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 SUCH JURISDICTION
FOR IMMEDIATE RELEASE
14 August 2026
RECOMMENDED CASH ACQUISITION
of
DELTIC ENERGY PLC ("Deltic" or the "Company")
by
NEO NEXT+ ENERGY UPSTREAM UK LIMITED ("NEO NEXT+")
to be effected by means of a scheme of arrangement under
Part 26 of the Companies Act 2006
Scheme of Arrangement becomes Effective
On 7 May 2026, the boards of NEO NEXT+ and Deltic announced that they had reached agreement on the terms of a recommended cash offer for the entire issued, and to be issued, ordinary share capital of Deltic (the "Acquisition"), to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
On 24 June 2026, the Scheme was approved by the requisite majority of Scheme Shareholders at the Court Meeting and the Special Resolution relating to the implementation of the Scheme was approved by the requisite majority of Deltic Shareholders at the General Meeting.
On 24 July 2026, it was announced that the NSTA had provided its written consent to the proposed change of control of Deltic pursuant to the Acquisition. Condition 3.1 of the Scheme, being the NSTA Condition, was therefore satisfied.
The High Court of Justice in England and Wales sanctioned the Scheme on 13 August 2026 pursuant to which the Acquisition is being implemented.
Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Scheme Document.
Scheme of arrangement becomes effective
Deltic is pleased to announce that earlier today the Court Order (together with a copy of the Scheme and all documents required to be annexed thereto) was delivered to the Registrar of Companies. As such, all of the conditions set out in the Scheme Document in respect of the Acquisition have now been satisfied and, accordingly, the Scheme has now become Effective in accordance with its terms and the entire issued share capital of Deltic is now owned by NEO NEXT+.
Settlement
Where, at the Scheme Record Time, a Scheme Shareholder holds Scheme Shares in uncertificated form (that is, in CREST), the Cash Consideration to which such Scheme Shareholder is entitled will be transferred to such person through CREST, by NEO NEXT+ (and/or its nominee(s)) arranging the creation of an assured payment obligation in favour of the appropriate CREST account(s) of the persons entitled thereto in accordance with the CREST assured payment arrangements (as set out in the CREST Manual) in respect of the Cash Consideration by no later than 14 days after the Effective Date.
Where, at the Scheme Record Time, a Scheme Shareholder holds Scheme Shares in certificated form (that is, not in CREST), settlement of the Cash Consideration to which such Scheme Shareholder is entitled, will be despatched by no later than 14 days after the Effective Date by cheque drawn on a UK clearing bank and sent by first class post (or by international standard post or airmail, if overseas).
Suspension and cancellation of trading of Deltic Shares on AIM
Dealings in Deltic Shares will be suspended with effect from 7.30 a.m. this morning, 14 August 2026. As a result of the Scheme having become Effective, share certificates in respect of Scheme Shares will cease to be valid documents of title and entitlements to Scheme Shares held in uncertificated form in CREST are being cancelled.
An application has been made to the London Stock Exchange for the cancellation of the admission to trading on AIM of Deltic Shares, which is expected to take effect at 7.00 a.m on 17 August 2026.
Other
As a result of this announcement, Deltic is no longer in an "Offer Period" as defined in the Takeover Code and accordingly the dealing disclosure requirements previously notified to investors no longer apply.
The person responsible for arranging for the release of this Announcement on behalf of Deltic is Andrew Nunn, Chief Executive Officer.
Enquiries:
|
Deltic |
|
|
Andrew Nunn Sarah McLeod |
+44 207 887 2630 |
|
Allenby Capital (Rule 3 Adviser, Nominated Adviser and Financial Adviser to Deltic) |
+44 203 328 5656 |
|
David Hart Alex Brearley |
|
|
NEO NEXT+ |
+44 12 2429 7000 |
|
Robert Gair Andrew McIntosh |
|
|
Peel Hunt (Financial Adviser to NEO NEXT+) |
|
|
Richard Crichton Michael Nicholson Georgia Langoulant |
+44 20 7418 8900 |
|
Camarco (PR Adviser to NEO NEXT+) |
|
|
Billy Clegg Sam Morris |
+44 (0) 20 3757 4980 |
DAC Beachcroft LLP is acting as legal adviser to Deltic in connection with the Acquisition.
Pinsent Masons LLP is acting as legal adviser to NEO NEXT+ in connection with the Acquisition.
Important notices about financial advisers
Allenby Capital Limited ("Allenby Capital"), which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser to Deltic and no one else in connection with the matters described in this Announcement including the Acquisition and will not be responsible to anyone other than Deltic for providing the protections afforded to clients of Allenby Capital nor for providing advice in relation to the Acquisition or any other the matters referred to in this Announcement. Neither Allenby Capital nor any of its subsidiaries, branches 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 Allenby Capital in connection with this Announcement, any statement contained herein, any offer or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to NEO NEXT+ and no one else in connection with the Acquisition and will not be responsible to anyone other than NEO NEXT+ for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to the Acquisition or any other matters referred to in this Announcement. Neither Peel Hunt nor any of its 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 Peel Hunt in connection with this Announcement, any statement contained herein or otherwise.
Overseas jurisdictions
The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom, and the availability of the Acquisition to Deltic Shareholders who are not resident in the United Kingdom, may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Announcement comes should inform themselves about and observe such restrictions.
General
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 or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.