United Kingdom, 11 October 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 will transfer all its DNO shares and USD 20 million in cash to its
shareholders through a UK court-approved capital repayment and then delist and
voluntarily liquidate the Company (the "Plan"), and also to the shareholder
circular issued on the same date outlining the Plan in detail (the "Shareholder
Circular"). Reference is further made to the announcements on 21 September 2022
regarding the resolutions passed by the general meeting of the Company, on 30
September 2022 regarding the completed directions hearing concerning the capital
repayment, and on 10 October 2022 regarding the intra-group transfer of Mondoil
Enterprises LLC and the DNO shares from RAK Petroleum Holdings BV to the
Company.
The UK Companies Court has today issued a sealed confirmation order that
approves the capital repayment proposed by the Company (the "Confirmation
Order").
The Company is therefore pleased to announce the fulfilment of all conditions
for the closing of the Transaction Agreement with DNO and for the capital
repayment. Accordingly, the Transaction Agreement has been completed and the
Company is entitled to receive 78,943,763 DNO Shares from DNO. The process of
registering the share capital increase pertaining to the new DNO shares in the
Norwegian Register of Business Enterprises has been initiated and such
registration and delivery to the Company of the new DNO shares is expected to be
completed tomorrow.
The Company will now pursue the remaining steps to effectuate the Plan. As the
Company's Class A shares will be suspended from trading from tomorrow until
delisting from the Oslo Stock Exchange from and including 21 October 2022, today
is the last day of trading in the Company's shares on the Oslo Stock Exchange.
As stated in yesterday's announcement, the Company has effected the transfer of
438,379,418 DNO shares from its wholly owned subsidiary, RAK Petroleum Holdings
BV, to the Company. After receipt of the new DNO shares, the Company holds
517,323,181 DNO shares corresponding to 49.06 % of the issued and outstanding
shares in DNO. All DNO shares owned by the Company and cash of USD 20 million
will be transferred to shareholders who hold the Company's shares today, as
registered in the VPS on 13 October 2022. This will result in each holder of a
Class A or restricted Class A share of the Company receiving 1.6574 DNO Shares
and a cash amount of USD 0.064 (such cash amount to be transferred in NOK) for
each Class A or restricted Class A share of the Company that they hold, rounded
down to the nearest whole number of DNO shares for each shareholder. A total of
approximately 323,379,913 DNO shares will be transferred to holders of the
Company's Class A Shares as of the record date and approximately 193,943,268 DNO
shares will be transferred to the holders of the unlisted restricted Class A
Shares. The Company expects to sell in the market any surplus DNO shares that
are not transferred under the capital repayment due to the rounding.
The DNO shares and the cash to be distributed in the capital repayment are
expected to be transferred to the VPS accounts of the Company's shareholders on
19 October 2022.
Following completion of the capital repayment,10,323,018 of the Company's Class
A Shares will remain outstanding and will be subject to the Members Voluntary
Liquidation (the "MVL"). Assuming that the capital repayment is finalised by way
of distribution as planned on 19 October 2022, the MVL will be effective from 21
October 2022 as previously anticipated.
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.
As mentioned above, today is the last day of trading in the Company's shares on
the Oslo Stock Exchange.
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.