BLVN Bowleven Limited

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT MAY CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE UK'S MARKET ABUSE REGULATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

2 April 2024

Bowleven plc

Result of General Meeting

Bowleven plc ("Bowleven" or the "Company"), announces that at the Company's General Meeting held earlier today, all Resolutions were passed and, as such, the Capital Reorganisation and Open Offer will be completed (subject to Admission), and the waiver of a potential obligation under Rule 9 of the Takeover Code for Crown Ocean Capital to make a mandatory general cash offer for the whole of the issued and to be issued share capital not already owned by Crown Ocean has been approved.

The voting results for the Resolutions are set out below. The full text of the Resolutions is set out in the Notice of the General Meeting which forms part of the Circular published by the Company on 14 March 2024. Resolutions 1, 2 and 3 were passed as ordinary resolutions and Resolutions 4 and 5 were passed as special resolutions.

* Votes in favour include votes where the Chair of the General Meeting was given discretion regarding how to vote.

** Percentages are expressed as a proportion of total votes cast (which does not include votes withheld).

*** A 'vote withheld' is not a vote in law and is not counted in the calculation of votes 'for' or 'against' the Resolutions.

**** Only Independent Shareholders were entitled to vote on Resolution 1, as required by the Takeover Code.

Expected Timetable of Principal Events                                                                                                                                                                 

The Open Offer closed for acceptances at 11.00 a.m. on 2 April 2024 and a further announcement will be made with the results of the Open Offer as soon as practicable.

An indicative timetable to closing of the Open Offer and Admission is set out below. The times and dates set out in the indicative timetable and mentioned elsewhere in this announcement are times and dates in London and may be adjusted by the Company at its discretion. Should the expected timetable of events change, the Company will make a further announcement at that time.

Terms used but not defined in this announcement have the same meaning as set out in the Circular published by Bowleven on 14 March 2024.

ENQUIRIES          

For further information, please contact:    

Bowleven plc      

Eli Chahin, Chief Executive                                                                               + 44 (0)203 327 0150

Shore Capital (Nominated Adviser, Financial Adviser & Broker)

Daniel Bush                                                                                                           + 44 (0)207 7408 4090

Rachel Goldstein

Camarco (Financial PR)

Owen Roberts                                                                                                      + 44 (0)203 757 4980

Hugo Liddy

IMPORTANT INFORMATION

This announcement is not intended to, and does not constitute, an offer to sell or the solicitation of an offer to subscribe for or buy, or an invitation to subscribe for or to purchase any securities, or an offer to acquire via tender offer or otherwise any securities, or the solicitation of any vote, in any jurisdiction.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons into whose possession this announcement comes should inform themselves about and observe any applicable restrictions or requirements.  No action has been taken by the Company that would permit possession or distribution of this announcement in any jurisdiction where action for that purpose is required.  Any failure to comply with such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction.

The New Ordinary Shares have not been, nor will they be, registered under the US Securities Act of 1933 (as amended) or under the securities laws of any state of the United States or qualify for distribution under any of the relevant securities laws of USA, Australia, Canada, Japan, the countries of the EEA and the Republic of South Africa.  Shareholders outside the UK and any person (including, without limitation, custodians, nominees and trustees) who has a contractual or other legal obligation to forward this announcement to a jurisdiction outside the UK should seek appropriate advice before taking any action.

Shore Capital and Corporate Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as nominated adviser, and Shore Capital Stockbrokers Limited (together with Shore Capital and Corporate Limited, "Shore Capital") is acting exclusively as broker, for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Shore Capital, or for providing advice in relation to the contents of this announcement or any matter referred to in it.  The responsibilities of Shore Capital as the Company's nominated adviser and broker under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director, Shareholder or any other person, in respect of his decision to acquire shares in the capital of the Company in reliance on any part of this announcement, or otherwise.

No liability is accepted by Shore Capital or by any of their respective affiliates or agents or any of their respective directors, officers, employees, members, agents, advisers, representatives or shareholders nor do they make any representation or warranty, express or implied, in relation to the contents of this announcement, including its accuracy or completeness or for any other written or oral statement made or purported to be made by it, or on its behalf, in connection with the Company and the matters described in this announcement and accordingly Shore Capital disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any such statement, to the maximum extent permitted by law and the regulations to which it is subject.

This announcement is directed at, and distributed to, only: (a) persons in member states of the European Economic area who are "qualified investors", as defined in article 2 (e) of the Regulation (EU) 2017/1129 (together with its delegated and implementing regulations) (the "EU Prospectus Regulation"), (b) in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2) of the Order and (ii) are "qualified investors", as defined in Article 2 (e) of the Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation") ("UK Qualified Investors"), and (c) persons to whom it may otherwise lawfully be communicated (each, a "Relevant Person"). No person who is not a Relevant Person should act on or rely on this announcement and any persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement or the Open Offer relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Open Offer set out in this announcement are for information purposes only. This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by Shore Capital or any other person authorised under FSMA. This announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply. No prospectus or admission document will be made available in connection with the matters contained in this announcement, only the Circular, and no such prospectus is required (in accordance with the UK Prospectus Regulation) to be published.

The Open Offer (subject to certain limited exceptions) is only being extended to Qualifying Shareholders, and as such (subject to certain limited exceptions) is not being extended into the United States or any other Excluded Territory. This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to sell, allot or issue, or any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, or an offer to acquire, any securities of the Company in the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland, the Republic of South Africa or in any other jurisdiction where the extension or availability of the Open Offer would result in a requirement to comply with any governmental or other consent or any registration filing or other formality which the Company regards as unduly onerous or otherwise breach any applicable law or regulation. This announcement and any other document relating to the Open Offer may not be sent into, distributed or otherwise disseminated (including by custodians, nominees or trustees or others that may have a contractual or legal obligation to forward such documents) in the United States by use of the mails or by any means or instrumentality of interstate or foreign commerce (including, without limitation, email, facsimile transmission, the internet or other form of electronic transmission) or any facility of a national securities exchange of the United States.

The Open Offer Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will not be any public offering of the Open Offer Shares in the United States.

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto the Open Offer Shares have been subject to a product approval process, which has determined that they each are: (a) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (b) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the UK Product Governance Requirements) should note that: the price of the Open Offer Shares may decline and investors could lose all or part of their investment; the Open Offer Shares offer no guaranteed income and no capital protection; and an investment in the Open Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Open Offer.  

For the avoidance of doubt, the Target Market Assessment does not constitute: (i) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business Sourcebook; or (ii) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to, the Open Offer Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Open Offer Shares and determining appropriate distribution channels.