Secondary placing of shares in Energean plc
Not for publication, distribution or release directly or indirectly, in whole or in part, in or into the United States, Australia, Canada or Japan or in any other jurisdiction in which offers or sales would be prohibited by applicable law.
This announcement is not an offer to sell or a solicitation to buy securities in any jurisdiction, including the United States, Australia, Canada, Israel or Japan. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.
This announcement contains inside information.
13 December 2023
Secondary placing of shares in Energean plc
Stifel Nicolaus Europe Limited ("Stifel") announces that it has acted as sole bookrunner (the "Bookrunner") on the secondary sale of 4,422,013 ordinary shares (the "Placing Shares") in Energean plc ("Energean" or the "Company") by Kerogen Investments No.38 Limited ("Kerogen", or the "Seller").
The Placing Shares result from Kerogen's conversion into ordinary shares of the entire principal amount of $50 million outstanding under the convertible notes issued by the Company to Kerogen under the Convertible Loan Note Instrument dated 25 February 2021 (the "Convertible Notes"), ahead of the final repayment date on 29 December 2023.
The Placing Shares, which will represent approximately 2.4 per cent. of the Company's ordinary share capital (following the conversion of the Convertible Notes into ordinary shares), were placed at a price of 935 pence per share (the "Placing Price"), raising gross proceeds of £41.3 million.
Settlement of the Placing Shares is expected to occur on 21 December 2023, following the conversion of the Convertible Notes into ordinary shares.
Enquiries:
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Stifel Nicolaus Europe Limited - Sole Bookrunner Callum Stewart / Ashton Clanfield / Simon Mensley
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+44 (0) 20 7710 7600
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This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia or Japan or any other jurisdiction in which the release, publication or distribution of such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken that would permit an offering of the Placing Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.
This announcement does not contain, constitute or form part of an offer of, or the solicitation of an offer to purchase or subscribe for, any securities in the United States, Canada, Australia, Japan, Israel or any other jurisdiction. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged or otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States and no public offering of securities is being made in the United States or in any other jurisdiction.
In member states of the European Economic Area, this announcement and any offer of the Placing Shares if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of Article 2(E) of the Prospectus Regulation. For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (and amendments thereto). 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, persons who are "qualified investors" within the meaning of Article 2(E) of the Prospectus Regulation as it forms part of the law of England and Wales by virtue of the European Union (Withdrawal) Act 2018 and 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.
In Israel, this announcement and any offer of the Placing Shares if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the First Addendum of the Israeli Securities Law, 1968. The Placing Shares may be subject to selling restrictions, pursuant to the Israeli Securities Law and regulations promulgated thereunder.
No prospectus or offering document has been or will be prepared in connection with the sale of the Placing Shares. Any investment decision in connection with the Placing Shares must be made on the basis of all publicly available information relating to Energean plc and Energean plc's shares. Such information has not been independently verified. 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 sale of the Placing Shares, Stifel or any of its 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 its own accounts such Placing Shares and other securities of Energean plc or related investments in connection with the sale of the Placing Shares 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, Stifel and any of its affiliates acting as investors for their own accounts. Stifel does 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 Energean plc or Energean plc's shares. Stifel, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting for the Seller only in connection with the sale of the Placing Shares and no one else, and will not be responsible to anyone other than the Seller for providing the protections offered to clients of Stifel nor for providing advice in relation to the Placing Shares or the sale thereof.
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