On 16 March 2023, the boards of directors of Hurricane and Prax announced that they had reached agreement on the terms of a recommended acquisition of the entire issued, and to be issued, share capital of Hurricane by Prax (the "Acquisition"), to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme"). The scheme document in respect of the Acquisition (the "Scheme Document") was published and made available to Hurricane Shareholders on 6 April 2023. Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document.
Further to the announcement issued earlier today noting that the Scheme has become Effective, Hurricane and Prax are pleased to provide an update on the matched bargain facility and the Deferred Consideration Units pursuant to the Scheme.
Matched Bargain Facility and Deferred Consideration Units Update
As announced on 16 March 2023 and detailed in the Scheme Document, Prax intends to put in place a matched bargain facility upon the Scheme becoming Effective and upon which the Deferred Consideration Units could be traded. Prax has appointed JP Jenkins to provide a matched bargain facility on which the Deferred Consideration Units could be traded. JP Jenkins is a liquidity venue for unlisted or unquoted assets in companies, enabling shareholders and prospective investors to buy and sell unlisted or unquoted assets on a matched bargain basis.
Prax has appointed Computershare, Hurricane's existing registrar, to act as registrar for the Deferred Consideration Units.
In order to participate in the matched bargain facility, the Deferred Consideration Units need to be held in CREST. An International Securities Identification Number ("ISIN") for each of the Class I DCUs and Class II DCUs has been issued and the relevant CREST applications will be submitted shortly.
As detailed in the Scheme Document, each Class I DCU will entitle the Class I DCU Holder to receive Loan Note(s) (subject to applicable securities laws) in an amount equal to the DCU Cash Amount, the principal of which will be redeemable in cash on the redemption date. The ISIN for the Class I DCUs is GB00BQS92045.
Alternatively, Scheme Shareholders will receive Class II DCUs. Each Class II DCU will entitle the Class II DCU Holder to receive further cash, in an amount equal to the DCU Cash Amount. The ISIN for the Class II DCUs is GB00BQS92151.
It is expected that Scheme Shareholders who hold their Scheme Shares in uncertificated form through CREST will receive their Deferred Consideration Units through CREST and the DCU Cash Amount, when payable, will be paid through CREST.
Scheme Shareholders who hold their Scheme Shares in certificated form will receive certificated Deferred Consideration Units and the DCU Cash Amount, when payable, will be paid via cheque. Further information on how to dematerialise certificated Deferred Consideration Units so that they are capable of being held in uncertificated form through CREST, and thus tradeable on the matched bargain facility, will be sent in due course to relevant Scheme Shareholders.
An amended and restated DCU Deed Poll allowing for electronic payments will shortly be uploaded to Hurricane's website at www.hurricaneenergy.com and Prax's microsite at www.prax.com/offer-for-hurricane-energy-plc. There is no change to the economics or rights of the DCU Holders.
An announcement regarding the beginning of trading on the matched bargain facility operated by JP Jenkins will be made on the JP Jenkins website at www.jpjenkins.com and Prax's website at www.prax.com/news at the appropriate time.
DCU Representative
Pursuant to the DCU Deed Poll, Hurricane has appointed Geopoint Advisory Limited, of which Tim Chapman is the sole Director and shareholder, to act as the DCU Representative. Defined terms used but not defined in this section have the meaning given to them in the DCU Deed Poll.
The DCU Representative will be responsible for acting as the primary point of contact for the DCU Holders with Prax, the Independent Accountant (if so appointed) and any third parties engaged by the DCU Representative to act on behalf of the DCU Holders in respect of any Matters in Dispute. The obligations of the DCU Representative will be owed to the DCU Holders and not to Prax. The DCU Representative shall be entitled (but not obliged) at the DCU Representative's sole discretion to consult with individual DCU Holders or seek the direction of the DCU Holders by means of a DCU Holders' Majority Resolution. Mr. Chapman is entirely independent of both Hurricane and Prax.
Tim Chapman is an international capital markets specialist residing in London with more than 30 years of experience spanning the globe. His career includes 25 years in investment banking roles with large financial institutions including JP Morgan Chase, CIBC World Markets, and finally RBC Capital Markets where he was head of international oil and gas. Mr. Chapman's career has focused on corporate strategy and valuation, regularly providing expert advice to many companies on seminal M&A transactions and capital raises. His experience within the oil and gas sector is diverse, including upstream, downstream and oilfield services companies. In 2015, Mr. Chapman founded Geopoint Advisory Limited which provides independent advice to energy companies. He is also a director of Valeura Energy and certain Petrogas North Sea subsidiaries. Mr. Chapman started his professional life as a geologist and graduated from Earth Sciences at Oxford University.
Information Updates on Deferred Consideration Units following the end of the Offer Period
Prax intends to provide upstream press releases and information pertaining to DCU Holders, for example future upstream acquisitions, if and when relevant, on the news section of the Prax website at www.prax.com/news.
