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
· The boards of directors of Viaro Energy and RockRose are pleased to announce that they have 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”).
·Viaro Energy is a UK registered company, headquartered in London and is a wholly owned subsidiary of Viaro, a physical energy trading group with global commodities trading activities and interests in energy sector support services and upstream asset development. The Viaro Group has offices in Dubai and Hong Kong.
· Under the terms of the Acquisition, each RockRose Shareholder will be entitled to receive:
in respect of each RockRose Share 1,850 pence in cash (the “Consideration”)
· The Consideration represents:
o a premium of 64 per cent. to the Closing Price of 1,130 pence per RockRose Share on 3 July 2020 (being the last Business Day prior to the date of this Announcement);
o a premium of 91 per cent. to the volume weighted average Closing Price of 970 pence per RockRose Share for the three-month period ending on 3 July 2020 (being the last Business Day prior to the date of this Announcement);
o a premium of 69 per cent. to the volume weighted average Closing Price of 1,098 pence per RockRose Share for the six-month period ending on 3 July 2020 (being the last Business Day prior to the date of this Announcement); and
o a value of £247,575,824.50 for RockRose’s issued and to be issued ordinary share capital.
· It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement of RockRose pursuant to Part 26 of the Companies Act 2006, further details of which are contained in the full text of this Announcement and which will be set out in the Scheme Document to be dispatched to RockRose Shareholders in due course. However, Viaro Energy reserves the right to implement the Acquisition by way of a Takeover Offer (with the consent of the Panel and RockRose).
·The RockRose Directors, who have been so advised by Lambert Energy as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their financial advice to the RockRose Directors, Lambert Energy has taken into account the commercial assessments of the RockRose Directors.
· Accordingly, the RockRose Directors intend to recommend unanimously that RockRose Shareholders:
o vote (or procure votes) in favour of the Scheme at the Court Meeting and the RockRose Resolutions at the General Meeting; or
o in the event that the Acquisition is implemented by way of a Takeover Offer, accept (or procure acceptances of) the Takeover Offer,
as the RockRose Directors and Senior Managers have irrevocably undertaken to do in respect of their own beneficial holdings of 4,387,269 RockRose Shares, in total representing approximately 33.3 per cent. of the issued ordinary share capital of RockRose as at the Latest Practicable Date, and in respect of any RockRose Shares they may receive pursuant to the exercise of options before the Court Meeting and General Meeting.
·In addition to the irrevocable undertakings given by the RockRose Directors and Senior Manager referred to above, Viaro Energy has received irrevocable undertakings from five other RockRose Shareholders to vote (or to procure the voting) in favour of the Scheme at the Court Meeting and the RockRose Resolutions to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of a total of 263,844 RockRose Shares, representing, in aggregate, approximately 2.0 per cent. of the issued ordinary share capital of RockRose as at the Latest Practicable Date.
Therefore, as at the date of this Announcement, Viaro Energy has received irrevocable undertakings in respect of a total of 4,651,113 RockRose Shares representing approximately 35.3 per cent. of the issued ordinary share capital of RockRose as at the Latest Practicable Date.
Further details of the irrevocable undertakings are set out in paragraph 16 of, and Appendix III to, this Announcement.
·If any dividend and/or other form of capital return or distribution is authorised, declared, made or paid by RockRose in respect of RockRose Shares on or after the date of this Announcement and prior to the Effective Date, Viaro Energy reserves the right to reduce the Consideration payable in respect of each RockRose Share held by the gross amount of all or part of any such dividend and/or other form of capital return or distribution (and RockRose Shareholders shall be entitled to receive and retain that dividend or other distributions). If any such reduction takes place, any reference in this Announcement to the Consideration payable under the Scheme shall be deemed to be a reference to the Consideration as so reduced. Any reduction of the Consideration pursuant to this right shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme.
· The Acquisition will be subject to the Conditions and certain further terms set out in Appendix I to this Announcement.
·The Scheme Document will include further details of the Scheme, together with notices of the Court Meeting and the General Meeting and the expected timetable, and will specify the action to be taken by RockRose Shareholders. The Scheme Document will be sent to RockRose Shareholders as soon as reasonably practicable, and in any event (save with the consent of the Panel), within 28 days of the date of this Announcement. The Scheme is expected to become Effective in August 2020, subject to the satisfaction or (where applicable) waiver of the Conditions.
·The Scheme will be governed by English law and will be subject to the jurisdiction of the courts of England. The Scheme will be subject to the applicable requirements of the Code, the Panel, the rules of the London Stock Exchange, the Listing Rules and the UKLA.
Commenting on the Acquisition, Andrew Austin, Executive Chairman of RockRose, said:
“After careful reflection, the Board of RockRose has concluded that accepting this offer is firmly in the best interests of our shareholders. It has been an exciting journey since RockRose was founded five years ago. However, for the benefit of all stakeholders, now is the time to move on and allow RockRose to continue to flourish with new backers.”
Commenting on the Acquisition, Francesco Mazzagatti, CEO of Viaro Energy, said:
“I am very pleased that the Board of RockRose has recommended our offer for RockRose. We have ambitious growth plans in the UKCS and we believe that RockRose’s producing assets, its staff, its commitment to health and safety, the environment and best in class operational procedures, will be an ideal platform from which to grow our presence in the UKCS. I’m extremely pleased that RockRose’s senior management team has agreed to join us as they share our vision for future growth.”
Commenting on the Acquisition, Dr. Roger Tucker, Non-executive Chairman of Viaro Energy, said:
“I’m also extremely pleased that our cash offer for RockRose has been recommended by the Board. In my long career in the industry I have had the pleasure of working with numerous companies and RockRose’s people, assets and working practice are among the best I’ve seen. I’m delighted that RockRose’s senior management will be joining us for the journey ahead. Personally, I’m also pleased to be returning to the UKCS, an area I know very well, to work alongside this first-class team to deliver our growth plans in the region.”
This summary should be read in conjunction with, and is subject to, the full text of this Announcement (including its appendices).
The Acquisition will be subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix II to this Announcement contains the sources of information and bases of calculations of certain information contained in this Announcement. Appendix Ill to this Announcement contains details of the irrevocable undertakings received in relation to the Acquisition. Appendix IV to this Announcement contains definitions of certain expressions used in this summary and in this Announcement.
Market soundings, as defined in the Market Abuse Regulation, were taken in respect of the Transaction with the result that certain persons became aware of inside information, as permitted by the Market Abuse Regulation. That inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to RockRose and its securities.
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