Disclosure under Rule 2.10(a)

Union Jack now has 24.39% of shares pledged against Reabold’s takeover offer.

What the company is saying

Union Jack Oil plc is emphasizing the growing opposition to Reabold’s all-share takeover offer by announcing additional letters of intent from Dr Richard Stabbins and Mr Keith Galer, who together control 1,302,198 shares (0.89% of the company’s capital) and have confirmed they will not accept the offer. The company highlights that, in total, 35,744,717 shares—representing 24.39% of the issued share capital—are now subject to irrevocable undertakings and letters of intent not to accept the offer. The New Board, led by Executive Chairman Craig Howie and Executive Director John Americanos, continues to frame the offer as 'not fair and reasonable' and claims it 'significantly undervalues the Company.' The announcement reiterates the board’s unanimous recommendation to reject the offer and asserts that Reabold is highly unlikely to meet the 75% acceptance threshold required for the deal to proceed. The company’s tone is direct and unequivocal, seeking to assure shareholders that the board’s stance is firm and widely supported. Strand Hanson is cited as the independent financial adviser backing the board’s position.

What the data suggests

The disclosed figures show that as of 21 September 2026, Reabold had secured acceptances for only 5.70% of Union Jack’s share capital, far short of the 75% threshold required for the offer to become unconditional. With the addition of Stabbins’ 1,000,000 shares (0.68%) and Galer’s 302,198 shares (0.21%), the total shares pledged not to accept the offer now stand at 35,744,717, or 24.39% of the company’s issued capital. This level of opposition makes it mathematically improbable for Reabold to reach the required acceptance condition unless a significant number of shareholders change their stance or a revised offer is made. The data is specific and transparent regarding share counts and percentages, but the board’s claim that the offer 'significantly undervalues the Company' is not supported by any disclosed valuation or financial analysis. The announcement is focused on the procedural and shareholder response aspects of the takeover, with no operational or financial performance metrics provided.

Analysis

The announcement is a factual update on the status of a takeover offer, detailing additional letters of intent not to accept the offer, board changes, and the current level of acceptances versus the required threshold. The language is direct and focused on realised events: named shareholders, share counts, and board actions are all supported by disclosed data. While the New Board asserts that the offer 'significantly undervalues the Company' and recommends rejection, these are opinions rather than forward-looking projections of operational or financial performance. There is no promotional or exaggerated language regarding future benefits or synergies, nor are there claims about long-term value creation. The only forward-looking elements are the board's recommendation and the possibility of revised or competing offers, which are standard in such contexts. The capital intensity flag is set to true because the offer concerns the entire share capital, but there is no hype as the announcement does not speculate on future returns or benefits.

Risk flags

• ●There is a risk that the board’s rejection of the offer, while supported by a significant minority of shareholders, could entrench management and limit potential value realization for shareholders if no superior offer emerges.
• ●The absence of disclosed valuation analysis or financial metrics supporting the board’s claim that the offer undervalues the company leaves shareholders without an objective basis to assess the fairness of the offer.
• ●Shareholders who have already accepted the offer may face procedural uncertainty or delays if they wish to withdraw, as the process for withdrawal is only referenced in the offer documentation and not detailed in this announcement.

Bottom line

Union Jack Oil plc has materially strengthened its defense against Reabold’s takeover by securing letters of intent and undertakings covering 24.39% of its share capital, making it highly unlikely that Reabold can achieve the 75% acceptance threshold required for the deal. The board’s messaging is clear and forceful, but its assertion that the offer undervalues the company is not backed by disclosed financial analysis, leaving shareholders to rely on board opinion rather than hard valuation data. The immediate practical effect is that the offer is likely to lapse unless Reabold revises its terms or a competing bid emerges. Investors should watch for any revised offers or significant shifts in shareholder sentiment, but as of now, the board’s position appears secure. The most important takeaway is that barring a major development, the current offer is effectively blocked.

Announcement summary

(LSE:RBD) Union Jack Oil plc announced on 24 September 2026 that it has received additional letters of intent from Dr Richard Stabbins and Mr Keith Galer, both individual shareholders, who are beneficially interested in 1,000,000 and 302,198 Union Jack Shares respectively, representing approximately 0.68% and 0.21% of the Company's existing issued ordinary share capital. Both shareholders have confirmed that they will NOT accept the all-share offer from Reabold in respect of any of the shares in which they are interested. In aggregate, the parties to the Offer have now received irrevocable undertakings and letters of intent NOT to accept the Offer in respect of 35,744,717 Union Jack Shares, representing approximately 24.39% of the Company's existing issued ordinary share capital. The Offer, announced by Reabold on 1 July 2026, was a recommended all-share offer for the entire issued and to be issued ordinary share capital of Union Jack, to be effected by means of a contractual offer under Part 28 of the CA 2006. On 29 July 2026, the Offer Document was published and made available to Union Jack Shareholders. On 24 August 2026, at the Requisitioned General Meeting, all resolutions were passed, resulting in the removal of David Bramhill, Joseph O’Farrell, and Dr Zac Phillips from the Union Jack Board and the appointment of John Americanos and Craig Howie as the New Board. On 11 September 2026, Union Jack published a circular setting out the New Board’s reasons for withdrawing the Former Board’s recommendation and rejecting the Offer. On 21 September 2026, Reabold declared the Offer final and stated it would not be increased, except under certain circumstances. As at 1.00 p.m. (London time) on 21 September 2026, Reabold counted Union Jack Shares representing approximately 5.70% of the Company’s existing issued ordinary share capital towards satisfaction of the Acceptance Condition. The Acceptance Condition requires valid acceptances in respect of not less than 75% of the Union Jack Shares to which the Offer relates and of the voting rights attached to those shares, by the Revised Unconditional Date. The New Board, advised by Strand Hanson as to the financial terms of the Offer, continues to consider that the Offer is not fair and reasonable and significantly undervalues the Company. The New Board remains unanimous and unequivocal in its rejection of the Offer and continues to recommend that Union Jack Shareholders should reject the Offer and not return Reabold’s Form of Acceptance. The Offer does not represent fair value for the Company nor an adequate premium for ceding control to Reabold. Shareholders who have not accepted the Offer need take no action. Shareholders who have already accepted the Offer are referred to paragraph 4 of Section C of Part III of the Offer Document for withdrawal rights.

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