TIDMENOG
RNS Number : 4193R
Energean PLC
29 June 2020
Energean plc
("Energean" or the "Company")
PUBLICATION OF CIRCULAR, PROSPECTUS AND NOTICE OF GENERAL
MEETING
London, 29 June 2020 - Energean plc (LSE: ENOG, TASE: ), the gas
producer focused on the Mediterranean, announces the that the
Financial Conduct Authority (the "FCA") has today approved
Energean's shareholder circular (the "Circular") and prospectus
(the "Prospectus") in relation to the proposed acquisition of
Edison Exploration and Production S.p.A. ("Edison E&P") from
Edison S.p.A ("Edison") (the "Acquisition") as announced on 4 July
2019. The terms of the Acquisition were revised following execution
of a series of amendments in 2020, including as announced this
morning, to reduce the total consideration and exclude the
Norwegian Subsidiary from the transaction perimeter.
Energean has today published the Circular and Prospectus. The
Circular and Prospectus will be sent or made available to Energean
shareholders shortly. The Circular contains further information on
the Acquisition and a notice convening a general meeting of
Energean's shareholders at 10:00 a.m. on 20 July 2020 at the
registered office of the Company at Accurist House, 44 Baker
Street, London, W1U 7AL (the "General Meeting"), to consider and
approve the Acquisition.
The Acquisition is conditional upon the approval of Energean's
shareholders and requires Energean shareholders who together
represent a simple majority of the Energean shares voted at the
General Meeting to vote to approve the resolution put to the
General Meeting.
The expected timetable of principal events in relation to the
General Meeting is as follows:
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of Prospectus and Circular 29 June 2020
Latest time and date for receipt of Forms of Proxy 10:00 a.m. on 16 July 2020
General Meeting 10:00 a.m. on 20 July 2020
Expected date of Completion Late Q3 / early Q4 2020
All references to time in this announcement are to London time
unless otherwise stated.
The dates given are based on the Company's current expectations
and may be subject to change. If any of the times or dates above
change, the Company will give notice of the change by issuing an
announcement through a Regulatory Information Service.
The Circular and Prospectus have been submitted to the FCA's
National Storage Mechanism (the "NSM") and will be available for
inspection on the NSM's website at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism . These
documents will also be available on the Energean's website at
https://www.energean.com/investors/acquisition-of-edison-ep/ from
the date of this announcement up to the date of the General Meeting
and for the duration of the General Meeting.
All capitalised terms in this announcement but not defined
herein have the meaning given to them in the Circular, unless
otherwise defined herein.
Enquiries
Energean
Kate Sloan, Head of IR & ECM Tel: +447917 608645
Sotiris Chiotakis (PR) Tel: +30 210 8174
242
Morgan Stanley (Sole Sponsor, Financial Adviser and Joint Corporate
Broker) Tel: +4420 7425 8000
Andrew Foster
Michael O'Dwyer
Mutlu Guner
About Energean
Energean is a London Premium Listed FTSE 250 and Tel Aviv 35
Listed E&P company with operations offshore Israel, Greece and
the Adriatic. In August 2017 the Company received Israeli
Governmental approval for the FDP for its flagship Karish-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 5.6 Bcm/yr 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.
Energean has nine 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 the conditional acquisition
of Edison E&P for $750 million plus $100 million of contingent
consideration. On 23 December 2019, Energean announced the
exclusion of the Algerian assets from the transaction. On 29 June
2020, Energean announced the exclusion of the Norwegian subsidiary
from the transaction. The acquisition of Edison E&P, exclusive
of the Algerian assets and Norwegian subsidiary, is expected to be
completed later in 2020.
www.energean.com
IMPORTANT NOTICES
This announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. The information in this announcement is
subject to change. No reliance may or should be placed by any
person for any purpose whatsoever on the information contained in
this announcement or on its accuracy or completeness.
This announcement is not a prospectus and has been prepared
solely in connection with the Acquisition and Energean's
application for Re-admission (as defined in the Prospectus). This
announcement does not constitute an offer to sell, or a
solicitation of an offer to buy or otherwise acquire securities in
any jurisdiction. Neither this announcement nor anything contained
in it shall form the basis of, or be relied upon in conjunction
with, any offer or commitment whatsoever in any jurisdiction. The
Circular and Prospectus will give further details of the
Acquisition and Energean's application for Re-admission.
A copy of the Circular and Prospectus will be available on the
Company's website, https://www.energean.com/investors/investors/
and at the registered office of the Company at Accurist House, 44
Baker Street, London, W1U 7AL. Neither the content of the Company's
website nor any website accessible by hyperlinks on the Company's
website is incorporated in, or forms part of, this
announcement.
This announcement has been prepared for the purpose of complying
with the applicable laws and regulations of the United Kingdom and
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 jurisdictions outside the United
Kingdom.
The distribution of this announcement in certain jurisdictions
may be restricted by law and persons into whose possession this
announcement or other information referred to herein comes should
inform themselves about, and observe, any such restrictions. No
action has been taken by the Company that would permit an offering
of its shares or possession or distribution of this announcement or
any other offering or publicity material relating to any such
shares in any jurisdiction where action for that purpose is
required.
This announcement does not constitute a recommendation
concerning any investor's decision or options with respect to the
Acquisition. The contents of this announcement are not to be
construed as legal, business, financial or tax advice. Each
shareholder should consult his, her or its own legal adviser,
business adviser, financial adviser or tax adviser for legal,
financial, business or tax advice.
Morgan Stanley & Co. International plc ("Morgan Stanley"),
which is authorised by the Prudential Regulation Authority and
regulated in the UK by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting exclusively for Energean
and no-one else in connection with the Acquisition and
Re-admission. Morgan Stanley will not regard any other person as
its client in relation to the Acquisition and Re-admission and will
not be responsible to any person other than Energean for providing
the protections afforded to clients of Morgan Stanley or for the
giving of advice in relation to the contents of this announcement
or the Acquisition or Re-admission or any transaction, arrangement
or other matter referred to herein. Apart from the responsibilities
and liabilities, if any, which may be imposed on Morgan Stanley by
the FSMA or the regulatory regime established thereunder, or under
the regulatory regime of any jurisdiction where exclusion of
liability under the relevant regulatory regime would be illegal,
void or unenforceable, neither Morgan Stanley nor any of its
affiliates accepts any responsibility whatsoever for the contents
of this announcement, including its accuracy, completeness and
verification, or for any other statement made or purported to be
made by it, or on its behalf, in connection with the Company, the
Shares (as defined in the Prospectus), the Acquisition or
Re-Admission. Morgan Stanley and its affiliates accordingly
disclaim, to the fullest extent permitted by applicable law, all
and any liability whether arising in tort, contract or otherwise
(save as referred to above) which they might otherwise be found to
have in respect of this announcement or any such statement or
otherwise. No representation or warranty, express or implied, is
made by Morgan Stanley or any of its affiliates as to the accuracy,
completeness, verification or sufficiency of the information set
out in this announcement, and nothing in this announcement will be
relied upon as a promise or representation in this respect, whether
or not to the past or future.
This announcement contains 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; 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;. 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.
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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