TIDMENOG
RNS Number : 5989Q
Energean PLC
01 March 2021
THIS ANNOUNCEMENT IS NOT BEING MADE IN, AND COPIES OF IT MAY NOT
BE DISTRIBUTED OR SENT, DIRECTLY OR INDIRECTLY, INTO THE UNITED
STATES (EXCEPT THAT IT MAY BE SENT IN THE UNITED STATES DIRECTLY TO
QUALIFIED INSTITUTIONAL BUYERS, AS DEFINED IN RULE 144A UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMED, THAT ARE QUALIFIED
PURCHASERS (AS DEFINED IN SECTION 2(a)(51) OF THE INVESTMENT
COMPANY ACT OF 1940, AS AMED)), CANADA, JAPAN OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.
Energean PLC announces the launch of an offering of
US$2,500,000,000 senior secured notes by its subsidiary, Energean
Israel Finance Ltd.
February 28, 2021
Energean PLC ("Energean") (LSE: ENOG, TASE: ) is pleased to
announce that its subsidiary, Energean Israel Finance Ltd. intends
to offer US$2.5 billion aggregate principal amount of four tranches
of senior secured notes, which are expected to mature in 2024,
2026, 2028 and 2031 (the "Notes"). The net proceeds from the
proposed offering of the Notes (the "Offering") are expected to be
used:
-- to repay outstanding indebtedness under Energean's and its
subsidiaries' (collectively, the "Group") US$1.45 billion project
finance facility and a US$700 million term loan;
-- to replace the existing undrawn amounts available under those facilities;
-- to fund certain reserve accounts; and
-- for transaction expenses and the Group's general corporate purposes.
The Offering follows a thorough evaluation by the Group of the
options available for the refinancing of the project finance
facility and the term loan, as had previously been communicated to
the market, and following positive feedback from its recent
non-deal roadshow. The Group will announce the pricing of the
Offering prior to its completion, if the Offering reaches the
pricing stage.
The management of the Group intends to hold a global roadshow
with institutional investors in connection with the Offering.
The Notes may not be offered or sold in the United States
without registration or pursuant to an exemption therefrom. The
Notes will be offered to (a) qualified institutional buyers in the
United States pursuant to Rule 144A of the United States Securities
Act 1933, as amended (the "Securities Act") that are qualified
purchasers (as defined in section 2(a)(51) of the Investment
Company Act of 1940, as amended (the "Investment Company Act")), or
(b) outside the United States in reliance on Regulation S of the
Securities Act.
If issued, the Notes are expected to be listed for trading on
the TACT Institutional of the Tel Aviv Stock Exchange Ltd. (the
"TASE"), subject to the approval of the TASE.
The Notes will be offered subject to prevailing market and other
conditions. There is no assurance that the Offering will be
completed or, if completed, as to the terms on which it is
completed. Nothing in this announcement will serve to create any
type of commitment whatsoever on the part of the Group to carry out
the Offering, and does not constitute a public offering, a tender
or other offer of any kind, or solicitation to purchase securities
of Energean.
Enquiries
Investors and Analysts
Kate Sloan, Head of Tel: +44 07917 608 645
IR and ECM
Media
Sotiris Chiotakis, Media Relations Tel: +30 693 2663 877
Forward Looking Statements
This announcement may contain forward-looking statements that
involve substantial risks and uncertainties. All statements other
than statements of historical facts included in this release
including, without limitation, statements regarding the Group's
future financial position, risks and uncertainties related to its
business, strategy, capital expenditures, projected costs and the
Group's plans and objectives for future operations, may be deemed
to be forward-looking statements. Words such as "believe,"
"expect," "anticipate," "may," "assume," "plan," "intend," "will,"
"should," "estimate," "risk," and similar expressions or the
negatives of these expressions are intended to identify
forward-looking statements. By their nature, forward-looking
statements involve known and unknown risks and uncertainties
because they relate to events and depend on circumstances that may
or may not occur in the future. Forward-looking statements are not
guarantees of future performance. You should not place undue
reliance on these forward-looking statements. The Group does not
assume any obligation to update any forward-looking statements,
whether as a result of new information, future events or
otherwise.
Disclaimer
Not for distribution, directly or indirectly, in or into the
United States (except that it may be sent in the United States
directly to Qualified Institutional Buyers, as defined in Rule 144A
under the Securities Act that are Qualified Purchasers (as defined
in section 2(a)(51) of the Investment Company Act)), Canada, Japan
or any other jurisdiction where to do so would be unlawful.
This announcement does not constitute or form part of, and
should not be construed as, any offer, invitation or recommendation
to purchase, sell or subscribe for, underwrite or otherwise
acquire, any securities of the Group or a successor entity or any
existing or future subsidiary or affiliate of the Group or any
other securities, nor should it or any part of it form the basis
of, or be relied on in connection with, any decision to purchase or
subscribe for any securities of the Group or any of such
subsidiaries or affiliates, nor shall it or any part of it form the
basis of or be relied on in connection with any contract or
commitment whatsoever.
The securities to which this announcement relates have not and
will not be registered under the Securities Act or the securities
laws, or with any securities regulatory authority, of any state of
the United States or other jurisdiction of the United States, and
the securities may not be offered or sold within the United States,
or to, or for the account or benefit of, U.S. Persons (as defined
in Regulation S under the Securities Act), except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and any applicable
state or local securities laws. There will be no public offer of
securities in the United States. Energean Israel Finance Ltd., a
subsidiary of Energean, is not and will not be registered as an
investment company under the Investment Company Act, in reliance on
the exemption set forth in Section 3(c)(7) of the Investment
Company Act and the rules thereunder, and therefore, investors will
not have the benefits afforded to investors in companies registered
under the Investment Company Act.
In member states of the European Economic Area and in the United
Kingdom, this announcement (and any offer of the securities
referred to herein if made subsequently) is only addressed to and
directed at persons who are "qualified investors" within the
meaning of Prospectus Regulation (EU) 2017/1129 (including as it
forms part of United Kingdom law by virtue of the European Union
(Withdrawal) Act 2018), in each case provided that they are also
additionally a TACT EU Qualified Investor as defined in Annex II to
MiFID II, who are authorized or regulated by a member state of the
EEA or the UK, as applicable.
In the United Kingdom, this announcement is directed only at
persons who are qualified investors who are (i) persons having
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (ii) high net
worth entities, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order
or (iii) persons to whom it would otherwise be lawful to distribute
it (all such persons together being referred to as "relevant
persons"). In the United Kingdom, any investment activity to which
this announcement relates will only be available to, and will only
be engaged with, relevant persons. Any person who is not a relevant
person should not act or rely on this announcement or any of its
contents.
The Notes are being offered in Israel on the basis of a private
placement in reliance on an exemption pursuant to Sections
15a(b)(1) and 15a(b)(2) of the Israeli Securities Law. The Notes
have not been, and will not be, offered to the public in Israel
within the meaning of the Israeli Securities Law and no prospectus
will be filed in Israel in connection with the Offering.
The provision of the information herein may be restricted by
laws and regulations in some jurisdictions. Persons into whose
possession the information herein comes must inform themselves
about and observe these restrictions.
This announcement and the information contained herein are for
information purposes only. Under no circumstances shall the
information herein constitute a prospectus or an offer to sell, or
a solicitation of an offer to buy or subscribe for, any securities
in the United States of America or in any other jurisdiction.
This announcement contains information that prior to its
disclosure may have constituted inside information under Article 7
of Regulation (EU) No 596/2014.
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