United Kingdom, 17 April 2015
RAK Petroleum plc (“Company”), the Oslo-listed oil and gas investment company, announced today that the lock-up period covering its Restricted Class A Shares will expire on 7 May 2015, following which these shares will become Class A Shares and freely tradable on Oslo Børs as from 11 May 2015, unless individual shareholders opt to retain some or all of their Restricted Class A Shares.
At the time the Company was admitted to listing on the Oslo Børs on 7 November 2014, 10 percent of shares held by pre-listing shareholders were designated as Class A Shares tradable through the Norwegian VPS system. The remaining 90 percent were designated as Restricted Class A Shares and blocked from trading for a six-month lock-up period under the terms of the Company’s Articles of Association (“Articles”). The total number of Class A Shares currently outstanding is 34,058,067, including 1,418,439 new Class A Shares issued by the Company in its initial public offering, while 293,756,638 Restricted Class A shares are held by pre-listing shareholders.
Shareholders holding Restricted Class A Shares may elect to retain some or all of their shareholding as Restricted Class A Shares by providing the Company with an Opt-In Notice received before 1:00 p.m. GMT on 7 May 2015. Restricted Class A Shares have associated with them an equal number of Class B Shares with no meaningful economic rights but which carry two additional votes on any matters on which shareholders are entitled to vote. Restricted Class A Shares are not admitted to trade on Oslo Børs and are non-transferable other than to certain permitted transferees as defined in the Company’s Articles.
If an Opt-In Notice is submitted, shareholders who eventually wish to remove restrictions on the trading or transfer of their remaining Restricted Class A Shares must make written application to the Company requesting release of the restrictions and designation of such shares as Class A Shares subject to forfeiture of the associated Class B Shares. Opt-In Notice forms are available on the Company’s website and on request from the Company.
The expiry of the lock-up period is likely to result in a decline in the total number of voting rights in the Company and an increase in the number of Class A Shares listed and tradable on Oslo Børs. The Company will announce the revised number of Class A Shares, Restricted Class A Shares and Class B Shares, as well as the total number of voting rights, on or before 11 May 2015.
As explained in the Company’s 27 October 2014 Prospectus (“Prospectus”), by reducing the total voting rights in the Company, the loss of Class B voting rights will increase the percentage of total voting rights held by any holder of Class B Shares that does not convert. Therefore, the diminution of Class B Share voting rights may cause a shareholder to hold an interest in the Company’s shares that triggers an obligation to notify the Company, in accordance with the Disclosure and Transparency Rules of the UK Financial Conduct Authority and the Articles, because the interest reaches, exceeds, or falls below the respective thresholds of 3 percent and each 1 percent threshold thereafter up to 100 percent.
The Company will announce any re-designations of Restricted Class A Shares as Class A Shares (and the forfeiture of the associated Class B Shares) when such re-designation is carried out. The Company will also announce the total number of voting rights and capital for each class of issued shares at least at the end of any calendar month during which a change in the total voting rights attaching to its shares has occurred.
Moreover, as also explained in the Prospectus, if a shareholder’s interest in voting rights in the Company (together with the interests of its concerted parties) increases to 30 percent or more of the voting rights in the Company solely as a result of the loss by others of rights associated with Class B Shares, then that shareholder will not be required to make a mandatory offer for the outstanding shares in the Company.
The Company knows of no binding commitment by any shareholders to retain their Restricted Class A and Class B Shares at this time and has not been informed in advance of the anticipated decisions of any shareholders.For further queries, please contact:
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 40.45 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 active in six countries in the Middle East and North Africa. Shares in the company have traded on the Oslo Stock Exchange since 1981. DNO ASA is headquartered in Oslo with more than 1,000 employees and contractors worldwide. Foxtrot International LDC is a privately-held company active in West Africa whose principal asset is a 27.3 percent interest in and operatorship of Block CI-27 offshore Cote d'Ivoire. Block CI-27 contains the two largest producing gas fields in the country, meeting over 70 percent of Cote d'Ivoire's needs.