Director Dealings Disclosure
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
FOR IMMEDIATE RELEASE
31 July 2026
Union Jack Oil plc
("Union Jack" or the "Company")
Director Dealings Disclosure
On 1 July 2026, the board of directors of Reabold Resources plc ("Reabold"), the investing company focused on developing strategic gas projects for European energy security, announced that it had reached agreement on the terms of a recommended all share offer by Reabold for Union Jack to be effected by means of a UK Takeover Code (the "Code") offer within the meaning of Part 28 of the CA 2006 (the "Offer").
Further to that announcement, Union Jack and Reabold announced on 29 July 2026 that the offer document containing the full terms and conditions of the Offer and the procedures for acceptance of the Offer (the "Offer Document") had been published and was made available to Union Jack Shareholders and to persons with information rights, together with (for those Union Jack Shareholders who hold their Union Jack Shares in certificated form) the related Form of Acceptance. Capitalised terms used but not defined in this announcement have the meanings given to them in the Offer Document.
Director Dealings Omission
Paragraph 4.3(d) of Part VII of the Offer Document inadvertently stated that during the disclosure period, being the period which began on 15 June 2025 (the date 12 months before the start of the Offer Period) and ending on 28 July 2026 (being the latest practicable date before the publication of the Offer Document), no dealings in relevant Union Jack securities by Union Jack Directors (and their close relatives, related trusts and connected persons) had taken place.
The following details should have been included: on 23 July 2025, David Bramhill, Executive Chairman and Joseph O'Farrell, Executive Director each subscribed for 300,000 shares at 5 pence per ordinary share. As a result, David Bramhill holds 716,646 ordinary shares in Union Jack, representing 0.49 per cent. of the total voting rights and Joseph O'Farrell holds 2,331,314 ordinary shares in Union Jack, representing 1.53 per cent. of the total voting rights of Union Jack. For the avoidance of doubt, all statements in the Offer Document regarding the shareholdings of David Bramhill and Joseph O'Farrell correctly reflect the effect of these subscriptions.
For further information, please contact:
Union Jack Oil plc d.bramhill@btinternet.com
David Bramhill
SP Angel Corporate Finance LLP +44 (0)20 3470 0470
Nominated Adviser and Joint Broker
Matthew Johnson
Richard Hail
Jen Clarke
Gneiss Energy Limited + 44 (0)20 3983 9263
Financial Adviser
Jon Fitzpatrick
Luke Kanczes
Nicholas Barnett
Harbour Access +1 (475) 477 9402
USA Investor Relations
Jonathan Paterson
Important Notice
SP Angel Corporate Finance LLP ("SP Angel"), which is authorised and regulated by the Financial Conduct Authority, is acting exclusively for the Company in relation to the possible offer for the Company and is not acting for any other person in relation to such possible offer for the Company. SP Angel will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any possible offer for the Company or arrangement referred to herein.
Gneiss Energy Limited ("Gneiss Energy"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company in relation to the possible offer for the Company and is not acting for any other person in relation to such possible offer for the Company. Gneiss Energy Limited will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any possible offer for the Company or arrangement referred to herein.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of 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 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
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).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on Website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on the Company's website at https://unionjackoil.com/ by no later than 12 noon (London time) on 3 August 2026. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
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