Deltic Energy Shareholders Back NEO NEXT+ Takeover Scheme at Court and General Meetings

Shareholder Vote Results at the Deltic Energy Court Meeting

The Court Meeting, held on 24 June 2026, produced an emphatic result in support of the proposed acquisition. A total of 37,254,078 Scheme Shares were voted across 42 Scheme Shareholders, representing 40.02% of the total issued share capital of Deltic entitled to vote on the Scheme. Of those votes cast, 36,912,472 Scheme Shares — equating to 99.08% — were recorded in favour of the Scheme, while only 341,606 Scheme Shares, representing 0.92%, were cast against.

In terms of Scheme Shareholders by headcount, 33 out of 42 shareholders voted in favour, representing 78.57% of those who participated. Nine shareholders voted against, representing 21.43%. The announcement notes that five Scheme Shareholders cast some votes in favour and some against, meaning they were counted on both sides for the purposes of percentage calculations. Nevertheless, the headline result comfortably exceeded the statutory thresholds required — a majority in number and not less than 75% in value of Scheme Shares voted — for the Court Meeting approval to be valid under Part 26 of the Companies Act 2006.

General Meeting Special Resolution Passed with Near-Unanimous Support

At the General Meeting, also held on 24 June 2026, Deltic shareholders were asked to pass a Special Resolution granting the directors authority to take all action necessary to implement the Scheme and to amend the Articles of Association accordingly. The resolution passed with 39,966,391 votes in favour, equating to 98.91% of votes cast, against 440,484 votes against, representing 1.09%. A further 1,388,564 votes were withheld, though the announcement clarifies that withheld votes are not counted as votes in law and do not affect the outcome.

The total number of Deltic Shares in issue as at the Voting Record Time was 93,096,600, with no shares held in treasury, meaning the total voting rights in the company stood at 93,096,600. The scale of shareholder support at the General Meeting mirrors the strong backing seen at the Court Meeting, and the Deltic board indicated in the announcement that it is pleased with these outcomes. The combination of both approvals satisfies Conditions 2.1(i) and 2.2(i) as set out in Part A of Part 3 of the Scheme Document.

Background to the NEO NEXT+ Acquisition of Deltic Energy

The acquisition was first announced on 7 May 2026, when the boards of NEO NEXT+ Energy Upstream UK Limited and Deltic Energy plc confirmed 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 transaction is structured as a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006, which requires approval from shareholders as well as sanction by the Court before it can become effective.

The Scheme Document, setting out the full terms and conditions of the acquisition, was sent to Deltic shareholders on 28 May 2026 and is available, subject to certain restrictions for persons resident in restricted jurisdictions, on the company's website at https://delticenergy.com/disclaimer/. The announcement did not disclose the cash consideration per share or the overall transaction value within this specific update; investors are directed to the Scheme Document for full financial details. The company did not disclose this figure in the announcement.

Outstanding Conditions: NSTA Regulatory Approval Remains Critical

Despite the strong shareholder mandate, the Scheme cannot become effective until several further conditions are satisfied or, where applicable, waived. The outstanding conditions are Condition 2.3, Condition 2.4, and Condition 3 — which includes Condition 3.1, described in the announcement as the NSTA Condition. The North Sea Transition Authority is the UK's independent regulator for the upstream oil and gas sector, and its approval of the proposed change of control is a material requirement for the deal to close.

The announcement states that notice of the proposed change in control was provided to the NSTA on 7 May 2026, with further information submitted subsequently. Deltic and NEO NEXT+ are awaiting the outcome of the NSTA's deliberations. Investors may be watching this regulatory process closely, as the timing and outcome of the NSTA's review will be a primary determinant of when the Scheme can proceed to the sanction hearing and ultimately become effective. No indication was given in the announcement as to when the NSTA is expected to conclude its review.

Expected Timetable: Scheme Targeted to Become Effective Before End of Q3 2026

Subject to the satisfaction or Waiver of the remaining conditions, Deltic and NEO NEXT+ have indicated that they expect the Scheme to become effective before the end of the third quarter of 2026. The Court sanction hearing is scheduled for a date described in the timetable as "D", expected to fall before the end of Q3 2026. Upon the sanction hearing, the last day of dealings in Deltic shares on AIM and the Scheme Record Time of 6:00 p.m. will both occur on that same day D.

Dealings in Deltic shares on AIM are expected to be suspended from 7:30 a.m. on the next Business day (D+1), with the Scheme becoming effective on that D+1 business day once the Court Order has been delivered to the Registrar of Companies. Cancellation of the admission to trading of Deltic shares on AIM is anticipated at 7:00 a.m. on D+2 business days. The Long Stop Date — the latest date by which the Scheme may become effective — is stated as 11:59 p.m. on 31 December 2026, with an option to extend if agreed by NEO NEXT+ and Deltic, with Panel and Court consent. Cash consideration due under the Scheme is expected to be despatched within 14 days of the Effective Date.

Roles of Financial and Legal Advisers to Deltic Energy and NEO NEXT+

Allenby Capital Limited is acting as Rule 3 Adviser, Nominated Adviser, and Financial Adviser to Deltic Energy in connection with the acquisition. Allenby Capital is authorised and regulated by the Financial Conduct Authority in the United Kingdom. The announcement makes clear that Allenby Capital's duties and responsibilities run solely to Deltic, and that neither Allenby Capital nor any of its subsidiaries or affiliates accepts any duty or responsibility to any person who is not a client of Allenby Capital in connection with the announcement or the acquisition.

Peel Hunt LLP is acting as Financial Adviser exclusively to NEO NEXT+ and is similarly authorised and regulated by the FCA. DAC Beachcroft LLP is serving as legal adviser to Deltic, while Pinsent Masons LLP is acting in that capacity for NEO NEXT+. Camarco is named as PR Adviser to NEO NEXT+. The person responsible for arranging the release of the announcement on behalf of Deltic is identified as Andrew Nunn, Chief Executive Officer. Contact details for both Deltic and NEO NEXT+ are provided in the announcement for investor and media enquiries.

AIM Listing Implications and the Path to Cancellation of Deltic's Shares

As the acquisition moves closer to completion, investors holding Deltic shares on AIM should be aware of the mechanics governing the final stages of the Scheme. The timetable makes clear that trading in Deltic shares will be suspended from the morning following the Court sanction hearing, with full cancellation of the AIM admission following on the second business day after sanction. This sequential process is standard for UK scheme of arrangement transactions and is governed by the relevant AIM Rules as well as the Court's oversight of the Scheme.

Once the Scheme becomes effective, Deltic will cease to be a publicly traded entity on AIM. Cash consideration will be despatched to qualifying shareholders within 14 days of the Effective Date, either by cheque, by crediting of CREST accounts, or by electronic transfer. The announcement did not specify the per-share cash consideration amount within this update; the full terms remain as set out in the Scheme Document. The immediate share price impact of this announcement was not clear from available public information.

Takeover Code Obligations for Holders of Significant Deltic Stakes

The announcement contains standard but important reminders regarding obligations under Rule 8.3 of the Takeover Code. Any person who holds an interest of 1% or more in any class of relevant securities of Deltic Energy must make an Opening Position Disclosure and, if they subsequently deal in those securities, a Dealing Disclosure. Opening Position Disclosures are required no later than 3:30 p.m. on the tenth business day following the commencement of the Offer Period, whilst Dealing Disclosures must be made by 3:30 p.m. on the business day following the relevant dealing.

These obligations apply broadly to any relevant person dealing in Deltic shares during the offer period, regardless of whether they are resident in the United Kingdom. Investors who are uncertain about whether they are required to make such disclosures are directed in the announcement to contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129. The Takeover Panel's Disclosure Table, available at www.thetakeoverpanel.org.uk, sets out details of the relevant securities and when the offer period commenced.

Overseas Shareholders and US Investor Considerations

The announcement includes detailed provisions regarding overseas shareholders and specific additional disclosures for US investors. Distribution of the announcement in jurisdictions other than the United Kingdom may be restricted by local law, and persons outside the UK are reminded to inform themselves of and observe any applicable restrictions. The Scheme is structured under English company law and is subject to UK Takeover Code procedures, which differ materially from US tender offer and proxy solicitation rules under the Exchange Act.

For US holders of Deltic shares specifically, the announcement notes that it may be difficult to enforce rights under US federal securities laws given that both NEO NEXT+ and Deltic are located in non-US jurisdictions. Financial information in the announcement has been prepared in accordance with UK accounting standards and may not be directly comparable to US GAAP financial statements. The Scheme and the announcement have not been approved, disapproved, or reviewed for accuracy by the US Securities and Exchange Commission or any US state securities regulator.

What Investors Should Monitor as Deltic Approaches the Scheme Effective Date

The passage of both shareholder resolutions with substantial majorities removes a significant element of execution risk from the transaction. However, the deal remains conditional and investors may be watching the NSTA's regulatory review as the next pivotal step. The announcement indicates that whilst notice was provided to the NSTA on 7 May 2026, no timeline has been confirmed for the regulator's decision. Until the NSTA Condition is satisfied, the Court sanction hearing cannot be scheduled and the Effective Date cannot be confirmed.

Should the remaining conditions be satisfied in a timely manner, the indicative timetable suggests that Deltic shareholders could receive their cash consideration within the third quarter of 2026 — subject always to the variables noted in the announcement, including the date of Court sanction and registration of the Court Order. The Long Stop Date of 31 December 2026 provides a backstop, though both parties retain the ability to agree a further extension with appropriate consents. Any material developments, including changes to the expected timetable, will be communicated by Deltic via a Regulatory Information Service announcement and on the company's website.