Update on Placing and Secondary Placing
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE PLC, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE ANY INVITATION, SOLICITATION, RECOMMENDATION, PROSPECTUS, OFFERING MEMORANDUM, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN DIVERSIFIED GAS AND OIL PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHOULD FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF DIVERSIFIED GAS AND OIL PLC OR OTHER EVALUATION OF ANY SECURITIES IN DIVERSIFIED GAS AND OIL PLC OR ANY OTHER ENTITY.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU No. 596/2014) ("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 VIA A REGULATORY INFORMATION SERVICE, 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.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
28 March 2019
Update on Placing and Secondary Placing of up to 12.5 million existing ordinary shares in Diversified Gas & Oil plc ("DGOC" or the "Company")
Diversified Gas & Oil PLC (AIM: DGOC), a US based owner and operator of natural gas, natural gas liquids and oil wells as well as midstream assets, announces that, further to the announcement made on 27 March 2019, 151,515,151 Placing Shares will be placed at 117 pence per Placing Share (the "Placing Price"). The proceeds of the Placing are expected to be approximately £177.3 million ($234 million), approximately £170.5 million ($225 million) after expenses.
In addition, due to a significant level of oversubscription in the Placing, a sale of 12.5 million existing ordinary shares will be conducted in conjunction with the Placing. Trive Capital Fund I, TCFII Core SPV LP and certain Trive related parties (including management), (together, the "Sellers") announce their intention to sell up to 12.5 million ordinary shares ("Secondary Sale Shares") in the capital of the Company (the "Secondary Sale"). The Secondary Sale Shares will be placed at the Placing Price. The Sellers currently own 12.5 million Secondary Sale Shares, corresponding to 2.31 per cent of the Company's issued share capital. The Sellers are looking to sell substantially all of their stake, but may decrease the number of Secondary Sale Shares they choose to sell at their discretion.
The Bookbuild for both the Placing and the Secondary Sale is expected to close no later than 8.00 a.m. on 28 March 2019, but the Joint Bookrunners and the Company reserve the right to close the Bookbuild earlier or later, without further notice.
Those ordinary shares in the Company held by the Sellers which are not sold in the Secondary Sale will be subject to the original lock-in agreements, entered into on 10 October 2018, in accordance with the terms of the Company's acquisition of Core Appalachian Holding Company LLC.
The Secondary Sale Shares will settle T+2 and the trade date will be 16 April 2019. The ex-dividend date for the Q4 2018 dividend is 11 April 2019. Accordingly purchasers of the Secondary Sale Shares will not be eligible for the Q4 2018 dividend.
The Company will not receive any proceeds from the Secondary Sale. The Secondary Sale is not conditional on the passing of the Resolutions.
Dealing Codes:
Ticker: DGOC.L
ISIN for the Ordinary Shares: GB00BYX7JT74
SEDOL for the Ordinary Shares: BYX7JT7
Company's legal entity identifier: 213800YR9TFRVHPGOS67
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Diversified Gas & Oil PLC Rusty Hutson Jr., Chief Executive Officer Brad Gray, Chief Operating Officer and Finance Director Eric Williams, Chief Financial Officer www.dgoc.com
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+ 1 (205) 408 0909
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Cenkos Securities plc (Nominated Adviser) Russell Cook Katy Birkin Ben Jeynes
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+44 (0)20 7397 8900
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Mirabaud Securities Limited (Joint Broker) Peter Krens Edward Haig-Thomas
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+44 (0)20 3167 7221
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Stifel Nicolaus Europe Limited (Joint Broker) Callum Stewart Nicholas Rhodes Ashton Clanfield
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+44 (0)20 7710 7600 |
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Stifel Nicolaus & Company, Incorporated (US Financial Adviser) Sameer Parasnis Chris Gibson |
+1 (713) 237 4516 |
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Buchanan (Financial Public Relations) Ben Romney Chris Judd James Husband
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+44 (0)20 7466 5000
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IMPORTANT NOTICE
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Placees should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; Placing Shares offer no guaranteed income and no capital protection; and an investment in Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to Placing Shares.
In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer of Placing Shares if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State. In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, Qualified Investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom an offer of the Placing Shares may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it.
No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision in connection with the Placing must be made on the basis of all publicly available information relating to Diversified Gas & Oil and Diversified Gas & Oil's shares. Such information has not been independently verified by the Seller, Stifel or any of their respective affiliates. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
In connection with the Placing, Joint Bookrunners and any of their affiliates may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Placing Shares and other securities of Diversified Gas & Oil or related investments in connection with the Placing or otherwise. Accordingly, references to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Joint Bookrunners and any of their affiliates acting as investors for their own accounts. Joint Bookrunners and any of their affiliates do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in Diversified Gas & Oil or Diversified Gas & Oil's shares. The Joint Bookrunners are authorised and regulated in the United Kingdom by the Financial Conduct Authority. The Joint Bookrunners and any of their affiliates are acting for the Seller only in connection with the Secondary Sale and no one else, and will not be responsible to anyone other than the Seller for providing the protections offered to clients of Joint Bookrunners and any of their affiliates, nor for providing advice in relation to the Secondary Sale Shares or the Secondary Sale.
Neither the Seller nor any of its directors, partners, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any information relating to Diversified Gas & Oil or its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
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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