Reabold Resources - Day 35 Acceptance Level Update
Released
Released
Announcement PDF
RNS Number : 4471T
Reabold Resources PLC
04 September 2026
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
4 September 2026
Recommended All Share Offer
for
Union Jack Oil plc ("Union Jack")
by
Reabold Resources plc ("Reabold")
Day 35 Acceptance Level Update
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 a recommended 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, Union Jack and Reabold announced that the offer document containing the full terms and
conditions of the Offer and the procedures for acceptance of the Offer (the "Offer Document") was published and
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 words and expressions in this announcement shall, unless otherwise defined, have the meaning given
in the Offer Document.
Day 35 acceptance level update
In accordance with Rule 17 of the Code, Reabold confirms that, as at 1.00 p.m. (London time) on 3 September
2026, Reabold had received valid acceptances of the Offer in respect of a total of 8,352,272 Union Jack Shares,
representing approximately 5.70 per cent. of the issued share capital of Union Jack.
So far as Reabold is aware, included within the above are valid acceptances in respect of 3,132,144 Union Jack
Shares, representing approximately 2.14 per cent. of the issued share capital of Union Jack, which were the
subject of irrevocable undertakings to accept the Offer (the "Irrevocable Shares"). Further details of these
irrevocable undertakings are as set out in paragraph 8 of Part VII of the Offer Document.
Therefore, as at 1.00 p.m. (London time) on 3 September 2026, Reabold counted 8,352,272 Union Jack
Shares, representing approximately 5.70 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).
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.
Union Jack Shareholders are encouraged to accept the Offer as soon as possible. Acceptance of the Offer
can help ensure that Union Jack's assets become part of a better-capitalised and more competitive business. The
Reabold Board therefore urges all Union Jack Shareholders to read the Offer Document carefully and accept the
recommended Offer as soon as possible.
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.
The Offer is subject to the full terms and conditions set out in the Offer Document and the Form of Acceptance.
Shareholder helpline
If you have any questions about the Offer Document or are in any doubt as to how to accept the Offer, or if you
want to request a hard copy of the Offer Document (including if you are a person with information rights or a holder
of options or awards under the Union Jack Options), please contact the Receiving Agent, Neville Registrars
Limited, on 0121 585 1131 (if calling from within the UK) or on +44 (0) 121 585 1131 (if calling from outside the
UK). Lines are open 9.00 a.m. to 5.00 p.m. (London time) Monday to Friday (excluding UK public holidays). Calls
may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice
on the merits of the Offer nor give any financial, legal or tax advice.
Further information and enquiries:
Reabold Resources Plc Via our Investor Hub
Stephen Williams
Sachin Oza
https://reabold.com/
Cavendish
Nominated & Financial Adviser and Broker to Reabold
+44 (0) 20 7220 0500
Neil McDonald
Pearl Kellie
Henrik Persson
Finn Gordon
Camarco
Investor Relations Adviser to Reabold
+44 (0) 20 3757 4980
Billy Clegg
Rebecca Waterworth
Sam Morris
Union Jack Oil plc
David Bramhill info@unionjackoil.com
SP Angel Corporate Finance LLP
Nominated & Financial Adviser and Broker to Union Jack
+44 (0)20 3470 0470
Matthew Johnson
Richard Hail
Jen Clarke
Gneiss Energy Limited
Lead Financial Adviser and Rule 3 Adviser to Union Jack
+ 44 (0)20 3983 9263
Jon Fitzpatrick
Nicholas Barnett
Harbour Access
USA Investor Relations Adviser to Union Jack
+1 (475) 477 9402
Jonathan Paterson
Hill Dickinson LLP is acting as legal adviser to Reabold and Keystone Law Limited is acting as legal adviser to
Union Jack.
Important Notices
Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively as financial adviser to Reabold and no one else in
connection with the matters referred to in this announcement, and will not regard any other person (whether or not
a recipient of this announcement) as their client in relation to the matters referred to in this announcement and is
not, and will not be, responsible to anyone other than Reabold for providing the protections afforded to clients of
Cavendish nor for providing advice in relation to the contents of this announcement or any transaction or
arrangement referred to in this announcement. Neither Cavendish nor any of its group undertakings or affiliates
owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Cavendish in connection with this
announcement, any statement contained herein, any transaction or arrangement referred to herein, or otherwise.
Gneiss Energy Limited ("Gneiss"), which is regulated by the Financial Conduct Authority in the United Kingdom, is
acting exclusively as financial adviser to Union Jack in connection with the valuation of Reabold and no one else in
connection with the matters referred to in this announcement, and will not regard any other person (whether or not
a recipient of this announcement) as a client in relation to the matters referred to in this announcement and is not,
and will not be, responsible to anyone other than Union Jack for providing the protections afforded to its clients or
for providing advice in relation to the contents of this announcement or any transaction or arrangement referred to
in this announcement. Neither Gneiss nor any of its group undertakings or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Gneiss in connection with this announcement or any matter referred
to herein.
SP Angel Corporate Finance LLP ("SP Angel"), which is regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively as financial adviser to Union Jack and no one else in connection with the matters
referred to in this announcement, and will not regard any other person (whether or not a recipient of this
announcement) as a client in relation to the matters referred to in this announcement and is not, and will not be,
responsible to anyone other than Union Jack for providing the protections afforded to its clients or for providing
advice in relation to the contents of this announcement or any transaction or arrangement referred to in this
announcement. Neither SP Angel nor any of its group undertakings or affiliates owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to
any person who is not a client of SP Angel in connection with this announcement or any matter referred to herein.
This announcement is for information purposes only and is not intended to and does not constitute or form part of,
an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or approval in any jurisdiction in contravention of applicable
law.
The Offer will be made solely by the Offer Document (together with, in the case of Union Jack Shares in
certificated form, the Form of Acceptance, which contains the full terms and conditions of the Offer, including
details of how the Offer may be accepted. Union Jack Shareholders should carefully read the Offer Document
(and, if they hold their Union Jack Shares in certificated form, the Form of Acceptance) in its entirety before making
a decision with respect to the Offer. Each Union Jack Shareholder is urged to consult its independent professional
adviser immediately regarding the tax consequences to it (or its beneficial owners) of the Offer.
The Offer is subject to the full terms and condition that will be set out in the Offer Document and, in respect of
Union Jack Shares held in certificated form, the Form of Acceptance.
The statements contained in this announcement are made as at the date of this announcement, unless some other
time is specified in relation to them, and publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since such date.
This announcement does not constitute a prospectus or prospectus exempted document.
Inside Information
This announcement contains inside information as stipulated under the Market Abuse Regulations (EU) No.
596/2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (together, "UK MAR").
Upon the publication of this announcement via a Regulatory Information Service, this inside information will be
considered to be in the public domain. For the purposes of UK MAR, the person responsible for arranging for the
release of this information on behalf of Reabold is Chris Connolly, Chief Financial Officer.
Overseas Shareholders
The Offer relates to securities in a company which is registered in England and Wales and which are admitted to
trading on the AIM market operated by the London Stock Exchange and is subject to the disclosure requirements,
rules and practices applicable to such companies, which differ from those of Restricted Jurisdictions in certain
material respects.
This announcement has been prepared for the purposes of complying with English law, the Market Abuse
Regulation, the Disclosure Guidance and Transparency Rules, the AIM Rules, the rules of the London Stock
Exchange and the Code, and the information disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United
Kingdom.
The release, publication or distribution of this announcement in or into certain jurisdictions other than the United
Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about, and observe, any applicable requirements.
To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any
responsibility or liability for the violation of such restrictions by any person.
Copies of this announcement and formal documentation relating to the Offer shall not be, and must not be, mailed
or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to
do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported acceptance of the Offer.
Unless otherwise permitted by applicable law and regulation, the Offer may not be made, directly or indirectly, in or
into, or by the use of mails or any means or instrumentality (including, but not limited to, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other
securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such
use, means, instrumentality or facilities.
Further details in relation to Overseas Shareholders are contained in the Offer Document.
Forward Looking Statements
This announcement (including information incorporated by reference in this announcement), oral statements made
regarding the Offer, and other information published by Union Jack or Reabold contain statements which are, or
may be deemed to be, "forward looking statements". Such forward looking statements are prospective in nature
and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding
the business strategies and the environment in which Reabold shall operate in the future and are subject to risks
and uncertainties that could cause actual results to differ materially from those expressed or implied by those
statements. The forward-looking statements contained in this announcement relate to Reabold's' future prospects,
developments and business strategies, the expected timing and scope of the Offer and other statements other
than historical facts. In some cases, these forward looking statements can be identified by the use of forward
looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares",
"anticipates", "expects", "is expected to", "is subject to", "intends", "may", "will" ,"seeks", "trends", "shall" or
"should" or their negatives or other variations or comparable terminology. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and depend on circumstances that shall
occur in the future. These events and circumstances include the ability to complete the Offer, the ability to obtain
requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and
schedule, changes in the anticipated benefits from the proposed transaction not being realised as a result of
changes in general economic and market conditions in the countries in which Reabold and Union Jack operate,
changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange
and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these
risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may
differ materially from those expected, estimated or projected. Such forward looking statements should therefore be
construed in the light of such factors.
Neither Reabold, nor any of their respective associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-
looking statements in this document shall actually occur. Specifically, statements of estimated cost savings and
synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and
contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later
or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of
the Union Jack Group, there may be additional changes to the Union Jack's Group's operations. As a result, and
given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less
than those estimated. Given these risks and uncertainties, potential investors should not place any reliance on
forward looking statements. The forward-looking statements speak only at the date of this document. All
subsequent oral or written forward- looking statements attributable to Reabold, or any of its associates, directors,
officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.
Reabold expressly disclaims any obligation to update such statements other than as required by law or by the
rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it
has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure
following the commencement of the offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii)
any securities exchange offeror (s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must
be made by no later than 3.30 p.m. on the 10th
business day following the commencement of the offer period and,
if appropriate, by no later than 3.30 p.m. on the 10th
business day following the announcement in which any
securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree
company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. on the business day following
the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to
acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing
Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with
any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures
and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at
http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer
period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance
Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.
Electronic Communications
Please be aware that addresses, electronic addresses and certain information provided by Union Jack
Shareholders, persons with information rights and other relevant persons for the receipt of communications from
Union Jack may be provided to Reabold during the Offer Period as requested under Section 4 of Appendix 4 of the
Code to comply with Rule 2.11(c) of the Code.
Publication on Website and Availability of Hard Copies
Pursuant to Rule 26.1 of the Code, this announcement, together with all information incorporated into this
document by reference to another source, subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, shall be available on Reabold's website at www.reabold.com and Union Jack's website at
www.unionjackoil.com by no later than 12 noon (London time) on the Business Day following this announcement.
For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this
announcement.
Pursuant to Rule 30.3 of the Code, you may request a hard copy of this announcement and/or any information
incorporated into this announcement by reference to another source by contacting the Cavendish. You may also
request that all future documents, announcements and information to be sent to you in relation to the offer should
be in hard copy form. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate.
If you are in any doubt about the contents of this announcement or the action you should take, you are
recommended to seek your own independent financial advice immediately from your stockbroker, bank manager,
solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act
2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority
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may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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