TIDMENOG
RNS Number : 5434E
Energean Oil & Gas PLC
04 July 2019
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR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, NEW ZEALAND, CANADA, THE
REPUBLIC OF SOUTH AFRICA, HONG KONG, SINGAPORE OR JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (596/2014/EU) ("MAR"). IN ADDITION,
MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF
CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
For immediate release
4 July 2019
Energean Oil & Gas plc ("Energean" or the "Company")
Results of Placing
Energean is pleased to announce the successful completion of the
placing announced earlier today (the "Placing").
A total of 23,444,445 new ordinary shares of one pence each in
the Company (the "Placing Shares") have been placed by Morgan
Stanley & Co. International plc ("Morgan Stanley"), Stifel
Nicolaus Europe Limited ("Stifel"), Peel Hunt LLP ("Peel Hunt") and
RBC Europe Limited (trading as RBC Capital Markets) ("RBC") with
both existing and new institutional investors at a price of GBP9.00
per Placing Share (the "Placing Price"), raising proceeds of
approximately US$265 million (approximately GBP211 million) (before
expenses). The Placing Shares being issued represent approximately
15.3 per cent. of the issued share capital of the Company prior to
the Placing.
The Placing Price represents a discount of 2.9 per cent. to the
middle market price at the time at which the Company, Morgan
Stanley and Stifel agreed the Placing Price. The Placing Shares,
when issued, will be credited as fully paid and will rank pari
passu in all respects with the existing ordinary shares of one
pence each in the capital of the Company.
Certain Energean Directors, their related parties and senior
managers of Energean have participated in the Placing to the
aggregate amount of approximately GBP3.0 million (approximately
US$3.8 million). Any related party transactions as a result of such
participation by the Energean Directors constituted exempt small
transactions pursuant to paragraph 1 of Annex 1 to Chapter 11 of
the Listing Rules.
Applications have been made for admission of the Placing Shares
to the premium listing segment of the Official List of the
Financial Conduct Authority (the "Official List") and to trading on
the main market of the London Stock Exchange plc (together,
"Admission"). It is expected that settlement for the Placing Shares
and Admission will take place at 8.00 a.m. on 8 July 2019.
Settlement of the Placing is conditional upon, amongst other
things, Admission becoming effective and upon the placing agreement
not being terminated in accordance with its terms.
Total Voting Rights
Following Admission, the Company's total issued share capital
consists of 176,771,346 ordinary shares of one pence each.
Therefore, following Admission, the total number of voting
rights in Energean Oil & Gas plc is 176,771,346. 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.
For further information contact:
Energean +44 (0)20 3655 7200
Mathios Rigas, Chief Executive
Kate Sloan, Head of Investor Relations and ECM +44 (0)79 1760 8645
Camarco +44 (0)20 3757 4983
Financial PR to Energean
Billy Clegg / Owen Roberts
Morgan Stanley +44 (0)20 7425 8000
Sole Financial Adviser, Global Coordinator, Joint Bookrunner and
Corporate Broker
Andrew Foster
Michael O'Dwyer
Mutlu Guner
Martin Thorneycroft
Stifel +44 (0)20 7710 7600
Joint Bookrunner and Corporate Broker
Callum Stewart
Ashton Clanfield
Nicholas Rhodes
Peel Hunt +44 (0)20 7418 8900
Co-lead Manager
Richard Crichton
Jock Maxwell Macdonald
Sohail Akbar
RBC +44 (0)20 7653 4000
Co-lead Manager and Corporate Broker
Matthew Coakes
Martin Copeland
Duncan Smith
About Energean
Energean is a London Premium Listed FTSE 250 and Tel Aviv Listed
E&P company with operations offshore Israel, Greece and the
Adriatic. Energean has 347 mmboe of 2P reserves and 58 mmboe of 2C
resources across its portfolio.
In March 2018 the Company took Final Investment Decision on its
flagship Karish and Tanin gas development project, where it intends
to use the only FPSO in the Eastern Mediterranean to produce first
gas in 2021. Energean has already signed firm contracts for 4.2
bcma, and has a further contingent contract of 0.4 bcma, of gas
sales into the Israeli domestic market. Future gas sales agreements
will focus on both the growing Israeli domestic market and key
export markets in the region. In Greece, the Company is pursuing an
ongoing investment and development programme to increase production
from its Prinos and Prinos North oil fields and to develop the
Epsilon oil field, located in the Gulf of Kavala, Northern
Greece.
Energean has five exploration licences offshore Israel, and a 25
year exploitation licence for the Katakolo offshore block in
Western Greece and additional exploration potential in its other
licences in Western Greece and Montenegro.
On 4 July 2019 Energean announced that it has entered into a
conditional sale and purchase agreement to acquire Edison
Exploration & Production S.p.A. from Edison S.p.A. ("Edison")
(the "Acquisition") for US$750 million, to be adjusted for working
capital, with additional contingent consideration of US$100 million
payable following first gas from the Cassiopea development,
offshore Italy. Edison will also receive an 8% royalty on profit
production resulting from future discoveries made by upcoming
exploration wells in the North Thekah Offshore and North East Hap'y
Blocks, offshore Egypt. Completion of the proposed Acquisition is
targeted by Q4 2019 / Q1 2020, subject to shareholder, relevant
anti-trust and regulatory approvals.
IMPORTANT NOTICES
This Announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into the United States, Australia, Canada, Japan or South Africa or
any jurisdiction into which the publication or distribution would
be unlawful.
This Announcement is for information only and does not
constitute an offer to sell, or a solicitation of an offer to buy
or otherwise acquire, any securities in any jurisdiction. Persons
needing advice should consult an independent financial adviser.
This Announcement has been 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 Morgan
Stanley & Co. International plc, Stifel Nicolaus Europe
Limited, RBC Europe Limited and Peel Hunt LLP (the "Banks") or by
any of their respective affiliates or agents as to or in relation
to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available
to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
Each of the Banks is authorised and regulated by the Financial
Conduct Authority and is acting for the Company in connection with
the Placing and no-one else and will not be responsible to anyone
other than the Company for providing the protections afforded to
its clients nor for providing advice in relation to the Placing,
the contents of this Announcement or any transaction or any other
matters referred to herein. In connection with the Placing, each of
the Banks and any of their respective affiliates, acting as
investors for their own accounts, may subscribe for or purchase
Placing Shares and in that capacity may retain, purchase, sell,
offer to sell or otherwise deal for their own accounts in such
Placing Shares and other securities of the Company or related
investments in connection with the Placing or otherwise.
The distribution of any information in this Announcement and the
offer, sale and delivery of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by
the Company or the Banks that would permit an offering of such
shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and the Banks to inform themselves about, and to observe,
any such restrictions.
The Announcement may contain statements that are, or are deemed
to be, forward-looking statements. In some instances,
forward-looking statements can be identified by the use of terms
such as "projects", "forecasts", "anticipates", "expects",
"believes", "intends", "may", "will" or "should" or, in each case,
their negative or other variations or comparable terminology.
Forward-looking statements are subject to a number of known and
unknown risks and uncertainties that may cause actual results and
events to differ materially from those expressed in or implied by
such forward-looking statements, including, but not limited to:
general economic and business conditions; demand for the Company's
products and services; competitive factors in the industries in
which the Company operates; exchange rate fluctuations;
legislative, fiscal and regulatory developments; political risks;
terrorism, acts of war and pandemics; changes in law and legal
interpretations; and the impact of technological change.
Forward-looking statements speak only as of the date of such
statements and, except as required by applicable law, the Company
undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise. The information contained in this
Announcement is subject to change without notice.
Members of the public are not eligible to take part in the
Placing. In the European Economic Area ("EEA") other than the
United Kingdom, the Announcement is directed only at an may only be
communicated to persons who are "qualified investors" within the
meaning of Article 2(1)(e) of EU Directive 2003/71/EC ("Prospectus
Directive"), as amended, in each case as implemented in the
relevant jurisdiction ("Qualified Investors"). In the United
Kingdom, the Announcement is directed only at Qualified Persons who
are also (i) persons having professional experience in matters
relating to investments who fall within the definition of
"investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005
("Order"); (ii) high net worth bodies corporate, unincorporated
associations and partnerships and trustees of high value trusts as
described in Article 49(2) of the Order; or (iii) persons to whom
it may otherwise lawfully be communicated (together "Relevant
Persons"). In the United Kingdom, any investment activity to which
the Announcement relates is only available to and will only be
engaged in with Relevant Persons and elsewhere in the EEA with
Qualified Investors, and any other persons within the United
Kingdom or elsewhere in the EEA who receive the Announcement should
not rely on or act upon the Announcement.
The Placing Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority of any state or
other jurisdiction of the United States, and may not be offered,
sold, resold, pledged, delivered, distributed or transferred,
directly or indirectly, into or within 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 any applicable securities laws of any state or
other jurisdiction of the United States. There has not been and
will be no public offering of the Placing Shares in the United
States or elsewhere. Subject to certain exceptions, the Placing
Shares are being offered solely outside the United States in
accordance with Regulation S under the Securities Act.
The Placing Shares have not been and will not be registered
under the applicable securities laws of Australia, Canada, Japan,
Hong Kong, New Zealand, Singapore or South Africa and, subject to
certain exceptions, may not be offered or sold, directly or
indirectly, in Australia, Canada, Japan, Hong Kong, New Zealand,
Singapore or South Africa. There has been and will be no public
offering of the Placing Shares in Australia, Canada, Japan, Hong
Kong, New Zealand, Singapore, South Africa or elsewhere.
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 jurisdiction
outside of the United Kingdom.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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