TIDMENOG
RNS Number : 3950R
Energean PLC
04 November 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), CANADA, JAPAN, THE
UNITED KINGDOM, UNITED ARAB EMIRATES, RUSSIA, SINGAPORE OR
AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE
UNLAWFUL.
Energean PLC announces the launch of an offering of
US$400,000,000 senior secured notes
London, 4 November 2021
Energean Plc ("Energean") (LSE: ENOG, TASE: ) and together with
its consolidated subsidiaries, the "Group") is pleased to announce
that it has launched an offering (the "Offering") of US$400,000,000
in aggregate principal amount of senior secured notes due 2027 (the
"Notes"). Energean intends to use the gross proceeds from the
Offering to:
-- repay all amounts outstanding under, and cancel all
commitments made available pursuant to certain of its existing debt
facilities, being the Egypt reserve based lending facility and the
Greek reserve based lending facility plus subordinated debt;
-- pay fees and other expenses related to the Offering; and
-- for general corporate purposes.
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 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 the 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
Kate Sloan, Head of IR, ECM and Communications Tel: +44 (0)7917 608 645
Forward-looking statements
This press release may include forward-looking statements. These
forward- looking statements can be identified by the use of
forward-looking terminology, including the terms "believes",
"estimates", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative, or other variations or
comparable terminology. These forward-looking statements include
all matters that are not historical facts and include statements
regarding Energean's or its affiliates' intentions, beliefs or
current expectations concerning, among other things, Energean's or
its affiliates' results of operations, financial condition,
liquidity, prospects, growth, strategies and the industries in
which they operate. By their nature, forward-looking statements
involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Readers are cautioned that forward-looking statements are not
guarantees of future performance and that Energean or its
affiliates' actual results of operations, financial condition and
liquidity, and the development of the industries in which they
operate may differ materially from those made in or suggested by
the forward- looking statements contained in this press release. In
addition, even if Energean's or its affiliates' results of
operations, financial condition and liquidity, and the development
of the industries in which they operate are consistent with the
forward-looking statements contained in this press release, those
results or developments may not be indicative of results or
developments in subsequent periods.
The forward-looking statements and information contained in this
announcement are made as of the date hereof and Energean undertakes
no obligation to update publicly or revise any forward-looking
statements or information, whether as a result of new information,
future events or otherwise, unless so required by applicable
securities laws.
Cautionary statement
The Notes will be offered in reliance on an exemption from
registration (i) under Rule 144A of the U.S. Securities Act to
Qualified Institutional Buyers as an offer and sale of securities
that does not involve a public offering and (ii) under Rule 903 or
Rule 904 of Regulation S of the U.S. Securities Act in offshore
transactions. There is no assurance that the Offering will be
completed or, if completed, as to the terms on which it is
completed. The Notes to be offered have not been registered under
the Securities Act or the securities laws of any other jurisdiction
and may not be offered or sold in the United States absent
registration or unless pursuant to an applicable exemption from the
registration requirements of the Securities Act and any other
applicable securities laws. This announcement does not constitute
an offer to sell or the solicitation of an offer to buy the Notes,
nor shall it constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.
The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area
("EEA"). For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client as defined in point (11)
of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II");
or (ii) a customer within the meaning of Directive (EU) 2016/97 (as
amended), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in Regulation (EU)
2017/1129 (as amended, the "Prospectus Regulation").
The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom (the "UK").
For these purposes, a "retail investor" means a person who is one
(or more) of: (i) a "retail client" as defined in point (8) of
Article 2 of Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018
(the "EUWA"); (ii) a "customer" within the meaning of the
provisions of the United Kingdom Financial Services Markets Act
2000 (as amended, "FSMA") and any rules or regulations made
thereunder to implement Directive (EU) 2016/97, where that customer
would not qualify as a "professional client" as defined in point
(8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part
of domestic law by virtue of the EUWA; or (iii) not a "qualified
investor" as defined in Article 2 of Regulation (EU) 2017/1129 as
it forms part of domestic law by virtue of the EUWA (the "UK
Prospectus Regulation"). Consequently no key information document
required by Regulation (EU) No 1286/2014 as it forms part of
domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to
retail investors in the UK has been prepared and therefore offering
or selling the Notes or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs
Regulation. The preliminary offering memorandum is not a prospectus
for the purposes of the UK Prospectus Regulation.
This announcement does not constitute and shall not, in any
circumstances, constitute a public offering nor an invitation to
the public in connection with any offer within the meaning of the
Prospectus Regulation or otherwise.
The offer and sale of the Notes will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus for offers of securities.
In the United Kingdom, this announcement is directed only
persons who (i) have professional experience in matters relating to
investments and who qualify as investment professionals within the
meaning of Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (as amended, the "Financial
Promotion Order"), (ii) are persons falling within Article 49(2)(a)
to (d) ("high net worth companies, unincorporated associations
etc.") of the Financial Promotion Order, (iii) are outside the
United Kingdom or (iv) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of
FSMA) in connection with the issue or sale of any Notes may
otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as "relevant
persons"). This announcement directed only at relevant persons and
must not be acted on or relied on by persons who are not relevant
persons. Any investment or investment activity to which this
announcement relates is available only to relevant persons and will
be engaged in only with relevant persons
MiFID II professionals/ECPs-only/ No PRIIPs KID - Manufacturer
target market (MIFID II product governance) is eligible
counterparties and professional clients only (all distribution
channels). No PRIIPs key information document (KID) has been
prepared as not available to retail investors in EEA.
UK MIFIR professionals/ECPs-only/ No UK PRIIPS KID -
Manufacturer target market (UK MIFIR product governance) is
eligible counterparties and professional clients only (all
distribution channels). No UK PRIIPs key information document (KID)
has been prepared as not available to retail investors in the
United Kingdom.
Neither the content of Energean's website nor any website
accessible by hyperlinks on Energean's website is incorporated in,
or forms part of, this announcement. The distribution of this
announcement into certain jurisdictions may be restricted by law.
Persons into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
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END
MSCDZMGMZDFGMZM
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