TIDMDEC
RNS Number : 4129Z
Diversified Energy Company PLC
21 May 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED, FOR INFORMATION PURPOSES ONLY AND ARE NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, AND DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR
SALE IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE,
DISTRIBUTION, OFFER OR SALE WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE UK VERSION OF REGULATION (EU) NO. 596/2014 ON
MARKET ABUSE ("UK MAR"), AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AND REGULATION
(EU) NO. 596/2014 ON MARKET ABUSE ("EU MAR").
21 May 2021
Diversified Energy Company PLC
("Diversified" or the "Company")
Results of Fundraising
DIVERSIFIED ENERGY COMPANY PLC (LSE: DEC), is pleased to
announce that it has successfully raised gross proceeds of US$225
million (approximately GBP159 million) (US$215 million net of
expenses, approximately GBP151 million net of expenses), by way of
a placing of new ordinary shares of GBP0.01 each in the Company
(the " Ordinary Shares ") (the " Placing ") and an offer by the
Company on the PrimaryBid Platform of new Ordinary Shares (the "
Retail Offer ", and together with the Placing, the
"Fundraising").
The Fundraising was completed at a price of 112 pence per
placing share the ("Fundraising Price"). The Fundraising represents
19.99% of the Company's existing ordinary share capital, or
141,540,782 new Ordinary Shares in total (135,404,835 Placing
Shares, 6,135,947 Retail Offer Shares). The Fundraising Price is
equal to a 2.5% discount to the 30-day volume-weighted average
price and an 8.3% discount from the closing mid-market price on 20
May 2021.
The Company announced on 20 May that it has entered into a
conditional agreement to acquire certain upstream assets in its
newly identified Central Regional Focus Area ("Central RFA") from
Blackbeard Operating, LLC ("Blackbeard") (the "Blackbeard
Acquisition"). This follows the Company's 30 April 2021
announcement of a conditional agreement to acquire certain Cotton
Valley upstream assets from Indigo Minerals LLC ("Indigo") (the
"Indigo Acquisition", and together with the Blackbeard Acquisition,
the "Acquisitions"). The Company subsequently closed the Indigo
Acquisition on 19 May 2021.
Subject to closing of the Blackbeard Acquisition, the Company
will use the net proceeds from the Fundraising to (i) part fund the
Acquisitions; and (ii) part repay amounts drawn down on its
Revolving Credit Facility (" RCF ") in connection with the
acquisition of certain Cotton Valley upstream assets and related
facilities also located in the Central RFA from Indigo, which was
subsequently announced as completed on 19 May 2021, in order to
provide financing capacity for additional potential acquisition
opportunities. The Fundraising is not conditional on the completion
of the Blackbeard Acquisition. Should Diversified not complete the
Blackbeard Acquisition, the Company will determine the most
appropriate use of the net proceeds, including potentially paying
down further amounts drawn on its RCF and/or investing in other
acquisition opportunities aligned with its stated strategy.
The Company consulted with and received strong support from many
of its largest shareholders prior to the Fundraising. Consistent
with each of its prior placings, the Company respected the
principles of pre-emption through the allocation process.
Settlement for the Fundraising Shares and admission to the
Premium Listing Segment of the Official List of the Financial
Conduct Authority (the "Official List") and to trading on the
London Stock Exchange's Main Market (together, "Admission") is
anticipated to take place at 8.00 a.m. on 25 May 2021. Settlement
of the Fundraising is conditional upon, amongst other things,
Admission becoming effective and upon the Placing Agreement not
being terminated in accordance with its terms.
The Fundraising Shares will be issued credited as fully paid and
will, on issue, rank pari passu in all respects with the existing
Ordinary Shares, including the right to receive all dividends and
other distributions thereafter declared, made or paid on the
enlarged share capital from Admission. Investors in the fundraising
will be eligible for the Q4 2020 dividend of 4.0 cents per share,
as well as all future dividends. The Q4 2020 dividend's ex-dividend
date is 27 May 2021, which the Company expects to pay on 24 June
2021.
Stifel Nicolaus Europe Limited, Tennyson Securities Limited and
Credit Suisse Securities (Europe) Limited (together, the "Joint
Global Coordinators ") are acting as joint bookrunners in
connection with the Placing. DNB Bank ASA and DNB Markets, Inc. a
subsidiary of DNB Bank ASA , Keybanc Capital Markets, a trading
name of Keybanc Capital Markets Inc., Mizuho International plc,
Canadian Imperial Bank of Commerce, a bank chartered under the Bank
Act (Canada), acting through its registered branch in the United
Kingdom and RBC Europe Limited are acting as co-lead managers in
connection with the Placing.
Total Voting Rights
Following Admission, the Company's total issued share capital
will consist of 849,244,699 Ordinary Shares of one penny each. The
Company does not hold any Ordinary Shares in treasury. Therefore,
following Admission, the total number of voting rights in
Diversified Energy Company Plc will be 849,244,699. This figure may
be used by Shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change in their interest in, the Company under
the FCA's Disclosure Guidance and Transparency Rules.
Capitalised terms not otherwise defined in the text of this
Announcement have the meanings given in the Company's Placing
announcement dated 20 May 2021.
Commenting on the Fundraising, CEO, Rusty Hutson said:
" With strong shareholder support for the expansion of our
proven strategy, I am pleased to announce a successful placing to
part fund our announced Blackbeard and Indigo acquisitions. This
placing, through the assets we are acquiring, delivers share-level
earnings accretion and strengthens our balance sheet to position us
for additional success in our Central Regional Focus Area and
within Appalachia. I would like to thank our investors for
continuing to share our vision and our employees who work
diligently each day to efficiently integrate and diligence the new
assets to deliver exceptional results for all stakeholders."
Diversified Energy Company PLC
Teresa Odom, Vice President, Investor Relations
https://www.div.energy/ + 1 (205) 408 0909
Stifel Nicolaus Europe Limited
(Joint Global Coordinator, Joint Broker)
Callum Stewart
Jason Grossman
Simon Mensley
Ashton Clanfield +44 (0)20 7710 7600
Tennyson Securities Limited
(Joint Global Coordinator, Joint Broker)
Peter Krens
Edward Haig-Thomas +44 (0)20 7186 9033
Credit Suisse Securities (Europe) Limited
(Joint Global Coordinator)
Ryan Pickard
James Peterkin
Ben Lawrence
Omri Lumbroso +44 (0)20 7888 8888
Buchanan
(Financial Public Relations)
Ben Romney
Chris Judd
Kelsey Traynor
James Husband
dec@buchanan.uk.com +44 (0)20 7466 5000
IMPORTANT NOTICES
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT (TOGETHER,
THIS "ANNOUNCEMENT") IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE
UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE
OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY,
THE "UNITED STATES")). THE SECURITIES REFERRED TO HEREIN HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES.
THIS ANNOUNCEMENT IS NOT FOR PUBLIC RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES
ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL
OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE ANY SECURITIES IN AUSTRALIA, CANADA, SOUTH
AFRICA, JAPAN OR ANY JURISDICTION IN WHICH OR TO ANY OTHER PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. ANY
FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A
VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
NO PUBLIC OFFERING OF THE SECURITIES REFERRED TO HEREIN IS BEING
MADE IN ANY SUCH JURISDICTION OR ELSEWHERE.
No action has been taken by the Company, Credit Suisse
Securities (Europe) Limited ("Credit Suisse"), Tennyson Securities,
a trading name of Shard Capital Partners LLP ("Tennyson
Securities") or Stifel Nicolaus Europe Limited ("Stifel" and,
together with Credit Suisse and Tennyson Securities, the "Joint
Global Coordinators ") DNB Bank ASA and DNB Markets, Inc. a
subsidiary of DNB Bank ASA ("DNB Markets"), Keybanc Capital
Markets, a trade name for KeyBanc Capital Markets Inc. ("Keybanc"),
Mizuho International plc ("Mizuho"), Canadian Imperial Bank of
Commerce, a bank chartered under the Bank Act (Canada), acting
through its registered branch in the United Kingdom ("CIBC, London
Branch"), RBC Europe Limited ("RBC"), each acting as co-lead
managers any of (DNB Markets, Keybanc, Mizuho, CIBC, London Branch
and RBC together, the "Co-Lead Managers") (the Co-Lead Managers
together with the Joint Global Coordinators , the "Banks ") or any
of their respective affiliates, or any of their respective
directors, officers, partners, employees, advisers or agents or, in
the case of the Joint Global Coordinators and Co-Lead Managers,
persons connected with them as defined in FSMA (collectively,
"Representatives") that would permit an offer of the new ordinary
shares of the Company to be issued pursuant to the Placing (the
"Placing Shares") in any jurisdiction where action for that purpose
is required. Persons receiving this Announcement are required to
inform themselves about and to observe any restrictions contained
in this Announcement. The distribution of this Announcement and the
Placing and/or the offer or sale of the Placing Shares in certain
jurisdictions may be restricted by law. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action. Persons distributing
any part of this Announcement must satisfy themselves that it is
lawful to do so.
This Announcement has not been approved by the Financial Conduct
Authority or the London Stock Exchange.
Members of the public are not eligible to take part in the
Placing. This Announcement is directed at and is only being
distributed to persons: (a) if in member states of the European
Economic Area, "qualified investors" within the meaning of Article
2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation")
("Qualified Investors"); or (b) if in the United Kingdom, Qualified
Investors within the meaning of Article 2(e) of the UK Prospectus
Regulation who are (i) persons who fall within the definition of
"investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"), or (ii) persons who fall within Article
49(2)(a) to (d) of the Order; or (c) persons to whom they may
otherwise lawfully be communicated (each such person above, a
"Relevant Person"). No other person should act or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this Announcement, you represent and agree that you are a
Relevant Person, if in the United Kingdom, or a Qualified Investor,
if in a member state of the EEA. This Announcement must not be
acted on or relied on by persons who are not Relevant Persons, if
in the United Kingdom, or Qualified Investors, if in a member state
of the EEA. Any investment or investment activity to which this
Announcement or the Placing relates is available only to Relevant
Persons, if in the United Kingdom, and Qualified Investors, if in a
member state of the EEA, and will be engaged in only with Relevant
Persons, if in the United Kingdom, and Qualified Investors, if in a
member state of the EEA.
No offering document or prospectus will be available in any
jurisdiction in connection with the matters contained or referred
to in this Announcement and no such offering document or prospectus
is required (in accordance with the Prospectus Regulation or UK
Prospectus Regulation) to be published.
This Announcement does not constitute, or purport to include the
information required of, a disclosure document under Chapter 6D of
the Australian Corporations Act 2001 (Cth) ("Corporations Act") and
will not be lodged with the Australian Securities and Investments
Commission. No offer of Placing Shares is or will be made to
persons in Australia pursuant to this Announcement, except to a
person who is a "sophisticated investor" within the meaning of
section 708(8) of the Corporations Act or a "professional investor"
within the meaning of section 708(11) of the Corporations Act and a
wholesale client under section 761G(7) of the Corporations Act. If
any Placing Shares are issued, they may not be offered for sale (or
transferred, assigned or otherwise alienated) to investors in
Australia for at least 12 months after their issue, except in
circumstances where disclosure to investors is not required under
Part 6D.2 of the Corporations Act.
Certain statements this Announcement are forward-looking
statements with respect to the Company's expectations, intentions
and projections regarding its future performance, strategic
initiatives, anticipated events or trends and other matters that
are not historical facts and which are, by their nature, inherently
predictive, speculative and involve risks and uncertainty because
they relate to events and depend on circumstances that may or may
not occur in the future. All statements that address expectations
or projections about the future, including statements about
operating performance, strategic initiatives, objectives, market
position, industry trends, general economic conditions, expected
expenditures, expected cost savings and financial results, are
forward-looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may
be deemed to be, forward-looking statements. These forward-looking
statements, which may use words such as "expects", "anticipates",
"plans", "intends", "projects", "indicates" (or the negative
thereof) and similar expressions, are not guarantees of future
performance and are subject to known and unknown risks and
uncertainties. There are a number of factors including, but not
limited to, commercial, operational, economic and financial
factors, that could cause actual results, financial condition,
performance or achievements to differ materially from those
expressed or implied by these forward-looking statements. Many of
these risks and uncertainties relate to factors that are beyond the
Company's ability to control or estimate precisely, such as changes
in taxation or fiscal policy, future market conditions, currency
fluctuations, price fluctuations in crude oil and natural gas,
drilling and production results, reserves estimates, environmental
and physical risks, the behaviour of other market participants, the
actions of governments or governmental regulators, or other risks
factors, such as changes in the political, social and regulatory
framework in which the Company operates or in economic or
technological trends or conditions, including inflation, recession
and consumer confidence, on a global, regional or national basis.
Given these risks and uncertainties, readers are cautioned not to
place undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of such statements and, except
as required by the FCA, the London Stock Exchange or applicable
law, the Company, the Joint Global Coordinators , the Co-Lead
Managers and their respective Representatives undertake no
obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise.
In particular, no statement in this Announcement is intended to
be a profit forecast or profit estimate and no statement of a
financial metric (including estimates of adjusted EBITDA, profit
before tax, free cash flow or net debt) should be interpreted to
mean that any financial metric for the current or future financial
years would necessarily match or exceed the historical published
position of the Company and its subsidiaries. Certain statements in
this Announcement may contain estimates. The estimates set out in
this Announcement have been prepared based on numerous assumptions
and forecasts, some of which are outside of the Company's influence
and/or control, and is therefore inherently uncertain and there can
be no guarantee or assurance that it will be correct. The estimates
have not been audited, reviewed, verified or subject to any
procedures by the Company's auditors. Undue reliance should not be
placed on them and there can be no guarantee or assurance that they
will be correct.
Credit Suisse is authorised by the Prudential Regulation
Authority (the "PRA") and regulated by the PRA and the Financial
Conduct Authority (the "FCA") in the United Kingdom. Tennyson
Securities and Stifel are each authorised and regulated in the
United Kingdom by the FCA. Each of the Joint Global Coordinators is
acting exclusively for the Company and for no one else in
connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Placing and will not be responsible to anyone other
than the Company for providing the protections afforded to their
respective clients or for giving advice in relation to the Placing
or any other matters referred to in this Announcement.
DNB Bank ASA is authorised and regulated by the FCA. Mizuho and
RBC are authorised by the PRA and regulated by the PRA and the FCA
in the United Kingdom. KeyBanc is regulated by the U.S. Securities
and Exchange Commission and the Financial Industry Regulatory
Authority. CIBC, London Branch is supervised and regulated by the
Office of the Superintendent of Financial Institutions Canada and
in the UK is authorised by the PRA and subject to regulation by the
FCA and limited regulation by the PRA. Each of the Co-Lead Managers
is acting exclusively for the Company and for no one else in
connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Placing and will not be responsible to anyone other
than the Company for providing the protections afforded to their
respective clients or for giving advice in relation to the Placing
or any other matters referred to in this Announcement.
This Announcement is being issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by or on
behalf of any of the Joint Global Coordinators or the Co-Lead
Managers (apart from the responsibilities or liabilities that may
be imposed by the Financial Services and Markets Act 2000, as
amended ("FSMA") or the regulatory regime established thereunder)
or by their respective affiliates or any of their respective
Representatives for the contents of this Announcement or any other
written or oral information made available to or publicly available
to any interested party or their respective advisers or any other
statement made or purported to be made by or on behalf of any of
the Joint Global Coordinators or the Co-Lead Managers or any of
their respective affiliates or any of their respective
Representatives in connection with the Company, the Placing Shares
or the Placing and any responsibility and liability whether arising
in tort, contract or otherwise therefor is expressly disclaimed. No
representation or warranty, express or implied, is made by any of
the Joint Global Coordinators or the Co-Lead Managers or any of
their respective affiliates or any of their respective
Representatives as to the accuracy, fairness, verification,
completeness or sufficiency of the information or opinions
contained in this Announcement or any other written or oral
information made available to or publicly available to any
interested party or their respective advisers, and any liability
therefor is expressly disclaimed.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this Announcement. This Announcement
does not identify or suggest, or purport to identify or suggest,
the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities
can go down as well as up. Past performance is not a guide to
future performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult with his or her or
its own legal adviser, business adviser, financial adviser or tax
adviser for legal, business, financial or tax advice.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. 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 of the Company for the current or future
financial periods would necessarily match or exceed the historical
published earnings, earnings per share or income, cash flow from
operations or free cash flow of the Company.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the main
market for listed securities of the London Stock Exchange.
In connection with the Placing, the Joint Global Coordinators
and the Co-Lead Managers and any of their respective affiliates or
any of their respective Representatives, acting as investors for
their own account, may take up a portion of the Placing Shares in
the Placing as a principal position and in that capacity may
retain, purchase, sell, offer to sell for the own accounts or
otherwise deal for their own account in such Placing Shares and
other securities of the Company or related investments in
connection with the Placing or otherwise. Accordingly, references
to Placing Shares being offered, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or
acquisition, placing or dealing by, the Joint Global Coordinators
and the Co-Lead Managers and any of their respective affiliates and
their respective Representatives acting in such capacity. In
addition, the Joint Global Coordinators and the Co-Lead Managers
and any of their respective affiliates or their respective
Representatives may enter into financing arrangements (including
swaps, warrants or contracts for difference) with investors in
connection with which the Joint Global Coordinators and the Co-Lead
Managers and any of their respective affiliates may from time to
time acquire, hold or dispose of shares. The Joint Global
Coordinators and the Co-Lead Managers do not intend to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
By participating in the Placing, each Placee will be deemed to
have read and understood the Company's announcement dated 20 May
2021 in its entirety, to be participating in the Placing and making
an offer to acquire and acquiring Placing Shares on the terms and
subject to the conditions set out in Appendix 1 to the announcement
and to be providing the representations, warranties, undertakings
and acknowledgements contained in Appendix 1 to the
announcement.
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.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdictions
outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that such Placing Shares are: (a)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in Chapter 3 of the FCA
Handbook Conduct of Business Sourcebook ("COBS"); and (b) eligible
for distribution through all permitted distribution channels (the
"UK target market assessment"). Notwithstanding the UK target
market assessment, distributors should note that: the price of the
Placing Shares may decline and investors could lose all or part of
their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The UK target market assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the UK target market assessment, the Joint
Global Coordinators and the Co-Lead Managers will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the UK target market assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of COBS 9A and COBS 10A, respectively; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase or take any other action whatsoever with respect to the
Placing Shares. Each distributor is responsible for undertaking its
own UK target market assessment in respect of the Placing Shares
and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Global Coordinators and the Co-Lead Managers
will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Dealing Codes:
Ticker: DEC .L
ISIN for the Ordinary Shares: GB00BYX7JT74
SEDOL for the Ordinary Shares: BYX7JT7
Company's legal entity identifier: 213800YR9TFRVHPGOS67
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END
ROIABMATMTJTMRB
(END) Dow Jones Newswires
May 21, 2021 02:00 ET (06:00 GMT)
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