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RockRose Energy PLC

RockRose Energy plc - Publication and Posting of Scheme Document

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

RECOMMENDED 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 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. 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 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.
 
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