Shareholder" shall mean any one of them
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"Strike Price" |
the strike price of 80 pence per Ordinary Share in respect of the Underwriting Warrants
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"UK Prospectus Regulation" |
the UK version of EU Prospectus Regulation 2017/1129 which forms part of the law of England and Wales as retained EU law as defined in, and by virtue of, the European Union (Withdrawal) Act 2018, as amended
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"uncertificated" or "in uncertificated form" |
recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
|
|
"Underwriting Warrants" |
the Firm Underwriting Warrants and the Conditional Underwriting Warrants (including, for the avoidance of doubt, any further warrants to be issued in respect of accrued interest credited to the Escrow Account pursuant to the arrangements described in this Announcement)
|
|
"United Kingdom" |
the United Kingdom of Great Britain and Northern Ireland
|
|
"United States" |
the United States of America, its territories and possessions, any state of the United States and the District of Columbia
|
|
"US$" or "US Dollars" |
US dollars, being the lawful currency of the United States
|
|
"US Securities Act" |
the US Securities Act of 1933, as amended
|
|
"Warrant Exercise Period" |
the period from the date of issue of the Underwriting Warrant up to (and including) the Warrant Expiry Date
|
|
"Warrant Expiry Date" |
5.00 pm on the fourth anniversary of Admission
|
|
"Warrant Instrument" |
the warrant instrument constituting the Underwriting Warrants to be made by the Company prior to Admission, in accordance with the terms and conditions of the Underwriting Warrants set in this announcement
|
|
"£" or "pounds sterling" or "sterling" |
UK pounds sterling, being the lawful currency of the United Kingdom
|
|
"€" or "Euro" |
Euro, being the lawful currency of the European Economic Area
|
[1] US$0.706 using the prevailing rate of exchange quoted by Bloomberg at 4 p.m. (London time) on 29 July 2025.
[2] US$1.066 using the prevailing rate of exchange quoted by Bloomberg at 4 p.m. (London time) on 29 July 2025.
[3] US$1.066 using the prevailing rate of exchange quoted by Bloomberg at 4 p.m. (London time) on 29 July 2025.
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