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Disclosure under Rule 2.10 (c)

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Union Jack Oil plc announced that Reabold Resources plc's recommended all-share offer document has been published. However, two shareholders holding an aggregate of 20,650,096 ordinary shares, representing 14.09% of the total voting rights, have issued a Letter of Intent confirming they will not accept the offer on its current terms. The Union Jack board, advised by Gneiss, considers the offer fair and reasonable, believing it is the only viable financing option to prevent potential forfeiture of key assets due to an inability to meet licence commitments and accelerated cash calls for the West Newton project, especially following a recent shareholder requisition to remove directors.

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For

Union Jack Oil plc ("Union Jack")

By

Reabold Resources plc ("Reabold")

On 1 July 2026, the board of directors of Reabold, the investing company focused on developing strategic gas projects for European energy security, announced that it had reached agreement on the terms of a recommended all share offer by Reabold for Union Jack to be effected by means of a UK Takeover Code (the "Code") offer within the meaning of Part 28 of the CA 2006 (the "Offer").

Further to that announcement, Union Jack and Reabold announced on 29 July 2026 that the offer document containing the full terms and conditions of the Offer and the procedures for acceptance of the Offer (the "Offer Document") had been published and was 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. Capitalised terms used but not defined in this announcement have the meanings given to them in the Offer Document.

Letter of Intent

On 29 July 2026, Reabold received a Letter of Intent (the "Letter of Intent") from Craig Howie and John Americanos, shareholders in Union Jack, holding, in aggregate, 20,650,096 ordinary shares in Union Jack, representing 14.09 per cent. of its total voting rights of 146,565,896. For the purposes of the Offer, those shareholders have confirmed that they will not accept the Offer in respect of any of the shares in which they are interested.

Accordingly, the total number of Union Jack shares subject to letters of intent not to accept the Offer is 20,650,096 Union Jack shares representing approximately 14.09 per cent. of the total issued share capital of Union Jack as at 29 July 2026, being the last Business Day prior to the date of this announcement.

The confirmation in the Letter of Intent relates to the Offer on its present terms and the relevant shareholders to which it relates confirmed that they do not intend to revise it while those terms stand. The relevant shareholders reserve the right to accept any revised offer and to consider any competing proposal on its merits, and nothing in the Letter of Intent obliges them to accept any offer.

The Letter of Intent is available for shareholder to view on the Union Jack microsite.

The Recommendation of the Union Jack Board

As set out in the Offer Document, the Union Jack Directors, who have been so advised by Gneiss as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing its advice to the Union Jack Directors, Gneiss has taken into account the commercial assessments of the Union Jack Directors. Gneiss is providing independent financial advice to the Union Jack Directors for the purposes of Rule 3 of the Code.

In addition, having undertaken an extensive review of Union Jack's strategic and financing options, and having carefully considered the alternatives available, the board of Union Jack has concluded that no alternative proposal capable of providing the funding required to execute Union Jack's strategy is currently available on acceptable terms.

In the absence of such funding or the Offer, the Union Jack board is of the view that Union Jack will, in the short term, be unable to meet its licence commitments. In particular, the Union Jack board has considered the likelihood of accelerated cash calls for the West Newton project (where Reabold has an economic interest of 69.9%) and payments for loss of office following the recent shareholder requisition received by Union Jack to remove all of its current directors. Consequently, in accordance with the licence terms, this may result in the forfeiture of key assets within the Union Jack portfolio.

The board of Union Jack believes that the Offer provides the only financing option to prevent this outcome and is therefore of the view that the Offer is in the best interests of shareholders.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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