Amendment to the terms of the tender offer for Hurricane’s U.S.$230,000,000 7.50 per cent. Convertible Bonds due 2022
Hurricane Energy plc and Hurricane GLA Limited (the Offeror) announce today that the Offeror is increasing the minimum purchase price and maximum purchase price payable and decreasing the Target Acceptance Amount in connection with the Offeror’s invitation to holders of Hurricane’s U.S.$230,000,000 7.50 per cent. Convertible Bonds due 2022 bearing ISIN: XS1641462277 (the Bonds) (of which U.S.$230,000,000 in aggregate principal amount are outstanding), to tender their Bonds for purchase by the Offeror for cash (the Offer) , as further described in the tender offer memorandum dated 31 August 2021 (the Tender Offer Memorandum).
Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Amendment to Minimum Purchase Price, Maximum Purchase Price and Target Acceptance Amount
As set forth in the Tender Offer Memorandum, the Offeror may subject to applicable laws, at its option and in its sole discretion, at any time before any acceptance by it of the Bonds tendered for purchase in the Offer, increase the Minimum Purchase Price and/or the Maximum Purchase Price and decrease the Target Acceptance Amount.
This announcement amends each of the Offer and the Tender Offer Memorandum to change the Minimum Purchase Price from 68 to 74, the Maximum Purchase Price from 72 to 78 and the Target Acceptance Amount from U.S.$115,000,000 to U.S.$105,000,000.
Subject to the terms and conditions set out in the Tender Offer Memorandum, the Offeror does not intend to further amend the Minimum Purchase Price or the Maximum Purchase Price.
As set forth in the Tender Offer Memorandum, the Purchase Price applicable to the Bonds will not be less than the Minimum Purchase Price and will otherwise be the lowest price that will allow the Offeror to accept for purchase an aggregate principal amount of Bonds equal to the Final Acceptance Amount. In addition, the Purchase Price applicable to the Bonds will not be greater than the Maximum Purchase Price and Tender Instructions specifying a purchase price in excess of the Maximum Purchase Price will not be accepted by the Offeror and will not be used for the purposes of determining the Purchase Price.
As set forth in the Tender Offer Memorandum, the Offeror reserves the right, in its sole discretion, to accept less than or more than the Target Acceptance Amount for purchase pursuant to the Offer. A decision by the Offeror to set the Final Acceptance Amount at a higher or lower level than the Target Acceptance Amount shall not be considered to be materially prejudicial to the interests of Bondholders that have already submitted Tender Instructions (irrespective of when such Tender Instructions were submitted) before this announcement and will not therefore trigger revocation rights.
Extension of the Offer
As a result of the amendment to the Offer and the Tender Offer Memorandum, the Expiration Deadline will be extended until 4.00 p.m. (London time) on 9 September 2021. The final results of the Offer are expected to be announced as soon as reasonably practicable after the Expiration Deadline, on 9 September 2021. The Settlement Date is expected to be on or around 15 September 2021.
All other terms and conditions of the Offer and the Tender Offer Memorandum remain unchanged.
Revocation Rights
Holders of the Bonds that have validly submitted a Tender Instruction in the Offer before the date of this announcement may revoke their Tender Instructions at any time from the date and time of this announcement until 4.00 p.m. (London time) on 8 September 2021. Bondholders wishing to exercise any right of revocation should do so in accordance with the procedures set out in the Tender Offer Memorandum.
Bondholders are advised to check with any bank, securities broker, custodian, trust company, direct participant or other intermediary through which they hold Bonds by when such intermediary would need to receive Tender Instructions from a Bondholder in order for that Bondholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their Tender Instruction to participate in, the Offer by the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission and revocation of Tender Instructions will be earlier than the relevant deadlines specified above and in the Tender Offer Memorandum.
The Offer is made on the terms and subject to the conditions set out in the Tender Offer Memorandum, including certain customary conditions. The Offeror reserves the right, in its sole and absolute discretion, to waive any or all of the conditions.
The Tender Offer Memorandum is available upon request to the Tender Agent at the contact details set forth above, subject to applicable distribution restrictions and eligibility confirmations. Bondholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offer.
Stifel Nicolaus Europe Limited (Telephone: +44 (0)20 7663 3217; Attention: Dhiren Suares; Email: [email protected]) is acting as Sole Dealer Manager for the Offer and Lucid Issuer Services Limited (Telephone: +44 (0)20 7704 0880; Attention: Harry Ringrose; Email: [email protected] ) is acting as Tender Agent.
Company’s LEI Number: 2138007Z66OO4XWKM819
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Further Contacts:
Hurricane Energy plc
Antony Maris, Chief Executive Officer
+44 (0)1483 862 820
