IOG RRE – Statement regarding Independent Oil and Gas plc

RockRose notes today’s announcement from IOG of its conditional fundraise subject to IOG shareholder approval. The Company also notes the expiry of the deadline (12.00 p.m. on 1 April 2019) given to London Oil & Gas Ltd (“LOG”) and London and Capital Finance plc’s (“LCF”)administrators (the “Administrators”) of RockRose’s revised firm offer to purchase all debt and related dilutive instruments (the “Firm IOG Debt Offer”). The Firm IOG Debt Offer, on acceptance, would have resulted in £52.5 million being immediately available to the LCF mini bondholders, representing a 22.25% recovery against the original LCF £236 million mini bond proceeds, with the potential to recover more in the future including a cash bonus at first gas.

RockRose confirms its intention to not issue a Rule 2.7 offer for the outstanding shares of IOG at this time given lack of support from both the Board of IOG and its Administrators for the possible offer announced on 5 March 2019 (the “Possible IOG Share Offer”) despite the Board of IOG’s decision to recommend a 100% dilutive fundraise at half the indicated possible (and rejected) price of 20p per IOG share. It also became clear that it would be highly difficult to manage IOG’s business without the support from the senior lender of the IOG debt (the Administrators), hence RockRose’s Firm IOG Debt Offer. The variation in the indicated terms of the debt facilities from LOG (‘Point 7 – Restructuring of LOG arrangements’ of IOG’s RNS of 1 April 2019) suggests recovery by the Administrators and the LCF mini bondholders will be materially delayed, restricted and subject to a high degree of uncertainty.

Consequently, RockRose confirms that both the Firm IOG Debt Offer and the Possible IOG Share Offer have been withdrawn.

As regards the Possible IOG Share Offer, Rockrose is consequently, except with the consent of the Panel on Takeovers and Mergers (the “Panel”), bound by the restrictions set out in Rule 2.8 of the City Code on Takeovers and Mergers (the “Code”). Under Note 2 on Rule 2.8 of the Code, RockRose (and any person acting in concert with RockRose) reserves the right to set aside the restrictions in Rule 2.8 in the following circumstances: (i) with the agreement of the board of IOG; (ii) if a third party announces a firm intention to make an offer for IOG; (iii) if IOG announces a “whitewash” proposal (see Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); or (iv) if the Panel determines that there has been a material change of circumstances.

The Board of RockRose continues to believe that RockRose’s offer to both equity and debt holders in IOG was compelling and in the interests of both RockRose shareholders and the LCF mini bondholders. The Board of RockRose fails to understand how the proposed fundraise, alteration of debt terms and the rejection of the Possible IOG Share Offer and Firm IOG Debt Offer are in the best interests of the IOG shareholders and LCF mini bond holders, respectively.

The person who arranged for the release of this announcement on behalf of the Company was Andrew Austin, Executive Chairman.