Day 21 Acceptance Level Update
Reabold Resources plc has provided an update on its recommended all-share offer for Union Jack Oil plc, reporting that as of August 19, 2026, valid acceptances had been received for 305,650 Union Jack Shares, representing approximately 0.2% of the issued share capital. Including irrevocable undertakings for 3,132,144 shares, which represent approximately 2.14%, Reabold has secured a total of 3,437,504 Union Jack Shares, or 2.35%, towards the offer's acceptance condition. The Union Jack Board unanimously recommends shareholders accept the offer, citing the creation of a stronger UK onshore portfolio, increased exposure to West Newton, enhanced scale, diversification, and efficiency, and the potential risk to Union Jack's assets without the offer or alternative funding. The offer remains open until September 25, 2026.
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In accordance with Rule 17 of the Code, Reabold confirms that, as at 1.00 p.m. (London time) on 19 August 2026, Reabold had received valid acceptances of the Offer in respect of a total of 305,650 Union Jack Shares, representing approximately 0.2 per cent. of the existing issued share capital of Union Jack.
As described in paragraph 8 of Part VII of the Offer Document, 3,132,144 Union Jack Shares are the subject of irrevocable undertakings to accept the Offer (the "Irrevocable Shares"), representing approximately 2.14 per cent. of the issued share capital of Union Jack. Insofar as Reabold is aware, these commitments remain outstanding as at 1.00 p.m. (London time) on 19 August 2026. As such, none of the abovementioned acceptances are in respect of the Irrevocable Shares.
Reabold is informed that these acceptances are subject to clerical delay on the part of nominees holding these Irrevocable Shares on behalf of the relevant individuals. The Union Jack Directors providing irrevocable undertakings are in contact with their nominee and investment platforms to procure the acceptance of the Offer in accordance with the terms of their respective undertakings.
Therefore, as at 1.00 p.m. (London time) on 19 August 2026, Reabold counted 3,437,504 Union Jack Shares, representing approximately 2.35 per cent. of the existing issued share capital of Union Jack, towards the satisfaction of the Acceptance Condition to the Offer.
The percentages of Union Jack Shares referred to in this announcement are based on figures of 146,565,896 Union Jack Shares in issue as at close of business in London on 28 July 2026 (being the last Business Day prior to the publication of the Offer Document).
Why Union Jack Shareholders Should Accept the Offer
The Union Jack Board, who have been so advised by Gneiss Energy Limited as to the financial terms of the Offer, unanimously consider the terms of the Offer to be fair and reasonable. Accordingly, the Union Jack Directors are unanimously recommending that Union Jack Shareholders accept, or procure the acceptance, of the Offer in respect of all their Union Jack Shares.
The Reabold Board believes that the Offer should be accepted by Union Jack Shareholders for reasons including the following:
- A stronger UK onshore portfolio. The transaction brings together complementary interests in producing assets such as Wressle, alongside appraisal and development opportunities including West Newton and Keddington, as well as the companies' wider portfolios.
- Funding and increased West Newton exposure. Union Jack shareholders will gain increased indirect exposure to West Newton within a company that is funded for the forthcoming recompletion programme. Reabold has also recently demonstrated access to capital through a successful £4.16 million equity fundraising.
- Scale, diversification and efficiency. The Enlarged Group is expected to benefit from production revenues, a combined cash position, improved access to equity and debt capital, and reduced duplication of public-company costs. Simplified ownership of shared assets should also support more efficient decision-making and capital allocation.
- Protecting Union Jack's portfolio. As outlined above, following an extensive review, the Union Jack Board has stated that it has not identified an alternative proposal capable of providing the funding required to execute Union Jack's strategy on acceptable terms. It has warned that, without the Offer or alternative funding, Union Jack may be unable to meet near-term licence commitments, potentially placing important portfolio assets at risk.
Action to be taken by 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.
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