Premium Listing and cancellation of trading on AIM
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION ("RESTRICTED JURISDICTIONS"). THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Diversified Gas & Oil PLC
("DGO" or the "Company")
Introduction to the premium listing segment of the Official List and
admission to trading on the Main Market of the London Stock Exchange
Cancellation of admission of Ordinary Shares to trading on AIM
Further to the announcement on 12 September 2019, Diversified Gas & Oil PLC (AIM:DGOC), today announces its intention to apply for admission of all of its existing issued ordinary shares of 1.0 pence each ("Ordinary Shares") to the premium listing segment of the Official List of the Financial Conduct Authority (the "Official List") and to trading on London Stock Exchange plc's (the "LSE") main market (the "Main Market") for listed securities (together "Admission"). The Company expects to publish a prospectus in connection with Admission (the "Prospectus") on or around 11 May 2020 and that the Ordinary Shares will be admitted to the Official List and commence trading on the Main Market, simultaneously with trading being cancelled on AIM, at 8:00 a.m. on 18 May 2020 (being at least 20 business days after the date of this announcement), subject to the receipt of the necessary approvals from the Financial Conduct Authority and the LSE. In connection with Admission and pursuant to Rule 41 of the AIM Rules for Companies, the Company hereby gives notice of the intended cancellation of trading of its Ordinary Shares on the AIM Market of the LSE ("AIM").
The Board believes that the Main Market is the more appropriate trading platform for the continued growth of the Company and its subsidiaries (the "Group") and, together with a premium listing, will benefit shareholders in many ways, including:
· improving the trading liquidity and valuation in its Ordinary Shares due to:
o potential inclusion in the FTSE and other indices;
o a greater number of institutional investors who regularly trade in the shares of companies listed on the Main Market;
· increasing the Company's profile within the UK and internationally, thereby helping it to attract new investors including within the United States where DGO operates and throughout Europe;
· providing a better suited and enlarged funding platform to support the Company's long-term growth strategy through accretive acquisition of long-life, low decline cash-producing assets;
· further establishing its Ordinary Shares as strong currency for strategically aligned acquisitions, as appropriate;
· further strengthening of DGO's corporate governance, regulatory and reporting disciplines (although the Company already adopts many of the corporate governance, regulatory and reporting disciplines of companies listed on the Main Market); and
· further incentivising and retaining key members of management and other employees.
Rusty Hutson Jr., Chief Executive, said:
"We believe the move to the Main Market is the natural next step in the Company's evolution and reflects DGO's progressive growth and strategic ambitions. Our listing on AIM in 2017 provided the Company with the springboard required to establish ourselves in the London market and to build a reputation for successful execution of an early defined strategy, the ability to raise capital and to take advantage of the compelling opportunities to drive accretive growth. Since that time, we have completed nearly $ 1. 5 billion of value accretive acquisitions to establish the Company as one of the largest independent producers listed in London.
In the current challenging times, our cash-flow-centric message and disciplined investment thesis stands out as unique in the sector. We believe our focus on low-risk cash flow and unwavering commitment to shareholder returns in the form of reliable dividends sets us apart from our peers and will resonate with a broader investor audience as we continue to prudently grow the business and expand our track record of value creation on the Main Market."
Admission will be effected through a direct listing of all the existing issued Ordinary Shares on the Main Market. The Company will not be issuing any new Ordinary Shares in conjunction with the proposed Admission.
The Ordinary Shares will continue to be registered with their existing ISIN number GB00BYX7JT74 and SEDOL number BYX7JT7. The Company's TIDM ticker symbol will remain DGOC. The Prospectus will, when published, be made available on the Company's website at www.dgoc.com and will also be submitted to the National Storage Mechanism, where it will be available for inspection at data.fca.org.uk/#/nsm/nationalstoragemechanism.
Stifel Europe ("Stifel") is acting as sponsor to the Company in connection with Admission.
Further announcements will be made in due course.
Enquiries
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Diversified Gas & Oil PLC
Brad Gray, Chief Operating Officer Eric Williams, Chief Financial Officer Teresa Odom, Vice President Investor Relations
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+ 1 (205) 408 0909 |
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Cenkos Securities plc |
+44 (0)20 7397 8900
|
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Stifel Nicolaus Europe Limited
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+44 (0)20 7710 7600
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Mirabaud Securities Limited |
+44 (0)20 3167 7221
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Buchanan
Kelsey Traynor
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+44 (0)20 7466 5000
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Important legal information
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any solicitation to purchase or subscribe for or otherwise acquire or dispose of, any securities in any jurisdiction. The information in this announcement does not purport to be full or complete and is subject to change without notice.
This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This announcement does not purport to give legal, tax or financial advice. Nothing contained herein shall form the basis of or be relied upon in connection with, or act as an inducement to enter into, any investment activity.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward looking statements speak only as of the date they are made.
Save as required by law, the Company expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. Neither the Company nor any of its parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such persons' respective partners, directors, officers, employees, agents, affiliates, advisers or agents is under an obligation to update, revise or keep current the information contained in this announcement and the information in this announcement is subject to change without notice.
Stifel is authorised and regulated in the United Kingdom by the FCA. Stifel is acting as sponsor to the Company and is acting for no-one else in connection with Admission, this announcement or any other matters referred to in this announcement, and will not regard any other person as its client in relation to Admission or any other matters referred to in this announcement. Stifel will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to Admission or any other matter referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Stifel under the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Stifel nor any of its affiliates accepts any responsibility or liability whatsoever for, nor make any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by the Company, or on the Company's behalf, or by or on behalf of Stifel in connection with the Company or Admission and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. To the fullest extent permitted by law, Stifel and its affiliates disclaim all and any duty, liability or responsibility whatsoever, whether direct or indirect and whether in contract, in tort, under statute or otherwise (save as referred to above), which it might otherwise have in respect of this announcement or any such statement.
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.
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