TIDMDEC
RNS Number : 3505Z
Diversified Energy Company PLC
20 May 2021
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC
OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF DIVERSIFIED ENERGY COMPANY PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021)
20 May 2021
Diversified Energy Company PLC
("Diversified" or the "Company")
Retail Offer via PrimaryBid
Retail Offer
Diversified Energy Company PLC (LSE: DEC), is pleased to
announce a retail offer via PrimaryBid of new ordinary shares (the
"Retail Offer Shares") of 1 pence each in the capital of the
Company (the "Retail Offer").
As separately announced today, the Company has signed a
conditional agreement to acquire certain upstream assets and
related infrastructure in its newly identified Central Regional
Focus Area ("Central RFA") from Blackbeard Operating, LLC
("Blackbeard" and such acquisition, the "Blackbeard Acquisition").
The Company further announces that it is conducting a
non-pre-emptive placing of new ordinary shares (the "Placing
Shares") in the capital of the Company (the "Placing") through an
accelerated bookbuilding process (the "Bookbuilding Process"). The
price at which the Placing Shares are to be placed (the "Placing
Price") will be determined at the close of the Bookbuilding
Process.
The issue price for the Retail Offer Shares, will be equal to
the Placing Price.
Reasons for the Retail Offer
While the Placing has been structured as a non-pre-emptive offer
so as to minimise time to completion and use of management time at
an important time for the Company, the Company values its retail
investor base and recognises the importance of pre-emption rights
in the UK listed company environment.
After consideration of the various options available to it, the
Company believes that the separate Retail Offer, which will give
retail investors the opportunity to participate in the Company's
equity fundraising alongside the Placing, is in the best interest
of shareholders as well as wider stakeholders in the Company.
The proceeds of the Retail Offer will be used to part fund the
Acquisitions and to repay outstanding balances on its Revolving
Credit Facility in order to provide financing capacity for
additional potential acquisition opportunities. The Proposed
Fundraising is not conditional on the completion of the Blackbeard
Acquisition. Should Diversified not close the Blackbeard
Acquisition, the Company will determine the most appropriate use of
the net proceeds, including potentially paying down further amounts
drawn on its Revolving Credit Facility and/or investing in other
acquisition opportunities aligned with its stated strategy.
Details of the Retail Offer
The Company values its retail investor base and is therefore
pleased to provide private and other investors the opportunity to
participate in the Retail Offer by applying exclusively through the
PrimaryBid mobile app available on the Apple App Store and Google
Play. PrimaryBid does not charge investors any commission for this
service.
The Retail Offer will be open to retail investors immediately
following release of this announcement. The Retail Offer will close
at the same time as the Bookbuilding Process is completed. The
Retail Offer may close early if it is oversubscribed.
The Company reserves the right to scale back any order at its
discretion. The Company and PrimaryBid reserve the right to reject
any application for subscription under the Offer without giving any
reason for such rejection.
The Retail Offer is offered under the exemptions against the
need for a prospectus allowed under the Prospectus Rules. As such,
there is no need for publication of a prospectus pursuant to the
Prospectus Rules, or for approval of the same by the Financial
Conduct Authority in its capacity as the UK Listing Authority. The
Retail Offer is not being made into any Restricted Jurisdiction or
any other jurisdiction where it would be unlawful to do so.
The Retail Offer Shares, when issued, will be fully paid and
will rank pari passu in all respects with each other and with the
existing ordinary shares of the Company, including, without
limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Applications will be made (i) to the Financial Conduct Authority
for admission of the Retail Offer Shares to the premium listing
segment of the Official List; and (ii) to the London Stock Exchange
for admission of the Retail Offer Shares to trading on its main
market for listed securities market for listed securities
(together, "Admission").
Settlement for the Retail Offer Shares and Admission are
expected to take place on or before 8:00am on 25 May 2021. The
Retail Offer is conditional upon Admission becoming effective and
on the placing agreement entered into by the Company not being
terminated in accordance with its terms prior to Admission.
No commission is charged to investors on applications to
participate in the PrimaryBid Offer made through PrimaryBid. It is
vital to note that once an application for New Ordinary Shares has
been made and accepted via PrimaryBid, an application cannot be
withdrawn.
There is a minimum subscription of GBP100 per investor under the
terms of the Retail Offer which is open to existing shareholders
and other investors subscribing via the PrimaryBid mobile app.
For further details please refer to the PrimaryBid website at
www.PrimaryBid.com or email PrimaryBid at enquiries@primarybid.com.
The terms and conditions on which the Retail Offer is made,
including the procedure for application and payment for New
Ordinary Shares, is available to all persons who register with
PrimaryBid.
Enquiries
Diversified Energy Company PLC
Teresa Odom, Vice President, Investor Relations + 1 (205) 408 0909
PrimaryBid Limited enquiries@primarybid.com
Charles Spencer / James Deal
Buchanan
(Financial Public Relations)
Ben Romney
Chris Judd
Kelsey Traynor
James Husband
dec@buchanan.uk.com +44 (0)20 7466 5000
This Announcement should be read in its entirety. In particular,
the information provided in the "Important Notices" section of this
Announcement should be read and understood.
Important Notices
This Announcement has been issued by and is the sole
responsibility of the Company.
Persons distributing this Announcement must satisfy themselves
that is lawful to do so. This Announcement is for information
purposes only and shall not constitute an offer to sell or issue or
the solicitation of an offer to buy, subscribe for or otherwise
acquire securities in any jurisdiction in which any such offer or
solicitation would be unlawful. Any failure to comply with this
restriction may constitute a violation of the securities laws of
such jurisdictions. Persons needing advice should consult an
independent financial adviser.
The distribution of this Announcement and the offering, placing
and/or issue of the Retail Offer Shares in certain jurisdictions
may be restricted by law. No action has been taken by the Company
or any of its affiliates, agents, directors, officers or employees
that that would permit an offer of the Retail Offer Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Retail Offer Shares
in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required
by the Company to inform themselves about and to observe any such
restrictions.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR JERSEY OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER,
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT
BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT
WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, the Republic of South Africa, Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the securities referred to herein is being made
in any such jurisdiction.
This communication is not a public offer of securities for sale
in the United States. The securities referred to herein have not
been and will not be registered under the US Securities Act 1933,
as amended (the "Securities Act") or under the securities laws of
any state or other jurisdiction of the United States, and may not
be offered or sold directly or indirectly in or into the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and in compliance with the securities laws of any state or any
other jurisdiction of the United States. The securities referred to
herein may not be offered and sold within the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this Announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
the Company's operations. Such forward-looking statements involve
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors
could cause actual results, performance or achievements to differ
materially from those projected or implied in any forward-looking
statements. The important factors that could cause the Company's
actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others,
the macroeconomic and other impacts of COVID-19, economic and
business cycles, the terms and conditions of the Company's
financing arrangements, foreign currency rate fluctuations,
competition in the Company's principal markets, acquisitions or
disposals of businesses or assets and trends in the Company's
principal industries. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date hereof. In light of
these risks, uncertainties and assumptions, the events described in
the forward-looking statements in this Announcement may not occur.
The forward-looking statements contained in this Announcement speak
only as of the date of this Announcement. The Company and its
directors each expressly disclaim any obligation or undertaking to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise, unless
required to do so by applicable law or regulation, the Listing
Rules, the Market Abuse Regulation, the Disclosure Guidance and
Transparency Rules, the rules of the London Stock Exchange or the
FCA.
Any indication in this Announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended as a profit forecast or estimate for any
period and no statement in this Announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for the Company.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement. The Retail Offer Shares to
be issued or sold pursuant to the Retail Offer will not be admitted
to trading on any stock exchange other than the London Stock
Exchange.
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END
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(END) Dow Jones Newswires
May 20, 2021 11:58 ET (15:58 GMT)
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