Publication of the Offer Document
Reabold publishes offer document for recommended all-share acquisition of Union Jack Oil; acceptance deadline 25 September 2026.
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Further to that announcement, Union Jack and Reabold are pleased to announce that the offer document containing the full terms and conditions of the Offer and the procedures for acceptance of the Offer (the "Offer Document") has today been published and is being made available to Union Jack Shareholders and to persons with information rights, together with (for those Union Jack shareholders who hold their Union Jack Shares in certificated form) the related Form of Acceptance.
The Offer Document contains, inter alia, a letter from the chair of Reabold, a letter from the chair of Union Jack, which contains the unanimous recommendation of the directors of Union Jack that Union Jack Shareholders accept or procure acceptance of the Offer, as well as the actions to be taken by Union Jack Shareholders with regard to the procedure for acceptance.
Subject to certain restrictions relating to persons residing in Restricted Jurisdictions, the Offer Document will be made available on Reabold's website at www.reabold.com and Union Jack's website at www.unionjackoil.com. For the avoidance of doubt, the contents of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.
Terms used but not defined in this announcement have the same meaning given to them in the Offer Document.
Information for Union Jack Shareholders
The Offer will remain open for acceptances until 1.00 p.m. (London time) on 25 September 2026, which is the Unconditional Date.
The Unconditional Date may be brought forward or extended in accordance with the Code, as further described in paragraphs 2.2 and 2.4 of Section C of Part III of the Offer Document.
To accept the Offer in respect of Union Jack Shares held in certificated form (that is, not in CREST), you must complete, sign and return the Form of Acceptance accompanying the Offer Document (together with the relevant share certificate(s) and/or other document(s) of title) as soon as possible and in any event so as to be received no later than 1.00 pm (London time) on 25 September 2026 or, if earlier, the Unconditional Date. To accept the Offer in respect of uncertificated Union Jack Shares (that is, in CREST), you must follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible and, in any event, so that the transfer to escrow settles no later than 1.00 pm (London time) on 25 September 2026 or, if earlier, the Unconditional Date. Full details of the procedures for acceptance of the Offer are set out in paragraph 17 of Part 1 of the Offer Document and as further described in the Form of Acceptance.
Expected timetable of principal events
The Offer Document contains an expected timetable of principal events relating to the Offer, which is also set out in the Appendix to this announcement.
If any of the key dates set out in the timetable change, Reabold will give notice of this change by issuing an announcement through a Regulatory Information Service and by making such announcement available on the Reabold website at www.reabold.com.
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APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| Event | Time and/or Date |
| Announcement of the Offer | 1 July 2026 |
| Publication and posting of the Offer Document and the Form of Acceptance | 29 July 2026 |
| Annual General Meeting of Reabold | 30 July 2026 |
| Time and date of Requisitioned General Meeting of Union Jack | 11.00 a.m. on 24 August 2026 |
| Time and date of adjourned Annual General Meeting of Union Jack | 12.00 p.m. on 24 August 2026 |
| Earliest time and date by which the Offer can be accepted | 5.00 p.m. on 19 August 2026 (2) |
| Latest time and date by which the Offer can be accepted | 1.00 p.m. on 25 September 2026 (2) |
| Latest time and date by which the Offer may be declared or become unconditional | 5.00 p.m. on 25 September 2026 (4)(5)(6) |
| Settlement of consideration to Union Jack Shareholders who accept the Offer prior to the Offer becoming or being declared unconditional | No later than 14 calendar days after the Offer becoming or being declared unconditional |
| Long-stop date in relation to the Offer | midnight on 31 December 2026 (7) |
Notes:
- Certain dates and times given are indicative only and are based on current expectations and may be subject to change in accordance with the terms and Conditions of the Offer, as described in the Offer Document. If any of the times and/or dates above change, the revised times and/or dates will be announced via a RIS.
- Reabold reserves the right (but shall not be obliged, other than as may be required by the Code) at any time or from time to time to extend the Offer after such time.
- The Offer shall lapse unless all of the Conditions have been fulfilled (or, where permitted, waived) by midnight (London time) on the earlier of the Unconditional Date and the Long-stop Date (subject to the rules of the Code and, where applicable, the consent of the Panel).
- If the Offer becomes or is declared unconditional and Union Jack receives acceptances under the Offer in respect of, and/or otherwise, acquires 90 per cent. or more of the Union Jack Shares to which the Offer relates, Reabold may, subject to the provisions of the UK Companies Act 2006 (the "CA 2006"), exercise its rights in accordance with sections Chapter 3 of Part 28 of the CA 2006, to acquire compulsorily, on the same terms as the Offer, the remaining Union Jack Shares not acquired or agreed to be acquired by or on behalf of Reabold pursuant to the Offer.
- If the Offer becomes or is declared unconditional, Reabold will keep the Offer open for acceptances for at least 14 days following the date on which the Offer becomes or is declared unconditional.
- The Unconditional Date shall be 25 September 2026 unless it is brought forward by Reabold publishing an Acceleration Statement in accordance with the requirements of the Code and as further described in paragraphs 2.2 and 2.4 of Section C of Part III of the Offer Document.
- The Long-stop Date will be midnight on 31 December 2026, or such later date as may be agreed between Reabold and Union Jack and, if required, the Panel may allow
- References to times and dates in this announcement and the Offer Document are, unless specified otherwise, to London times and dates.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.