Deltic Energy Secures NSTA Approval for NEO NEXT+ Acquisition; High Court Sanction Hearing Set for August 13, 2026

NSTA Consent Advances Deltic Energy Acquisition Process

Deltic Energy revealed that the North Sea Transition Authority, the regulatory body overseeing oil and gas exploration and production in UK waters, has officially consented to the change of control arising from the proposed acquisition. This consent marks a crucial milestone, fulfilling one of the primary conditions precedent required before the scheme of arrangement can be implemented. Specifically, Condition 3.1 of the scheme, known as the NSTA Condition, has now been met.

The NSTA approval pertains to Deltic's North Sea operations, where the company holds exploration and production assets under regulatory licensing. Such regulatory consent is mandatory for any ownership or control changes involving entities with these licenses. The approval confirms that NEO NEXT+ Energy Upstream UK Limited meets the NSTA's standards for technical and financial capability to manage Deltic's licences and exploration interests on the UK continental shelf.

Transaction Update and Remaining Conditions for Completion

The recommended cash acquisition was initially announced on 7 May 2026, following agreement between the boards of NEO NEXT+ and Deltic on the offer terms for all issued and to-be-issued ordinary shares of Deltic. The transaction is structured as a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006, a common UK takeover mechanism. On 24 June 2026, shareholders of both companies approved the scheme at the Court Meeting and General Meeting, respectively, with the necessary majorities endorsing the deal.

While the NSTA condition is now satisfied, two further conditions—Condition 2.3 and Condition 2.4—remain outstanding, as detailed in the scheme document. The announcement does not specify these conditions. Deltic and NEO NEXT+ anticipate the scheme will become effective on 14 August 2026, subject to these conditions being met and the successful High Court sanction hearing.

High Court Sanction Hearing Scheduled for August 13, 2026

The High Court of Justice in England and Wales (Companies Court) will conduct the sanction hearing for the scheme of arrangement on 13 August 2026. The hearing will be held at the Companies Court, 7 Rolls Building, Fetter Lane, London EC4A 1NL, UK. Details including hearing time, court number, and presiding judge will be published by 4:30 pm on the business day prior via the Business and Property Court Rolls Building Cause List on the judiciary's official website.

This sanction hearing is the final regulatory step before the scheme's effectiveness. The High Court will evaluate the scheme's compliance with statutory requirements and fairness to shareholders. Upon approval, the Court Order will be submitted to the Registrar of Companies, usually within one business day, at which point the scheme will become effective. The expected effective date is 14 August 2026, based on current timelines.

Deltic Shares Trading Suspension and Delisting Schedule

The announced timetable outlines key events around the scheme’s effective date. The last dealings in Deltic shares on AIM and last date for registration of transfers are expected on 13 August 2026, coinciding with the sanction hearing. At 6:00 pm on the same day, the scheme record time will be set to determine shareholders entitled to cash consideration. CREST accounts will be disabled for Deltic shares simultaneously, halting electronic trading and transfers.

Trading on AIM for Deltic shares is expected to be suspended at 7:30 am on 14 August 2026, the anticipated effective date. Admission to AIM trading will be cancelled at 7:00 am on 17 August 2026, three business days later. Cash consideration payments to scheme shareholders will be dispatched by cheque, credited to CREST accounts, or transferred electronically within 14 days of effectiveness. The long stop date for the scheme to become effective is 11:59 pm on 31 December 2026.

Overview of Deltic Energy’s Operations and Regulatory Environment

Deltic Energy is an AIM-listed upstream oil and gas exploration and production company focused on the North Sea, holding exploration and appraisal interests on the UK continental shelf. The company operates amid evolving energy transition and climate regulations. The NSTA regulates Deltic’s activities, managing the UK offshore energy sector’s transition and ensuring supply security during the shift to renewables and lower-carbon solutions.

The NSTA’s consent confirms that Deltic’s assets and operations satisfy the regulator’s technical and financial standards and comply with UK offshore oil and gas licensing frameworks. This approval indicates that NEO NEXT+ has demonstrated its capability to responsibly operate and manage these assets in line with regulatory requirements.

Shareholder Approval and Scheme Implementation Details

Shareholders approved the acquisition on 24 June 2026, with both the Court Meeting and General Meeting voting in favour by the required majorities. This broad shareholder support reflects confidence in the acquisition and the offer price from NEO NEXT+. The Court Meeting approved the scheme of arrangement, while the General Meeting passed the special resolution necessary to implement it. This dual approval is standard for schemes of arrangement under English law.

The scheme will be executed through a Court-sanctioned arrangement under Part 26 of the Companies Act 2006 rather than a traditional takeover offer. Once approved and sanctioned, the scheme binds all shareholders, including dissenters, ensuring uniform cash consideration payments and certainty of completion.

Information for Non-UK Shareholders

The announcement includes notices concerning shareholders outside the UK and in restricted jurisdictions. A full copy of the announcement will be available, subject to jurisdictional restrictions, on Deltic’s website at https://delticenergy.com/disclaimer/ by 12:00 noon on the next business day after publication. The website content is not incorporated into the announcement.

Distribution of the announcement and acquisition availability may be limited by law outside the UK. Non-UK shareholders receiving the announcement should comply with local restrictions. Overseas shareholders’ ability to vote or submit proxies may be affected by their jurisdiction’s laws. Full details on overseas shareholder participation are provided in the scheme document.

Financial and Legal Advisers Supporting the Transaction

Allenby Capital Limited, authorised and regulated by the FCA, serves as Rule 3 Adviser, Nominated Adviser, and Financial Adviser to Deltic. Peel Hunt LLP, also FCA-regulated, acts as Financial Adviser to NEO NEXT+. Legal advice is provided by DAC Beachcroft LLP for Deltic and Pinsent Masons LLP for NEO NEXT+. Camarco is the PR adviser to NEO NEXT+. The engagement of top-tier advisers highlights the transaction’s complexity and regulatory demands.

Andrew Nunn, CEO of Deltic, is the designated person responsible for releasing the announcement. Contact information for advisers is available for investor queries. The involvement of FCA-regulated advisers ensures professional oversight and governance throughout the acquisition process.

Takeover Code and Regulatory Compliance

The acquisition is governed by the UK Takeover Code, enforced by the Panel on Takeovers and Mergers. The announcement details disclosure obligations, including that persons holding 1% or more of relevant securities must submit Opening Position Disclosures by 3:30 pm London time on the 10th business day after the offer period begins. Any dealings before such disclosure require a Dealing Disclosure by 3:30 pm the next business day.

The transaction also complies with the Market Abuse Regulation, Disclosure Guidance and Transparency Rules, London Stock Exchange rules, FCA rules, and AIM Rules for Companies. These frameworks ensure transparency and provide investors with essential information. Those uncertain about disclosure requirements are advised to contact the Panel’s Market Surveillance Unit at +44 (0)20 7638 0129.