Proposed Secondary Placing In Serica Energy plc
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER FOR SALE OF, OR THE SOLICITATION OF AN OFFER TO BUY, THE SECURITIES REFERRED TO HEREIN IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
PROPOSED SECONDARY PLACING OF UP TO 13,500,000 SHARES IN SERICA ENERGY PLC ("SERICA ENERGY" OR THE "COMPANY")
27 April 2022
BP Exploration Operating Company Limited ("BP Exploration") announces its intention to sell up to 13,500,000 ordinary shares in the share capital of the Company (the "OfferShares") through a placing to institutional investors (the "Placing"). The Offer Shares represent approximately 5.0% of the Company's issued ordinary share capital and constitutes BP Exploration's entire shareholding in Serica Energy as at the date hereof. Serica Energy will not receive any proceeds from the sale.
The price at which each Offer Share will be sold in the Placing will be determined by way of an accelerated bookbuilding process. The bookbuild will commence immediately following this announcement and may close at any time on short notice. A further announcement will be made following completion of the bookbuild which will contain the number of Offer Shares to be sold.
Jefferies International Limited is acting as sole global coordinator in connection with the Placing.
For further information, please contact:
Jefferies International
Limited +44 (0) 20 7029 8000
Luca Erpici
Paul Wheeler
Tony White
Aditi Venkatram
IMPORTANT NOTICE
The publication or distribution or release of this announcement and the Placing of the Offer Shares as set out in this announcement in certain jurisdictions may be restricted by law. This announcement is for information purposes only and shall not constitute or form part of an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Offer Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Offer Shares in such jurisdiction. No action has been taken that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly in or into the United States, Canada, Australia, South Africa, Japan or any other state or jurisdiction in which such action would be unlawful. Any failure to comply with this restriction may constitute a violation of United States, Canadian, South African, Australian, Japanese or other applicable securities laws.
Members of the general public are not eligible to take part in the Placing. This announcement and any offer of securities to which it relates are only addressed to and directed at (1) in any member state of the European Economic Area, persons who are "qualified investors" as defined in Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "EU Prospectus Regulation"); and (2) in the United Kingdom, persons who are "qualified investors" within the meaning of Onshored Regulation (EU) 2017/1129 as it forms part of the law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 who (a) have professional experience in matters relating to investments who fall within article 19(5) of the Financial Services and Market Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (b) fall within article 49(2)(a) to (d) of the Order or (c) are persons to whom an offer of the Offer Shares may otherwise lawfully be made ("relevant persons"). The information regarding the Placing set out in this announcement must not be acted on or relied on by persons in the European Economic Area who are not qualified investors or by persons in the United Kingdom who are not relevant persons. Any investment or investment activity to which this announcement relates is available in the European Economic Area only to qualified investors and in the United Kingdom only to relevant persons and will be engaged in only with such persons.
In particular, this announcement does not constitute or form part of any offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire, or subscribe for any securities in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction into which such offer or solicitation would be unlawful.
The Offer Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered, sold or transferred, directly or indirectly, within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. Neither this announcement nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States. There will be no public offer of any securities in the United States.
No public offering of the securities referred to herein is being made in the United Kingdom, the United States, Australia, Canada, Japan, South Africa or any other jurisdiction.
No prospectus or offering document has been or will be prepared in connection with the Placing. The publicly available information relating to the Company and its shares is not the responsibility of, and has not been independently verified by, any of BP Exploration, Jefferies International Limited ("Jefferies"), or any of their respective affiliates (as such term is defined under Rule 501(b) of Regulation D of the Securities Act) (each, an "Affiliate"). The information contained in this announcement is for background purposes only and does not purport to be full or complete.
In connection with the Placing, Jefferies or any of its Affiliates may take up a portion of the Offer Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Offer Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to the Offer 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, Jefferies and any of its Affiliates acting as investors for their own accounts. Jefferies 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.
Jefferies, which is authorised and regulated by Financial Conduct Authority in the United Kingdom, is acting exclusively for BP Exploration and no-one else in connection with the Placing. Jefferies will not regard any other person as its clients in relation to the offering and will not be responsible to anyone other than BP Exploration for providing the protections afforded to its clients, nor for providing advice in relation to the offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Neither Jefferies nor any of its Affiliates nor any of its or their respective directors, officers, employees, advisers and 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 this announcement) or any other information relating to Serica Energy or BP Exploration or any of their respective 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.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Jefferies or by any of its Affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Company's securities and does not constitute a recommendation concerning the Placing. The price and value of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial advisor. This announcement does not represent the announcement of a definitive agreement to proceed with the Placing and, accordingly there can be no certainty that the Placing will proceed. BP Exploration reserves the right to determine and vary the number of Offer Shares sold in the Placing, or to sell no Offer Shares at all.
No Offer Shares will be available to any investor whose purchase of such Offer Shares, whether on its own account or as a fiduciary or agent for one or more investor accounts, would require regulatory consent in any jurisdiction (including, without limitation, under the UK Financial Services and Markets Act 2000).
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