The Board of Reabold Resources has announced that they have reached agreement on the terms of a recommended all share offer by Reabold for Union Jack Oil.
The boards of Union Jack and Reabold believe that the Offer has a compelling strategic rationale, creating a more substantial and better capitalised oil and gas investment company with complementary assets and aligned objectives. The Offer is expected to deliver benefits to shareholders and other stakeholders of both companies, including enhanced scale, improved access to capital and a broader, more diversified portfolio. The all-share nature of the Offer enables Union Jack Shareholders to participate in the future value creation of the Enlarged Group, while Reabold Shareholders are expected to benefit from increased exposure to producing and development assets and the potential for operational efficiencies and disciplined capital allocation across a combined asset base.
In addition, having undertaken an extensive review of Union Jack's strategic and financing options, and having carefully considered the alternatives available, the board of Union Jack has concluded that no alternative proposal capable of providing the funding required to execute Union Jack's strategy is currently available on acceptable terms.
In the absence of such funding or the Offer, the board of Union Jack is of the view that Union Jack will, in the short term, be unable to meet its licence commitments, which, in accordance with the licence terms, may result in the forfeiture of key assets within the Union Jack portfolio.
The board of Union Jack believes that the Offer provides the only financing option to prevent this outcome and is therefore of the view that the Offer is in the best interests of shareholders.
Given the foregoing, the board of Union Jack welcomes that the Acceptance Condition has been set at a level that requires Reabold to acquire or contract to acquire shares carrying only approximately 75 per cent. of the voting rights normally exercisable at a general meeting of Union Jack.
Background to and reasons for the Offer
Reabold submitted a non-binding indicative proposal to the Union Jack Board on 5 June 2026 regarding a possible all-share offer, following which the parties engaged in discussions and Reabold conducted confirmatory due diligence on Union Jack’s business and assets. Following this process, the boards of Reabold and Union Jack reached agreement on the terms of a recommended all-share offer.
The Reabold Board believes the Offer has a compelling strategic rationale, combining two complementary UK-focused onshore oil and gas businesses to create a larger, more diversified and better capitalised group. The Enlarged Group is expected to benefit from increased scale, broader asset exposure (including producing and development assets), improved access to capital and enhanced ability to progress key projects.
The combination is also expected to deliver operational and corporate efficiencies, including optimised development planning across shared assets and more effective capital allocation, allowing a greater proportion of capital to be deployed directly into asset development and value creation. The all-share structure allows Union Jack Shareholders to participate in the future upside of the Enlarged Group, while providing Reabold Shareholders with increased exposure to a broader portfolio with enhanced nearterm cash flow potential.
Reabold is well-funded for its upcoming work programme, including the West Newton recompletion, and has recently demonstrated continued access to capital through the successful raising of £4.16 million through the issue of equity at the prevailing market price. For Union Jack Shareholders, the Offer provides an opportunity to realise an immediate premium while also gaining increased exposure to the development upside of West Newton as well as the broader Reabold portfolio within a larger, better capitalised platform.
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Source: Reabold Resources/Union Jack
