United Kingdom, 30 September 2022
Reference is made to the 22 August 2022 announcements by RAK Petroleum plc (the
"Company") of its plan to transfer the Company's interest in Mondoil Enterprises
LLC to DNO ASA ("DNO") for 78,943,763 new DNO shares, following which the
Company would transfer all its DNO shares and cash to its shareholders through a
UK court-approved capital repayment and then delist and voluntarily liquidate
the Company, and also to the Shareholder Circular issued that date explaining
the plan in detail.
The Companies Court (Chd) of The High Court of Justice Business and Property
Courts of England and Wales ("Companies Court") has today held the Directions
Hearing regarding the Company's request for confirmation of its proposed Capital
Repayment and has issued a Directions Order. The Directions Order issued today
sets a confirmatory hearing regarding the Company's Claim before the Insolvency
and Companies Court Judge on 11 October 2022, when any creditor or shareholder
of the Company who desires to object may attend and be heard.
The Company's plan and DNO's issuance of the new DNO shares to the Company
remain subject to further conditions for completion of the transaction agreement
with DNO, including, but not limited to, final approval by the Companies Court
of the capital repayment under the plan and all conditions to closing in the
Transaction Agreement with DNO, as further set out in the Company's
announcements on 22 August 2022 and the Shareholder Circular of the same date.
After receipt of the new DNO shares, the Company will hold 517,323,181 DNO
shares in total. As described in the Shareholder Circular of 22 August 2022, and
subject to completion of the capital repayment, these shares will be distributed
to the Company's shareholders as of 11 October 2022, as registered in the VPS on
13 October 2022, rounded down to the nearest whole number of DNO shares for each
shareholder. The Company expects to sell any surplus DNO shares that are not
distributed due to the rounding in the market.
If, as expected, the Oslo Stock Exchange ("OSE") decides later today to (i)
delist the Company's Class A Shares (the "Shares") from trading on the OSE with
effect from and including 21 October 2022 (subject to the conditions included in
the delisting resolution by the OSE being fulfilled) and (ii) suspend trading in
the Shares from 12 October 2022 until the delisting takes place, 11 October 2022
will be the last day of trading in the Shares on the OSE.
The Company's Directors adopted a Declaration of Solvency (DOS) in connection
with the proposed mandatory voluntary liquidation (MVL) of the Company that was
approved at the general meeting held on 21 September 2022. The DOS relied on,
inter alia, an overview of the assets, liabilities and projected liabilities of
the Company as at 21 September 2022 and projections of costs and expenses to be
incurred and assets available after entry into the MVL. Those estimates and
projections suggested that a surplus of approximately £290,000 might be
available following the completion of the MVL, corresponding to £ 0.01775 per
Share. This sum is only an estimate based on projections and there is no
assurance that any cash distribution will result from the MVL. Any final
distribution to shareholders from the MVL is not expected until the second half
of 2023, as the joint liquidators must advertise for claims, adjudicate and pay
out on any claims received, and obtain HMRC post-appointment tax clearance
before any distribution. Any distributions pursuant to the MVL will be made at
the liquidators' sole discretion, if and when the liquidators deem the Company
has sufficient surplus assets available. There is no certainty concerning the
timing or amount of any distributions that shareholders might receive.
For further queries, please contact:
Kevin Toner
RAK Petroleum plc
Email: kevin.toner@rakpetroleum.uk
About RAK Petroleum plc:
RAK Petroleum plc is an Oslo Stock Exchange listed oil and gas investment
company established under the laws of England and Wales as a public limited
company. Its principal holdings are 44.94 percent of DNO ASA and 33.33 percent
of Foxtrot International LDC held through Mondoil Enterprises, LLC. DNO ASA is
a Norwegian oil and gas operator focused on the Middle East and the North Sea.
Founded in 1971 and listed on the Oslo Stock Exchange, DNO holds stakes in
onshore and offshore licences at various stages of exploration, development, and
production in the Kurdistan region of Iraq, Norway, the United Kingdom,
Netherlands and Yemen. Foxtrot International LDC is a privately held company
active in West Africa whose principal asset is a 27.27 percent interest in and
operatorship of Block CI-27 offshore Côte d'Ivoire.
Important Notice:
This information is subject to the disclosure requirements according to section
5-12 of the Norwegian Securities Trading Act. The information was submitted for
publication by Kevin Toner, Managing Director, on behalf of the Company on the
time and date set out above.
The distribution of this announcement and other information in connection with
the Plan may be restricted by law in certain jurisdictions. The Company assumes
no responsibility in the event there is a violation by any person of such
restrictions. Persons into whose possession this announcement or such other
information should come are required to inform themselves about and to observe
any such restrictions.
This release contains certain forward-looking statements within the meaning of
the securities laws and regulations of various international, federal, and state
jurisdictions. All statements, other than statements of historical fact,
included herein, including without limitation, statements regarding the Plan,
future plans and objectives of the Company are forward-looking statements that
involve risk and uncertainties. There can be no assurances that such statements
will prove to be accurate and actual results could differ materially from those
anticipated in such statements. As stated above, various matters in the Plan are
subject to approval by, inter alia, courts in the United Kingdom and the Oslo
Stock Exchange. There can be no assurance that such approvals will be
forthcoming or obtained on the dates projected.