TIDMRRE
RNS Number : 8187T
RockRose Energy plc
23 July 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION
FOR IMMEDIATE RELEASE
23 July 2020
RECOMMED CASH OFFER
for
RockRose Energy plc ("RockRose")
by
Viaro Energy Limited ("Viaro Energy"), a wholly-owned subsidiary
of
Viaro Investment Limited ("Viaro")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Publication and Posting of Scheme Document
On 6 July 2020, the boards of directors of Viaro Energy and
RockRose announced, in accordance with Rule 2.7 of the City Code on
Takeovers and Mergers (the "Rule 2.7 Announcement"), that they had
reached agreement on the terms of a recommended all cash offer
pursuant to which Viaro Energy will acquire the entire issued and
to be issued ordinary share capital of RockRose (the
"Acquisition"), to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme").
Further to the Rule 2.7 Announcement, the board of RockRose is
pleased to announce that today it has published a circular in
relation to the Scheme (the "Scheme Document") containing, among
other things, a letter from the RockRose Chairman, the full terms
and conditions of the Scheme, an explanatory statement pursuant to
section 897 of the Companies Act 2006, an expected timetable of
principal events, notices of the Court Meeting and General Meeting
and details of the actions to be taken by RockRose Shareholders
together with the Forms of Proxy for the Court Meeting and the
General Meeting. The Scheme Document is available, subject to
certain restrictions relating to persons in Restricted
Jurisdictions, on RockRose's website at
https://www.rockroseenergy.com and on Viaro Energy's website at
http://www.viaro.co.uk and will also be submitted to the National
Storage Mechanism and be available at
www.morningstar.co.uk/uk/NSM.
Hard copies of the Scheme Document and Forms of Proxy for the
Court Meeting and the General Meeting are being posted to RockRose
Shareholders and, for information only, to persons with information
rights today.
Capitalised terms used in this announcement (the
"Announcement"), unless otherwise defined shall have the same
meanings as set out in the Scheme Document.
Action Required
As detailed further in the Scheme Document, in order to become
effective, the Scheme requires, among other things, that a majority
in number of the Scheme Shareholders present and voting (and
entitled to vote) either in person or by proxy, representing more
than 75 per cent. in value of the Scheme Shares held by such Scheme
Shareholders, vote in favour of the Scheme at the Court Meeting,
and that the requisite majority of RockRose Shareholders approve
the Special Resolutions at the General Meeting. The Scheme is also
subject to the satisfaction or (where applicable) waiver of the
Conditions and further terms set out in the Scheme Document.
Notices convening the Court Meeting and the General Meeting, to
be held on 17 August 2020, are set out in the Scheme Document. The
Court Meeting is scheduled to commence at 11.00 a.m. and the
General Meeting is scheduled to commence at 11.10 a.m. (or as soon
thereafter as the Court Meeting is concluded or adjourned).
In light of the current UK Government guidance on public
gatherings in respect of the COVID-19 pandemic and with a view to
taking appropriate measures to safeguard the health of RockRose
Shareholders , RockRose will be holding the Court Meeting and the
General Meeting as virtual meetings in accordance with the powers
in its Articles of Association. Therefore, RockRose Shareholders
will be able to participate and vote in the Meetings electronically
via a virtual meeting platform. Further details of how to join the
Court Meeting and the General Meeting, including the website
address and required meeting passwords, are set out in the Scheme
Document.
Scheme Shareholders participating in the Meetings via the
virtual meeting platform will be permitted to ask questions of the
chairman at the relevant Meeting, or questions can be submitted in
advance to info@rockroseenergy.com.
Scheme Shareholders have the right to raise any objections they
may have to the Scheme at the Court Meetings or they can be
submitted by email (to the email address shown above) in advance of
the meeting.
It is important that, for the Court Meeting, as many votes as
possible are cast so that the Court may be satisfied that there is
a fair representation of Scheme Shareholders' opinion. Even if
Scheme Shareholders intend to participate in the Court Meeting via
the virtual meeting platform, Scheme Shareholders are strongly
urged to complete, sign and return their Forms of Proxy (once
received) (or appoint a proxy online at www.signalshares.com or
electronically, if RockRose Shares are held in uncertificated form,
through the CREST electronic proxy appointment service) as soon as
possible and in any event by no later than 11.00 a.m. on 13 August
2020.
The RockRose Directors, who have been so advised by Lambert
Energy Advisory Limited as to the financial terms of the
Acquisition, consider the terms of the Acquisition to be fair and
reasonable. In providing advice to the RockRose Directors, Lambert
Energy Advisory Limited has taken into account the commercial
assessments of the RockRose Directors.
The RockRose Directors believe that the terms of the Acquisition
(including the Scheme) are in the best interests of RockRose
Shareholders as a whole and accordingly unanimously recommend that
RockRose Shareholders vote in favour of the Scheme at the Court
Meeting and the Special Resolutions at the General Meeting, as they
have irrevocably agreed to do in respect of their own beneficial
holdings, amounting to 4,105,858 RockRose Shares representing in
aggregate approximately 31.2 per cent. of the ordinary share
capital of RockRose in issue at the close of business on 22 July
2020, being the latest practicable date before publication of the
Scheme Document.
RockRose will announce the details of the votes at the Meetings
through a Regulatory Information Service as soon as practicable
after the conclusion of the Meetings and, in any event, by no later
than 8.00 a.m. on the Business Day following the Meetings.
Subject to the approval of Scheme Shareholders at the Court
Meeting and RockRose Shareholders at the General Meeting, the
sanction of the Scheme by the Court and the satisfaction or waiver
(if capable of waiver) of the other Conditions to which the Scheme
is subject, it is expected that the Scheme will become effective
before the end of August 2020.
Holders of Scheme Shares should read the Scheme Document in its
entirety before making a decision with respect to the Scheme.
Shareholder Helpline
A shareholder helpline is available for RockRose Shareholders.
If RockRose Shareholders have any questions about the Scheme
Document, the Court Meeting or the General Meeting, or how to
complete the Forms of Proxy or to appoint a proxy online or
electronically through the CREST electronic proxy appointment
service, they can call the shareholder helpline at Link Asset
Services on 44 (0)37 1664 0321. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. The
helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday
excluding public holidays in England and Wales. Different charges
may apply to calls from mobile telephones and calls may be recorded
and randomly monitored for security and training purposes. The
helpline cannot provide advice on the merits of the Proposals nor
give any financial, legal or tax advice
Timetable
The Scheme Document contains an expected timetable of principal
events relating to the Scheme, which is also set out in the
Appendix to this Announcement. The Scheme remains conditional on
the approval of Scheme Shareholders at the Court Meeting and
RockRose Shareholders at the General Meeting and to the
satisfaction or waiver of the other Conditions set out in the
Scheme Document, including the sanction of the Court. The Scheme is
expected to become effective before the end of August 2020 and any
update to the expected timetable will be announced through a
Regulatory Information Service, with such announcement being made
available on RockRose website https://www.rockroseenergy.com and on
Viaro Energy's website at http://www.viaro.co.uk.
Enquiries:
Viaro Energy Limited / Viaro Investment Limited (via Hannam)
Francesco Mazzagatti
H&P Advisory Limited (Sole Financial Advisor to Viaro
Energy)
Giles Fitzpatrick
Samuel Merlin
Andrew Chubb
Tel: +44 (0) 20 7907 8500
Vigo Communications Limited (PR to Viaro and Viaro Energy)
Patrick d'Ancona
Chris McMahon
Tel: +44 (0) 20 7390 0240
RockRose Energy plc
Andrew Austin, Executive Chairman
Tel: +44 (0) 203 826 4800
Lambert Energy Advisory Limited (Financial Adviser to
RockRose)
Charles Furness-Smith
Tel: +44 (0) 77 1745 5933
David Anderson
Tel: +44 (0) 79 7675 5891
Celicourt (PR to RockRose)
Mark Antelme
Philip Dennis
Ollie Mills
Tel: +44 (0)20 8434 2643
Orrick, Herrington & Sutcliffe (UK) LLP is retained as legal
adviser to RockRose.
DAC Beachcroft LLP is retained as legal adviser to Viaro
Energy.
Important Notices about Financial Advisers
H&P Advisory Limited ("Hannam"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
as financial adviser to Viaro Energy and no one else in connection
with the Acquisition and the subject matter of this Announcement,
and shall not be responsible to anyone other than Viaro Energy for
providing the protections afforded to clients of Hannam, or for
providing advice in connection with the Acquisition and the subject
matter of this Announcement. Neither Hannam 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 Hannam in connection with this
Announcement, any statement contained herein or otherwise.
Lambert Energy Advisory Limited ("Lambert"), which is authorised
and regulated by the FCA in the United Kingdom, is acting as
financial adviser exclusively for RockRose and no one else in
connection with the Acquisition and the matters set out in this
Announcement, and will not be responsible to any person other than
RockRose for providing the protections afforded to clients of
Lambert, nor for providing advice in relation to the Acquisition or
any matter referred to herein. Neither Lambert 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 Lambert in connection with this
Announcement, any statement contained herein or otherwise.
Further Information
Unless otherwise stated terms and expressions set out in this
Announcement shall have the meanings given to them in the Scheme
Document.
This Announcement is provided for information purposes only. It
is not intended to and does not constitute, or form part of, an
offer, invitation or the solicitation of an offer or invitation to
purchase, otherwise acquire, subscribe for, exchange, sell or
otherwise dispose of any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to the Acquisition
or otherwise, nor will there be any sale, issuance, exchange or
transfer of securities of RockRose pursuant to the Acquisition or
otherwise in any jurisdiction in contravention of applicable
law.
The Acquisition will be subject to English law and to the
applicable requirements of the Code, the Panel, the rules of the
London Stock Exchange, the Listing Rules and the UKLA .
The Acquisition will be implemented solely pursuant to the terms
of the Scheme Document (or, in the event that the Acquisition is to
be implemented by means of a Takeover Offer, the 'Offer Document'),
which will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Acquisition. Any decision in respect of the Scheme or other
response in relation to the Acquisition by RockRose Shareholders
should be made only on the basis of the information contained in
the Scheme Document. RockRose Shareholders are advised to read the
Scheme Document (including the related Forms of Proxy) carefully
once these become available because they will contain important
information in relation to the Acquisition.
Viaro Energy reserves the right to elect (with the consent of
the Panel and RockRose) to implement the Acquisition by way of a
Takeover Offer as an alternative to the Scheme. In such event, the
Takeover Offer will be implemented on substantially the same terms,
so far as applicable, as those which would apply to the Scheme,
subject to appropriate amendments to reflect, among other things,
the change in structure by which the Acquisition is to be
implemented and compliance with all applicable laws, including US
securities laws.
Restricted Jurisdictions
The release, publication or distribution of this Announcement
in, into or from jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons into whose possession
this Announcement comes who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their RockRose Shares with respect to the Scheme at the Court
Meeting, to execute and deliver forms of proxy appointing another
to vote at the Court Meeting on their behalf may be affected by the
laws of the relevant jurisdiction in which they are located. Any
failure to comply with such requirements or restrictions may
constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and other persons involved in the Acquisition
disclaim any responsibility or liability for any violation of such
restrictions by any person.
This Announcement has been prepared for the purpose of complying
with English law, the Code, the Market Abuse Regulation and the
Listing Rules and the information disclosed may not be the same as
that which would have been disclosed if this Announcement had been
prepared in accordance with the laws and regulations of
jurisdictions outside England.
Unless otherwise determined by Viaro Energy and RockRose or
required by the Code, and permitted by applicable law and
regulation, the Acquisition will not be made available, directly or
indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction. No person may vote
in favour of the Acquisition by any use, means, instrumentality or
form, and the Acquisition will not be capable of acceptance, from
or within a Restricted Jurisdiction, if to do so would constitute a
violation of the laws of that jurisdiction. Accordingly, copies of
this Announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed, transmitted or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction, where to do so would
violate the laws in that jurisdiction, and persons receiving this
Announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail,
forward, transmit or otherwise distribute or send them in, into or
from Restricted Jurisdictions, where to do so would violate the
laws in that jurisdiction. If the Acquisition is implemented by way
of a Takeover Offer (unless otherwise permitted by applicable law
and regulation) the Takeover Offer may not be made directly or
indirectly, in or into, or by the use of mails or any means or
instrumentality (including but not limited to, facsimile, e-mail or
other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities.
Further details in relation to RockRose Shareholders who are
resident in, ordinarily resident in, or citizens of, jurisdictions
outside the United Kingdom will be contained in the Scheme
Document.
Additional information for US investors
The Acquisition relates to the shares of a UK company and is
being made by means of a scheme of arrangement provided for under
the Companies Act. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy
solicitation rules under the US Exchange Act. The Acquisition and
the Scheme is subject to the disclosure requirements and practices
applicable to UK schemes of arrangement, which differ from the
disclosure requirements of US Exchange Act tender offer and proxy
solicitation rules and the US Securities Act. If, in the future,
Viaro Energy exercises the right to implement the Acquisition by
way of a Takeover Offer (with the consent of the Panel and
RockRose) and determines to extend the offer into the United
States, the Acquisition will be made in compliance with applicable
US federal laws and regulations, including any applicable
exemptions under the US Exchange Act.
The receipt of cash consideration by a US holder for the
transfer of its RockRose Shares pursuant to the Scheme will likely
be a taxable transaction for United States federal income tax
purposes and under applicable United States state and local, as
well as foreign and other tax laws. Each such RockRose Shareholder
is urged to consult his independent professional adviser
immediately regarding the tax consequences of the Acquisition
applicable to him, including under applicable United States state
and local, as well as foreign and other tax laws.
No registration statement will be filed with the SEC or any US
state securities commission in connection with the Acquisition.
Neither the SEC nor any US state securities commission has
recommended, or approved or disapproved of, the Acquisition, or
passed upon the adequacy or accuracy of this Announcement. Any
representation to the contrary is a criminal offence in the U.S. It
may be difficult or impossible for a US holder of RockRose Shares
to enforce their rights and claims, if any, arising out of the US
federal securities laws, since Viaro Energy and RockRose and some
or all their officers and directors may be located in countries
outside of the United States and a US holder of RockRose Shares may
not be able to sue a non-US company or its officers or directors in
a non-US court for violations of the US securities laws.
Furthermore, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's judgement.
Forward-looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by Viaro, Viaro Energy
and/or RockRose (as relevant) may contain statements which are, or
may be deemed to be, "forward-looking statements". All statements,
other than statements of historical fact are, or may be deemed to
be, forward-looking statements. Forward-looking statements are
prospective in nature and may not be based on historical facts, but
rather on current expectations and projections of the management of
Viaro, Viaro Energy and (as relevant) RockRose about future events,
and are therefore subject to risks and uncertainties which could
cause actual results, performance or events to differ materially
from those expressed or implied by the forward-looking
statements.
The forward-looking statements contained in this Announcement
include statements relating to the expected effects of the
Acquisition on Viaro, Viaro Energy and RockRose (including their
future prospects, developments and strategies), the expected timing
and scope of the Acquisition and other statements other than
historical facts. Forward-looking statements often use words such
as "anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could", "shall", or other words of similar
meaning (or the negative thereof). These statements are based on
assumptions and assessments made by RockRose, and/or Viaro Energy,
and/or Viaro, as relevant, in light of their experience and their
perception of historical trends, current conditions, future
developments and other factors they believe appropriate. By their
nature, forward-looking statements involve risk and uncertainty,
because they relate to events and depend on circumstances that will
occur in the future and the factors described in the context of
such forward-looking statements in this Announcement could cause
actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements. No
member of the Viaro Energy Group or the RockRose Group assumes or
undertakes any obligation to update, revise or correct any of the
information contained in this Announcement including without
limitation any forward-looking statements (whether as a result of
new information, future events or otherwise), except as required by
applicable law.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in demand for RockRose's
commodities; industry competition; changes in trading conditions;
currency fluctuations and changes in general economic, business and
political conditions. Each forward-looking statement speaks only as
of the date of this Announcement. No member of the Viaro Energy
Group, or the RockRose Group nor any of their respective associates
or directors, officers or advisers, provides any representation,
warranty, promise, assurance, covenant or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually
occur. All forward-looking statements attributable to Viaro Energy
or RockRose or the Viaro Energy Group or the RockRose Group or any
person acting on their behalf are expressly qualified in their
entirety by this cautionary statement. Readers are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date hereof. Actual results may differ
naturally from those stated, implied or inferred from the
forward-looking statements in this Announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the Offer
Period and, if later, following the Announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. on the 10(th) Business Day following the commencement of
the Offer Period and, if appropriate, by no later than 3.30 p.m. on
the 10(th) 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 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) of the Code applies must be made by no later than 3.30
p.m. 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 Disclosure must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4 of the Code).
Details of the offeree and offeror companies in respect of whose
relevant securities, Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
You should consult 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.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by RockRose Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from RockRose may be provided to
Viaro Energy during the Offer Period as required under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Publication on Website and Availability of Hard Copies
A copy of this Announcement and the Scheme Document will be made
available pursuant to Rule 26.1 of the Code on RockRose's website
at https://www.rockroseenergy.com and Viaro Energy's website at
http://www.viaro.co.uk (in each case subject to any applicable
restrictions relating to persons resident in Restricted
Jurisdictions). For the avoidance of doubt, neither the content of
any website referred to in this Announcement nor the content of any
website accessible from hyperlinks is incorporated into or forms
part of this Announcement.
If you have received this Announcement electronically, you may
request a hard copy of this Announcement and all information
incorporated into the Scheme Document by reference to another
source , free of charge, by calling Link Asset Services on +44
(0)37 1664 0321. Calls are charged at the standard geographic rate
and will vary by provider. Calls outside the United Kingdom will be
charged at the applicable international rate. The helpline is open
between 9.00 a.m. and 5.30 p.m., Monday to Friday excluding public
holidays in England and Wales. Different charges may apply to calls
from mobile telephones and calls may be recorded and randomly
monitored for security and training purposes. The helpline cannot
provide advice on the merits of the Proposals nor give any
financial, legal or tax advice. You may also request that all
future documents, announcements and information be sent to you in
relation to the Acquisition should be in hard copy form.
If you are in any doubt about the contents of this Announcement
tor the action you should take, you are recommended to seek your
own independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom,
or, if not, from another appropriately authorised independent
financial adviser.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast, profit estimate or quantified financial benefits
statement for any period, and no statement in this Announcement
should be interpreted to mean that RockRose earnings or earnings
per RockRose Share for the current or future financial year(s)
would necessarily match or exceed the historical published earnings
or earnings per RockRose Share.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable is based on current dates
expected by RockRose and Viaro Energy for the implementation of the
Scheme and all dates and times are subject to change. If any of the
dates and/or times in this expected timetable change, the revised
dates and/or times will be notified to RockRose Shareholders by an
announcement through a Regulatory Information Service, with such
announcement also being made available on RockRose's website at
https://www.rockroseenergy.com.
Event Expected Timetable
Latest time for lodging Forms of Proxy for the:
Court Meeting (BLUE form) 11.00 a.m. on 13 August (1)
General Meeting (YELLOW form) 11.10 a.m. on 13 August (2)
Voting Record Time for the Court Meeting and the General Meeting
6.00 p.m. on 13 August (3)
Court Meeting 11.00 a.m. on 17 August 2020
General Meeting 11.10 a.m. on 17 August 2020 (4)
The following dates are indicative only and are subject to
change depending, among other things, on the date upon which (i)
the Conditions to the Scheme are satisfied or (if capable of
waiver) waived; (ii) the Court sanctions the Scheme and (iii) the
Court Order is delivered to the Registrar of Companies. RockRose
will give notice of the date and time of the Court Hearing, once
known, by issuing an announcement through a Regulatory Information
Service.
Court Hearing On or around 24 August 2020 ("D") (5)
Last day of dealings in RockRose Shares D+1 (5)
Scheme Record Time 6.00 p.m. on D+1 (5)
Suspension of dealings in and disablement of CREST of RockRose
Shares By 8.00 a.m. on D+2 (5)
Effective Date of the Scheme By 8.00 a.m. on D+2 (5)
Delisting and cancellation of admission to trading of RockRose
Shares By 8.00 a.m. on
D+3 (5)
Latest date for dispatch of cheques and crediting of CREST for
cash
consideration due under the Scheme 14 days after the Effective
Date
Long Stop Date 11.59 p.m. on 28 February 2021 (6)
(1) It is requested that BLUE Forms of Proxy for the Court
Meeting be lodged not later than 48 hours prior to the time
appointed for the Court Meeting or, if the Court Meeting is
adjourned, the time fixed for any adjourned Court Meeting. BLUE
Forms of Proxy not so lodged may be emailed to
proxies@rockroseenergy.com before the start of the Court
Meeting.
(2) In order to be valid, the YELLOW Forms of Proxy for the
General Meeting must be lodged not later than 48 hours prior to the
time appointed for the General Meeting (excluding any period
falling on a weekend or bank holiday).
(3) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
meeting will be 6.00 p.m. on the day which is two Business Days
prior to the date of the adjourned meeting.
(4) Or as soon thereafter as the Court Meeting is concluded or adjourned.
(5) These dates are indicative only and will depend, among other
things, on the date upon which (i) the Conditions to the Scheme are
satisfied or (if capable of waiver) waived; (ii) the Court
sanctions the Scheme and (iii) the Court Order is delivered to the
Registrar of Companies. RockRose will give notice of the date and
time of the Court Hearing, once known, by issuing an announcement
through a Regulatory Information Service.
(6) This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such
later date as RockRose and Viaro Energy may agree in writing (with
the Panel's consent and as the Court may approve (should such
approval(s) be required)).
(7) All references in this timetable to times are to London time unless otherwise stated.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
STRUUSKRRSUBUAR
(END) Dow Jones Newswires
July 23, 2020 02:00 ET (06:00 GMT)
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