お知らせ • Apr 01
RockRose Energy Limited cancelled the acquisition of Deltic Energy Plc (AIM:DELT) from a group of shareholders.
RockRose Energy Limited reached agreement to acquire Deltic Energy Plc (AIM:DELT) from a group of shareholders for £6.94 million on June 30, 2025. A cash consideration of £6.9 million valued at £0.0746 per share will be paid by RockRose Energy Limited. As part of consideration, £6.9 million is paid towards common equity of Deltic Energy Plc. The Cash Consideration payable by RockRose under the terms of the Acquisition will be funded from its existing cash resources. The Cash Consideration payable under the terms of the Acquisition will be dispatched to Deltic Shareholders within 14 days of the Effective Date.
The Deltic Directors intend to unanimously recommend that the Deltic Shareholders vote (or procure votes) in favour of the Scheme at the Court Meeting and vote (or procure votes) in favour of the Deltic Resolution(s) at the General Meeting as the Deltic Directors who hold Deltic Shares have irrevocably undertaken to do in respect of 240,336 Deltic Shares in total, representing in aggregate approximately 0.26%. of Deltic's ordinary share capital in issue as at the Latest Practicable Date. The irrevocable undertakings given by the Deltic Directors remain binding in the event a higher competing offer is made for Deltic by a third party. The Deltic Directors, who have been so advised by Allenby Capital as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable.
RockRose has therefore received, in aggregate, irrevocable undertakings in respect of 17,849,240 Shares, representing approximately 19.17% from: IPGL Limited in respect of 14,678,781 Shares, representing approximately 15.77%, Lord Spencer of Alresford in respect of 2,855,357 Shares, representing approximately 3.07%, Sarah McLeod in respect of 43,126 Shares, representing approximately 0.05%, Sarah Flavell in respect of 30,172 Shares, representing approximately 0.03%. Deltic Directors, Andrew Nunn in respect of 61,765 Shares, representing 0.07%, Peter Nicol in respect of 150,000 Shares, representing 0.16%, Mark Lappin in respect of 28,571 Shares, representing 0.03%. in aggregate, irrevocable undertakings in respect of 240,336 Shares, representing 0.26%. The buyer has received, in aggregate, irrevocable undertakings in respect of 17,847,772 Deltic Shares, representing approximately 19.17% of Deltic's ordinary share capital in issue as at July 14, 2025.
It is intended that the Acquisition will be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. However, RockRose reserves the right to elect to implement the Acquisition by way of a Takeover Offer (subject to the consent of the Panel). The Acquisition is conditional on, among other things, the approval of the requisite majority of the Scheme Shareholders at the Court Meeting and Deltic Shareholders at the General Meeting. The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA and the AIM Rules. Deltic Shares are currently admitted to trading on AIM. It is intended that on or shortly after the Effective Date a request will be made to the London Stock Exchange to cancel trading in Deltic Shares and to cancel the admission of the Deltic Shares to trading on AIM, following which Deltic would be re-registered as a private limited company. As of August 28, 2025, the requisite majority of Deltic shareholders voted to pass the resolution to implement the Scheme. As of December 3, 2025, Deltic and Viaro Bidco have agreed to extend the long stop date by which the Scheme must complete from December 31, 2025 to March 31, 2026. On 18 December 2025, Deltic announced that it had been informed that Viaro Bidco had requested, and the NSTA had agreed to, an extension to the date by which the NSTA requires further representations from Viaro Bidco in order to reach a definitive conclusion in relation to concerns it has which will affect whether it will grant the proposed change of control of the licences held by Deltic and that the NSTA had agreed that this information should be provided to it by 30 January 2026. Deltic has since been informed that Viaro Bidco has requested, and the NSTA has agreed to, a further extension to the date for providing these representations until 13 February 2026. Further to the announcement dated 03 March 2026, Viaro Energy Limited announces that it has acquired an additional 529,000 ordinary shares of Deltic on market, at a price of 3.4822 per share. Following the above transaction, Viaro will hold 2,972,880 of Deltic's ordinary shares, representing 3.19% of the total issued share capital of Deltic. The Scheme is expected to become Effective in the fourth quarter of 2025.
Samuel Merlin, Neil Passmore of Hannam & Partners LLP acted as financial advisor for RockRose Energy Limited. David Hart, Alex Brearley, Daniel Dearden-Williams of Allenby Capital Limited acted as financial advisor for Deltic Energy Plc. Brodies LLP acted as legal advisor for RockRose Energy Limited. DAC Beachcroft LLP acted as legal advisor for Deltic Energy Plc. Share Registrars Limited acted as registrar to Deltic Energy Plc.
RockRose Energy Limited cancelled the acquisition of Deltic Energy Plc (AIM:DELT) from a group of shareholders on March 31, 2026. The receipt of the Change in Control Consent remains outstanding and further given that the North Sea Transition Authority has not provided a hard stop deadline to make its decision, the Deltic Board has now concluded that it will not be received in the foreseeable future and that the ongoing delay and uncertainty has the potential to jeopardise the Deltic business. This has resulted in the Deltic Board electing not to further extend the Long Stop Date which, remains on March 31, 2026.
