THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to what action you should take, you are recommended to seek your own financial advice immediately from an independent financial adviser who is authorised for the purposes of the Financial Services and Markets Act 2000 and who specialises in advising on the acquisition of shares and other securities in the United Kingdom. The whole of the text of this document should be read. Prospective investors should carefully consider the section entitled “Risk Factors” in Part II of this document before taking any action. This Document is an admission document and has been drawn up in accordance with the requirements of the AIM Rules. A copy of this document has been delivered to the London Stock Exchange as an admission document in respect of the Ordinary Shares, but a copy has not been filed with the Registrar of Companies in England and Wales. Application has been made for the Enlarged Share Capital to be admitted to trading on the Alternative Investment Market of the London Stock Exchange plc (“AIM”) (“Admission”). It is expected that Admission will become effective and that dealings will commence in the Ordinary Shares on 15 August 2005. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the official list of the United Kingdom Listing Authority (the “Official List”). A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. The rules of AIM are less demanding than those of the Official List. London Stock Exchange plc has not itself examined or approved the contents of this document. The Ordinary Shares are not dealt in on any other recognised investment exchange. Rockhopper Exploration plc (Incorporated and registered in England and Wales with registered no. 5250250) Placing of 35,714,285 Ordinary Shares at 42p per share and Admission to trading on AIM Nominated Adviser, Joint Financial Adviser and Joint Broker Joint Broker Arden Partners Limited Ambrian Partners Limited Joint Financial Adviser HSBC Bank plc Share capital on Admission Authorised Issued and fully paid Number Amount Number Amount 100,000,000 £1,000,000 Ordinary Shares of 1p each 71,774,605 £717,746 The Placing is conditional, inter alia, on Admission taking place on or before 15 August 2005 (or such later date as the Company, Arden Partners and Ambrian Partners may agree). All of the Placing Shares will, upon Admission, rank pari passu in all respects with the existing Ordinary Shares in issue at the date of this document including the right to receive all future dividends and other distributions declared, paid or made in respect of the Ordinary Shares after Admission. Arden Partners Limited, which is regulated and authorised in the United Kingdom by the Financial Services Authority, is acting as nominated adviser and as broker (for the purpose of the AIM Rules) exclusively for the Company in connection with the proposed Placing and Admission. Arden Partners is not acting for any other person and will not be responsible to any other person for providing the protections afforded to clients of Arden Partners nor for advising any other person in connection with transaction and arrangements detailed in this document. The responsibilities of Arden Partners, as nominated adviser under the AIM Rules, are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of their decision to acquire Ordinary Shares in the Company in reliance on any part of this document. No liability whatsoever is accepted by Arden Partners for the accuracy of any information or opinions contained in, or for the omission of any material information from this document, for which it is not responsible. Ambrian Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as the Company’s joint broker (for the purposes of the AIM Rules) exclusively in connection with the Placing and Admission. No liability whatsoever is accepted by Ambrian Partners Limited for the accuracy of any information or opinions contained in or for the omission of any material information from this document, for which it is not responsible. Ambrian Partners Limited is acting for the Company and no one else and will not be responsible to any other person for providing the protections afforded to customers of Ambrian Partners Limited nor for providing advice in relation to the contents of this document or any matter referred to herein. HSBC Bank plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is the Company’s joint financial adviser. No liability whatsoever is accepted by HSBC Bank plc for the accuracy of any information or opinions contained in, or for the omission of any material information from this document, for which it is not responsible. HSBC Bank plc is acting for the Company and no one else and will not be responsible to any other person for providing the protections afforded to customers of HSBC Bank plc nor for providing advice in relation to the contents of this document or any matter referred to herein. This document has been approved by Arden Partners Limited for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000. The Directors of the Company, whose names appear on page 3 of this document, accept responsibility for the information contained in this document including individual and collective responsibility for compliance with the AIM Rules. To the best of the knowledge and belief of the Directors (who have taken reasonable steps to ensure that such is the case) the information contained in this document is in accordance with the facts and this document makes no omission likely to affect the import of such information. Your attention is drawn to Part II of this document, which sets out certain risk factors relating to any investment in the Ordinary Shares. All statements regarding the Group’s business, financial position and prospects should be viewed in light of the risk factors set out in Part II of this document. The distribution of this document outside the UK may be restricted by law and therefore persons outside the UK into whose possession this document comes should inform themselves about and observe any restrictions as to the Placing, the Ordinary Shares or the distribution of this document. This document should not be copied or distributed by recipients and, in particular, should not be distributed by any means, including electronic transmission, in, into or from the US, Canada, Australia, the Republic of Ireland, South Africa or Japan or any other jurisdiction where to do so would be in breach of any applicable law and / or regulation. The Ordinary Shares have not been, nor will be, registered in the United States under the United States Securities Act of 1933, as amended, or under the securities laws of any state of the US, Canada, Australia, the Republic of Ireland, South Africa or Japan and they may not be offered or sold, directly or indirectly, within or into the US, Canada, Australia, the Republic of Ireland, South Africa or Japan or to, or for the account or benefit of, US persons or any national, citizen or resident of the US, Canada, Australia, the Republic of Ireland, South Africa or Japan. This document does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful. CONTENTS Page Directors, Secretary and Advisers 3 Placing statistics 4 Expected timetable of principal events 4 Definitions 5 Glossary 7 Part I Information on the Group 10 ț Introduction 10 ț Key Strengths 10 ț The Falkland Islands 11 ț The Rockhopper Licences 12 ț Work Programme 14 ț Competent Person’s Report 14 ț Directors and Senior Management 14 ț Board Committees 15 ț Financial Information 16 ț Dividend Policy 16 ț Taxation 16 ț Share Option Schemes 16 ț Reasons for the Flotation and Use of Proceeds 16 ț Current Trading 16 ț Details of the Placing 16 ț Orderly Market Deed 17 ț Admission, Settlement and Dealings 17 ț Additional Information 18 Part II Risk Factors 19 Part III Competent Person’s Report 23 Part IV Financial Information on the Group 84 Part V Additional Information 97 2 DIRECTORS, SECRETARY AND ADVISERS Directors Pierre Jean Marie Henri Jungels, CBE (Executive Chairman) Samuel John Moody (Managing Director) Peter John Dixon-Clarke (Finance Director) Keith Williams (Exploration Director) Richard Faras Visick (Non-Executive Director) Kevin John Crowle (Non-Executive Director) Christopher John Walton (Non-Executive Director) Company Secretary Peter John Dixon-Clarke Registered and Head Office Hilltop Park Devizes Road Salisbury Wiltshire SP3 4UF Nominated Adviser, Joint Arden Partners Limited Financial Adviser and Nicholas House Joint Broker 3 Laurence Pountney Hill London EC4R 0EU Joint Financial Adviser HSBC Bank plc 8 Canada Square London E14 5HQ Joint Broker Ambrian Partners Limited 13th Floor 88 Wood Street London EC2V 7RS Auditors and Reporting Baker Tilly Accountants 2 Bloomsbury Street London WC1B 3ST Solicitors to the Company Addleshaw Goddard 150 Aldersgate Street London EC1A 4EJ Solicitors to the Placing Wragge & Co LLP 55 Colmore Row Birmingham B3 2AS Principal Bankers HSBC Bank plc 13-14 Sloane Square London SW1W 8AL Registrar Computershare Investor Services PLC Vintners’ Place 68 Upper Thames Street London EC4V 3BJ 3 PLACING STATISTICS Total number of Placing Shares being placed on behalf of the Company 35,714,285 Placing Price 42p Number of Ordinary Shares in issue immediately following Admission 71,774,605 Percentage of the Enlarged Share Capital being placed 50 per cent.