The Board of Independent Oil & Gas has confirmed that it has received and promptly rejected an unsolicited pre-conditional proposal from RockRose Energy in respect of a possible cash offer for the entire issued share capital of the Company at a price of 20 pence per IOG share.
The announcement by RockRose contains a number of statements which the Board finds misleading and with which the Board does not agree.
Moreover, the Board believes that this proposal is opportunistic and materially undervalues the Company and does not attribute fair value to IOG’s assets, nor their significant future upside. The Board therefore unanimously concluded to reject this proposal unequivocally.
The Board continues to focus its efforts on unlocking value in the Company by securing a farm-out partner for its core project to provide funding optionality in parallel with IOG’s stated capital markets funding plans.
The Board’s rejection of RockRose’s approach was given with the full support of London Oil & Gas.
The Board notes that RockRose has acknowledged that Rule 2.6(a) of the Code requires that RockRose, by no later than 5.00 p.m. on 2 April 2019 being the 28th day following the date of RockRose’s announcement, either announces a firm intention to make an offer for IOG in accordance with Rule 2.7 of the Code or announces that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Panel on Takeovers and Mergers, in accordance with Rule 2.6(c) of the City Code on Takeovers and Mergers.
Shareholders should be aware that there can be no certainty that an offer will be made by RockRose for IOG, nor as to the terms on which any such offer may be made. Shareholders are therefore urged to take no action in respect of this proposal at this time.