EXPLOSIVE: Craig Howie letter to Reabold, it breaks Takeover Panel rules in NOT publishing

Thanks to Winnileaks I shall instead publish it in full below!

The key point here is that Reabold Resources (RBD)  now knows that the maths on it getting a 75% acceptance are massively against it. That means that its dire warnings to Union Jack (UJO) shareholders about an AIM delisting are exposed as dangerous and misleading scaremongering. Moreover with no AIM delisting and thus saving of PLC costs one of the supposed rationales of a takeover falls away.

Moreover should not Union Jack shareholders and Reabold shareholders be made aware that the folks who may be directors in 24 days time will do everything possible to block the deal. I would imagine they will write to all shareholders explaining why they should vote no.

Why is Reabold keeping this information from its own investors when the missive should be published under Takeover Panel Rules. Is it worried what impact that would have on the share price as folks realized that the board had racked up more than half a million quid in costs on a deal that is bound to fail despite Reabold’s auditors warning it already faced a material uncertainty?

Anyone holding Reabold shares is insane.

Howie and Americanos write:

The Board of Directors

For the attention of Jeremy Edelman, Chairman

Reabold Resources plc

The Broadgate Tower, 8th Floor

20 Primrose Street

London EC2A 2EW

29 July 2026

By email only

cc: Sachin Oza and Stephen Williams, Co-Chief Executive Officers, Reabold Resources plc; Cavendish

Capital Markets Limited; SP Angel Corporate Finance LLP; The Panel on Takeovers and Mergers

Dear Mr Edelman,

Offer by Reabold Resources plc for Union Jack Oil plc

We write as beneficial shareholders in Union Jack Oil plc ("Union Jack"). We are the shareholders who requisitioned the general meeting announced by Union Jack on 8 July 2026 and the proposed directors named in that announcement. We hold, in aggregate, 20,650,096 ordinary shares in Union Jack, representing 14.09 per cent of its total voting rights of 146,565,896. For the purposes of the Offer, we confirm that we will not accept the Offer in respect of any of the shares in which we are interested. This letter is a letter of intent for the purposes of the Takeover Code and may be disclosed and announced accordingly. It concerns only the shares in which we are interested; every other Union Jack shareholder will make his or her own decision in respect of the Offer.

The facts set out below are drawn from the offer document published by Reabold on 29 July 2026 (the "Offer Document") and from public announcements.

The acceptance condition is set at 75 per cent of the voting rights of Union Jack, capable of waiver by Reabold down to 50 per cent plus one share. Reabold holds irrevocable undertakings in respect of 3,132,144 Union Jack shares, representing 2.14 per cent, all given by the Union Jack directors. Reabold holds no other Union Jack shares. Satisfaction of the acceptance condition requires valid acceptances in respect of 109,924,422 shares. Our 20,650,096 shares will not be tendered.

Acceptances must therefore be found from the 122,783,656 shares held neither by us nor by the Union Jack directors. On these published figures, the acceptance condition requires acceptance in respect of 87.0 per cent of every other share on the register. Were the condition waived down to 50 per cent plus one share, acceptance would still be required in respect of 57.1 per cent of those shares.

The financial effects table in the Offer Document shows the value of the consideration at 3.927 pence per Union Jack share as at 28 July 2026, being the latest practicable date, against a Union Jack market price of 3.8 pence, an increase in capital value of 3 per cent. At Reabold’s closing price of 75 pence on 29 July 2026 the consideration is worth 3.88 pence per Union Jack share, below the volume weighted average price of 3.95 pence per Union Jack share for the three months ended 12 June 2026 stated in the Offer Document.

The 25.0 per cent premium stated in the Offer Document is measured against the closing price of 3.35 pence on 12 June 2026, a date on which Union Jack’s shares stood below that three-month volume weighted average and below the closing price of 3.9 pence recorded in the Offer Document for 1 May 2026. The consideration is a fixed ratio of Reabold shares, and the notes to the financial effects table record Reabold’s closing price at 88.5 pence on 12 June 2026, 81 pence on 30 June 2026 and 77 pence on 28 July 2026.

The recommendation of the Union Jack board rests on its stated view that the Offer is the only financing option available to Union Jack, citing amongst other things the likelihood of accelerated cash calls for the West Newton project. The Offer Document records that Reabold holds an economic interest of approximately 69.9 per cent in that project.

Reabold’s published results for the year ended 31 December 2025 record a loss of £7.9 million, including a £4.0 million impairment, and cash of £4.4 million as at 31 May 2026 following the £4.16 million equity raise referred to in the Offer Document, the net proceeds of which are earmarked for West Newton, including the funding of both Reabold’s and Rathlin’s shares of the recompletion of the A-2 well at an estimated gross cost of approximately £3.0 million.

The aggregate fees and expenses expected to be incurred by Reabold in connection with the Offer are estimated in the Offer Document at £538,500. The Offer Document also records that Union Jack’s 40 per cent interest in the producing Wressle field has generated revenues in excess of US$24,000,000 net to Union Jack before taxes.

The recommendation of the Offer is supported by irrevocable undertakings given only by the Union Jack directors. Union Jack’s announcement of 7 July 2026 acknowledged that proxy votes received by the company indicate that all members of the Union Jack board would have been removed from office had the annual general meeting proceeded on 26 June 2026.

The requisitioned general meeting to remove three directors and to appoint us to the board is convened for 11.00 a.m. on 24 August 2026. The Offer is conditional on the passing at Reabold’s annual general meeting, to be held at 10.00 a.m. on 30 July 2026, of the resolution granting the Reabold directors authority to allot and issue the New Reabold Shares. The Offer Document states that, assuming full acceptance, Union Jack shareholders would hold approximately 34.01 per cent of the enlarged group. Reabold shareholders voting on that resolution are entitled to weigh the authority sought against the position set out in this letter.

An offer that cannot satisfy its acceptance condition serves the shareholders of neither company. We ask the board to seek the consent of the Panel on Takeovers and Mergers to the withdrawal of the Offer or, failing that, to confirm that the Offer will be allowed to lapse at the first closing date of 19 August 2026.

This confirmation relates to the Offer on its present terms and we do not intend to revise it while those terms stand. We reserve the right to accept any revised offer and to consider any competing proposal on its merits, and nothing in this letter obliges us to accept any offer.

Yours sincerely,

Craig Howie & John Americanos