Reabold Resources PLC has agreed a recommended all-share offer to acquire Union Jack Oil PLC, in a deal valuing Union Jack’s issued and to-be-issued share capital at approximately £6.14 million.
Under the terms of the offer, Union Jack shareholders will receive 0.051 new Reabold shares for each Union Jack share held.
Based on Reabold’s closing share price of 81.0 pence on June 30, 2026, the offer values each Union Jack share at approximately 4.19 pence. This represents a premium of around 25.0% to Union Jack’s closing share price of 3.35 pence on June 12, the last trading day before Reabold’s possible offer statement.
Following completion, Union Jack shareholders are expected to own approximately 34.01% of the enlarged group, which would have a combined market capitalisation of around £17.80 million, assuming full acceptance of the offer.
Reabold said the combination would create a larger, more diversified and better capitalised oil and gas investment company, with a portfolio focused on UK onshore assets including producing and development opportunities.
The companies said the enlarged group would benefit from enhanced scale, improved access to capital, a broader asset base and potential operational and corporate efficiencies.
Union Jack’s board has unanimously recommended that shareholders accept the offer. The directors said that, after reviewing strategic and financing options, they had concluded that no alternative proposal capable of providing the funding required to execute Union Jack’s strategy was currently available on acceptable terms.
Union Jack said that without such funding, or the Reabold offer, it may be unable in the short term to meet its licence commitments, which could result in the forfeiture of key assets within its portfolio.
Reabold said the offer is expected to give Union Jack shareholders exposure to the future upside of a larger and more liquid AIM-listed company, while Reabold shareholders would gain increased exposure to producing and development assets.
The offer is conditional on Reabold receiving valid acceptances representing at least 75% of Union Jack shares to which the offer relates, unless Reabold chooses to lower that threshold. Reabold must also acquire or agree to acquire more than 50% of Union Jack voting rights.
The transaction is also subject to other conditions, including approval by Reabold shareholders, admission of the new Reabold shares and a North Sea Transition Authority condition.
Union Jack directors who hold shares have given irrevocable undertakings to accept the offer in respect of around 3.13 million Union Jack shares, representing approximately 2.14% of Union Jack’s issued ordinary share capital. These undertakings remain binding even if a competing offer is made.
Reabold chairman Jeremy Edelman said the proposed combination would create a larger and better capitalised company with a stronger UK onshore oil and gas platform.
Union Jack executive chairman David Bramhill said the offer had a compelling strategic rationale and would allow Union Jack shareholders to participate in the future value creation of the enlarged group.
