Offer Lapse Announcement
Reabold Resources plc has announced the lapse of its all-share offer for Union Jack Oil plc, as the acceptance condition was not met by the deadline of 1:00 p.m. on October 2, 2026. Reabold received valid acceptances for only 19,085,529 Union Jack Shares, representing approximately 13.02% of the issued share capital, falling significantly short of the required threshold for a successful takeover. Reabold believes its offer would have provided Union Jack Shareholders with access to a better-capitalised platform and a wider asset portfolio, addressing Union Jack's stated need for portfolio review, capital allocation adjustments, and potential additional funding. Reabold reserves the right to make a further offer under specific circumstances outlined by the Takeover Code.
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LAPSE OF OFFER
Introduction
On 1 July 2026, the Board 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 an all share offer by Reabold for the entire issued and to be issued share capital of 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"). On 29 July 2026, the full terms and conditions of the Offer and the procedures for acceptance of the Offer (the “Offer Document”) were published and made available to Union Jack Shareholders.
As at 1:00 p.m. (London time) on 2 October 2026, Reabold had not received sufficient acceptances to satisfy the Acceptance Condition, and the Offer has now lapsed. Further details are set out in this announcement below.
Reabold observes in this light that Union Jack stated in its interim results announcement of 29 September 2026 that its newly reconstituted board of directors share Reabold’s belief that Union Jack should conduct a review of the asset portfolio, capital allocation priorities and central cost base. It was also stated that Union Jack expects to seek additional funding and is open to alternative funding arrangements, if necessary.
Reabold believes the Offer would have addressed those challenges and allowed Union Jack Shareholders to participate in a better-capitalised platform with enhanced access to funding and a wider portfolio of assets.
Day 60 acceptance level update
In accordance with Rule 31.7 of the Code, Reabold confirms that, as at 1.00 p.m. (London time) on 2 October 2026, Reabold had received valid acceptances of the Offer in respect of a total of 19,085,529 Union Jack Shares, representing approximately 13.02 per cent. of the existing issued share capital of Union Jack.
The valid acceptance received included valid acceptances from David Bramhill and Joseph O'Farrell in respect of 470,575 and 2,166,812 Union Jack Shares, respectively, pursuant to the terms of their irrevocable undertakings. Reabold is unable to confirm whether it has received valid acceptances in respect of the remaining 494,757 Union Jack Irrevocable Shares.
Acceptance Condition
As at 1:00 p.m. (London time) on 2 October 2026, Reabold may have counted 19,085,529 Union Jack Shares, representing approximately 13.02 per cent. of the existing issued share capital of Union Jack, towards satisfaction of the Acceptance Condition.
Union Jack Shareholders are reminded that the Offer was conditional, among other things, on valid acceptances of the Offer being received in respect of such number of Union Jack Shares which would result in Reabold holding Union Jack Shares carrying in aggregate more than 75 per cent. of the voting rights normally exercisable at a general meeting of Union Jack.
As such, the Acceptance Condition has not been satisfied and the Offer has now lapsed.
Reabold confirmed that neither it, nor any person acting in concert with Reabold, held any interest in relevant securities of the Union Jack prior to the commencement of the Offer and no such interests have been acquired during the Offer Period.
As the Takeover Offer has now lapsed, it is no longer open to acceptances and any accepting Union Jack Shareholders cease to be bound by their acceptances.
Reabold will now be subject to Rule 35.1 of the Code, save that Reabold reserves the right to make a further offer for the entire issued and to be issued share capital of Union Jack with the consent of the Panel, in the event that: (i) such further offer is recommended by the Union Jack Board; or (ii) a third party announces a firm intention to make an offer for Union Jack; or (iii) in the other circumstances set out in Note 1 on Rule 35.1 of the Code.
General
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).
Hill Dickinson LLP is acting as legal adviser to Reabold.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.