Tuesday, April 16, 2019
RAK Petroleum intends to repurchase such number of its class A shares with ISIN GB00BRGBL804 at the Repurchase Price up to a maximum aggregate consideration of $15 million in accordance with the authorization provided at its Annual General Meeting on 1 June 2018. RAK and SpareBank 1 Markets AS have entered into a repurchase contract in the form approved by the AGM, pursuant to which the Manager is initiating a reverse tender offer to holders of beneficial interests in the shares. The manager will then settle the share repurchase as principal and for its own account, following which the manager has an obligation to sell the shares to the company, which has an obligation to purchase them from the manager.
RAK decided to ask the manager to launch the Buyback Offer at this time because, among other things, (i) its available funds exceed the near-term cash needs of its business, (ii) relatively low liquidity in the market for its shares may be hindering the ability of some shareholders to sell, and (iii) the Company believes its shares are undervalued relative to their intrinsic value. Thus, the Buyback Offer may be seen as providing an opportunity for some shareholders to sell their Shares.
The Buyback Offer commenced on April 15 and will expire on April 26, unless extended at the sole discretion of the company. The company, by way of instruction to the manager, shall be entitled in its complete discretion to waive, amend, extend, accelerate, terminate or withdraw the Buyback Offer at any time before expiry of the Buyback Offer Period.
The number of shares to be repurchased, if any, and the price per share will be determined through a reverse bookbuilding process in which Eligible Shareholders (as defined below) may offer to tender to the Manager all or a portion of their Shares at prices they set. The Buyback Offer is not conditional on any minimum number of shares being tendered.
It is proposed that the company repurchase such number of Shares at the Repurchase Price (as defined below) up to a maximum aggregate consideration of $15 million, subject to any amendments by the company of the Buyback Offer. Shares repurchased will be cancelled and result in a reduction of RAK’s registered share capital.
If the company elects to acquire shares pursuant to the Buyback Offer, it will select one price to be paid for all the Shares validly offered for tender at and below that price, but it may in its sole discretion direct the Manager to accept all, or a pro-rata portion of, any offers to tender Shares which are tendered at a price equal to or below the Repurchase Price. Any acceptances of Offers will be subject to the Cap.
Shareholders offering to sell their shares at prices lower than the Repurchase Price selected by the company will receive the higher Repurchase Price for their shares. Offers to sell shares at prices higher than the Repurchase Price selected by the company will not be accepted and will not result in a share sale.