Acquisition, Proposed Placing and Retail Offer

RNS Number : 3487Z

Diversified Energy Company PLC

20 May 2021

 

THIS ANNOUNCEMENT (INCLUDING APPENDIX 1) AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED, FOR INFORMATION PURPOSES ONLY AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, AND DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE, DISTRIBUTION, OFFER OR SALE WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF REGULATION (EU) NO. 596/2014 ON MARKET ABUSE ("UK MAR"), AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AND REGULATION (EU) NO. 596/2014 ON MARKET ABUSE ("EU MAR").

20 May 2021

DIVERSIFIED ENERGY COMPANY PLC

("Diversified" or the "Company")

Conditional Acquisition and

Proposed Placing and Retail Offer

DIVERSIFIED ENERGY COMPANY   PLC (LSE: DEC ), announces that it has entered into a conditional agreement to acquire certain upstream assets and related infrastructure in its newly identified Central Regional Focus Area ("Central RFA") from Blackbeard Operating, LLC ("Blackbeard" and such acquisition, the "Blackbeard Acquisition"). This announcement follows the announcement on 30 April 2021 in relation to the conditional acquisition of certain Cotton Valley upstream assets and related facilities also located in the Central RFA from Indigo Minerals LLC ("Indigo"), which was subsequently announced as completed on 19 May 2021 (the "Indigo Acquisition" and, together with the Blackbeard Acquisition, the "Acquisitions").

The Company further announces its intention to carry out a fundraise (the "Proposed Fundraising"), comprising a non-pre-emptive placing of new ordinary shares of £0.01 each in the Company (the "Placing Shares") at the Placing Price (as defined below) (the "Placing") and an offer made by the Company on the PrimaryBid Platform of new ordinary shares of £0.01 each in the Company (the "Retail Offer Shares") at the Placing Price (the "Retail Offer") to provide retail investors with an opportunity to participate. A separate announcement will be made shortly regarding the Retail Offer and its terms. Together, the total number of Placing Shares and Retail Offer Shares (together, the "Fundraising Shares") will not exceed 19.99 per cent. of the Company's existing ordinary share capital. The number of Placing Shares and Retail Offer Shares, and the price at which the Fundraising Shares are to be issued will be announced by the Company at the close of the bookbuilding process.

Subject to closing of the Blackbeard Acquisition, the Company will use the net proceeds from the Proposed Fundraising to (i) part fund the Acquisitions; and (ii) to part repay amounts drawn down on its Revolving Credit Facility (" RCF ") in connection with the Indigo Acquisition in order to provide financing capacity for additional potential acquisition opportunities. The Proposed Fundraising is not conditional on the completion of the Blackbeard Acquisition. Should Diversified not complete the Blackbeard Acquisition, the Company will determine the most appropriate use of the net proceeds, including potentially paying down further amounts drawn on its RCF and/or investing in other acquisition opportunities aligned with its stated strategy.

Blackbeard Acquisition Highlights

· Initial gross aggregate consideration of US$180 million ($166 million estimated net consideration after customary purchase price adjustments), with effective date of 1 April 2021;

o  Net consideration represents a ~3.5x multiple on ~US$48 million of estimated NTM Adjusted EBITDA (unhedged) before potential synergies

· Current net production of approximately 16 Mboepd (82% natural gas), representing approximately 16% of Q1 2021 net production;

· Estimated PDP Reserves of approximately 79 MMboe valued at an estimated pre-tax PV10 of approximately US$238 million, with the estimated net consideration reflecting an approximate 30% discount to PDP PV10;

· Represents an attractive entry point into the Barnett Shale, one of the more mature natural gas shale plays in the United States, and enlarges the Company's presence in the Central RFA, following the acquisition of Cotton Valley Assets from Indigo; and

· The Blackbeard Acquisition is conditional and remains subject to, among other things, further diligence and there can be no certainty that the Blackbeard Acquisition will complete.

Central Regional Focus Area Highlights

· The Acquisitions provide a strategic entry into the prolific, gas-producing Cotton Valley / Haynesville area and the mature gas-producing Barnett Shale, located within the Central RFA;

· The Central RFA has significant similarities with the Appalachian Basin, with mature operating regions of significant gas production, developed infrastructure and a fragmented operator landscape suited for consolidation. The addition of this new operating region provides a significant growth opportunity for Diversified to replicate its business model in the Central RFA;

· The Acquisitions in the Central RFA provide a solid platform for further acquisitions in the region, that complement Diversified's continuing growth potential in its  Appalachian operations;

· The Acquisitions fit the Company's strategy, with long-life, low-decline, low-cost producing assets supporting the Company's cash-flow profile and margins, and are expected to be immediately accretive to EBITDA per share based on the Company's 2020 reported results, management's estimates for the assets and the Proposed Fundraising; and

· The Company expects assets within the Cotton Valley / Haynesville and Barnett Shale to benefit from the Company's Smarter Asset Management programme and to deliver operating efficiencies that enhance shareholder value.

Proposed Fundraising Highlights

· The Proposed Fundraising will consist of the Placing and Retail Offer of up to a maximum of 19.99% of the Company's existing issued share capital;

· The Placing will be conducted through an accelerated bookbuild process (the "Bookbuild"), which will launch immediately following the release of this announcement. The Placing is subject to the terms and conditions set out in Appendix 1 to this announcement (which forms part of this Announcement (and together with Appendix 1, the "Announcement");

· Stifel Nicolaus Europe Limited, Tennyson Securities Limited and Credit Suisse Securities (Europe) Limited (together, the "Joint Global Coordinators") are acting as joint global coordinators and bookrunners in connection with the Placing;

· T he number of Fundraising Shares and the price at which the Placing Shares are to be placed (the "Placing Price") will be determined following completion of the Bookbuild by agreement between the Company and the Joint Global Coordinators;

· The Company expects to close the Bookbuild no later than 8.00 a.m. on 21 May 2021, but the Joint Global Coordinators and the Company reserve the right to close the Bookbuild earlier or later, without further notice.   Further, pricing and allocations are at the absolute discretion of the Joint Global Coordinators and the Company. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuilding ;

· Concurrently with the Placing, the Company intends to raise up to €8.0 million (£6.9 million) in the Retail Offer, to provide retail investors with an opportunity to participate in the Proposed Fundraising. The Retail Offer is not made subject to the terms and conditions set out in Appendix 1 to this Announcement and instead will be made on the terms outlined in the separate announcement to be made shortly regarding the Retail Offer and its terms ;

· The Acquisitions and Proposed Fundraising are expected to leave the Company with an estimated Net Debt to 2020 Adjusted EBITDA multiple of 1.8x. Illustratively, based on these metrics, the Company could potentially assume a further $335 million in potential debt capacity whilst remaining at or below a Net Debt to Adjusted EBITDA of 2.3x, on the basis the $335 million was used to acquire assets at n purchase price multiple of 3.5x. The ability to support additional non-equity financing allows the Company to pursue additional acquisition opportunities and deliver further value for investors;

· A Director of the Company has indicated his intention to acquire shares as part of, or shortly after, the Proposed Fundraising and appropriate disclosure will be made in relation to this purchase in due course;

· Shares issued pursuant to the Proposed Fundraising will be eligible for the Q4 2020 dividend of 4.0 cents per share, as well as all future dividends. The ex-dividend date of the Q4 2020 dividend is 27 May 2021 and the Q4 Dividend is expected to be paid on 24 June 2021.

Recognizing the significance of the Proposed Fundraising aimed at advancing Diversified's consistent and well-articulated strategy, the Company consulted with and received strong support from many of its largest shareholders prior to the Proposed Fundraising. Consistent with each of its prior placings, the Company will respect the principles of pre-emption, so far as is possible, through the allocation process, both in the Placing and Retail Offer. Given the expected share-level earnings and cash-flow accretion of the Acquisitions funded with proceeds from the Placing, and given the importance of leveraging a key competitive advantage over other potential buyers of the target assets by being able to raise capital quickly in the London market, the Company believes the structure of the Proposed Fundraising, including its use of the cash box structure, is very much aligned with shareholder and other stakeholder interests. The Placing structure has allowed Diversified to move quickly to secure the Blackbeard Acquisition, reducing both the complexity and time required to raise the capital necessary to acquire long-life, low-decline and highly cash generative assets.

Commenting on the Acquisitions and Proposed Fundraising, CEO Rusty Hutson said:

"Today's announcement of our second acquisition in the newly defined Central Regional Focus Area evidences the strong momentum we have quickly built in an area poised for consolidation quite similarly to our experience in Appalachia, where we emerged as a highly capable buyer and operator of assets. With just two transactions, the Central RFA adds nearly a third to our daily production, and will benefit both from our Smarter Asset Management programmes and from the additional scale that future infill acquisitions will afford us to reduce costs and further improve already strong margins. By largely funding these two initial acquisitions with equity and reducing our leverage to just 1.8 times Net Debt-to-Adjusted EBITDA, we have positioned ourselves with an even stronger balance sheet, in an acquisition-rich environment, with the ability to move quickly to build additional scale in a highly-accretive way for shareholders using our access to low-cost financing. We now turn our attention to the systematic integration of the Indigo assets on which we closed earlier this week and to completing our diligence on the Blackbeard assets that we expect to close next month."

Diversified Energy Company PLC Teresa Odom, Vice President, Investor Relations https://www.div.energy/	+ 1 [phone]
Stifel Nicolaus Europe Limited (Joint Global Coordinator, Joint Broker) Callum Stewart Jason Grossman Simon Mensley Ashton Clanfield	[phone]
Tennyson Securities Limited (Joint Global Coordinator, Joint Broker) Peter Krens Edward Haig-Thomas	[phone]
Credit Suisse Securities (Europe) Limited (Joint Global Coordinator) Ryan Pickard James Peterkin Ben Lawrence Omri Lumbroso	[phone]
Buchanan (Financial Public Relations) Ben Romney Chris Judd Kelsey Traynor James Husband [e-mail]	[phone]

Evercore is acting as US Financial Advisor to the Company in connection with the Blackbeard Acquisition. DNB Bank ASA and DNB Markets, Inc. a subsidiary of DNB Bank ASA, Keybanc Capital Markets, a trading name of Keybanc Capital Markets Inc., Mizuho International plc, Canadian Imperial Bank of Commerce, a bank chartered under the Bank Act (Canada), acting through its registered branch in the United Kingdom and RBC Europe Limited are acting as co-lead managers.

Background to, and reasons for, the Acquisitions and the Proposed Fundraising

Diversified Energy is an established, independent owner and operator of producing natural gas and oil wells, with operations to date concentrated in the Appalachian Basin in the United States throughout the neighbouring states of Tennessee, Kentucky, Virginia, West Virginia, Ohio, and Pennsylvania, where it is the largest independent conventional producer. The Company has grown rapidly over the last few years, capitalising on opportunities to acquire and enhance producing assets in its region of focus, and leveraging the operating efficiencies that come with economies of scale.

The Company has a proven track-record of capitalising on opportunities to acquire complementary producing conventional and non-conventional gas and oil assets in the Appalachian Basin from industry players who are seeking to re-focus resources, with target assets characterised by predictable production rates, long lives, and low decline rates. The Company maximises and extends production through the deployment of rigorous field management, deploying new extraction technology, and/or refreshing decayed infrastructure on poorly maintained wells. Through operational efficiencies, including utilising the Company's growing midstream infrastructure, the Company maximises value by enhancing production, targeting premium pricing points, and streamlining costs.

Whilst the Company expects the Appalachian Basin will continue to provide a strong opportunity set for future acquisitions and growth, it believes that geographically diversifying into other attractive basins provides a significant opportunity for the business. The Indigo and Blackbeard Acquisitions are the first acquisitions outside of the Appalachian Basin, with operations focussed in Louisiana and Texas in an area the Company defined as its Central Regional Focus Area. The Company believes that the Central Regional Focus Area provides many of the same opportunities afforded by the Appalachian Basin, with the Acquisitions providing low-cost, long-life, low decline gas-weighted production assets and creating significant potential for synergies with regional scale.

The Company believes that it is well positioned with pre-tax PV10 of its PDP assets of US$1.9 billion, including PDP Reserves of 607 MMBoe prior to the Acquisitions for the fiscal year ended 31 December 2020, reflecting a largely predictable, long life, low decline asset base. The Company has a demonstrated record of sustaining well production and driving cost efficiencies into its assets through its Smarter Asset Management programme.

The Company has a proactive approach to hedging, using a combination of structures to provide cost efficient downside protection whilst maintaining an element of upside potential. At present, the Company has outstanding hedges for approximately 90% of its existing and remaining 2021 estimated natural gas production, at average prices of US $ 2.65 / MMBtu as well as approximately half of its natural gas production between 2022 and 2024 at US$2.46/MMBtu or above .

Given the strength of the Company's asset base and hedge portfolio, it is well positioned to take advantage of the opportunity it sees in the sector. With a number of industry participants refocusing capital away from what they consider to be non-core assets, Diversified continues to find opportunities to acquire assets at an attractive valuation, remove cost, and drive operational efficiencies into its asset base, ultimately supporting the Company's long term cash flow generation, dividend, and the return for its shareholders.

The Blackbeard Acquisition

The Company has executed a conditional agreement with Blackbeard to acquire certain gas and oil wells as well as related midstream infrastructure. The initial consideration, should the acquisition proceed, is expected to be US$180 million with estimated net consideration of $166 million, based on customary purchase price adjustments. The transaction is subject to ongoing due diligence, which the Company will complete to its satisfaction prior to confirming the final terms (including purchase price), and there can be no certainty that the Blackbeard Acquisition will proceed. The transaction is expected to close in late June 2021. Should the Blackbeard Acquisition proceed, it is expected to have a deemed effective date of 1 April 2021 and the final consideration payable by the Company would, therefore, be reduced by the value of any interim cash flows from the effective date to the closing date. 

The Blackbeard Acquisition includes approximately 820 net operated wells over some 123,000 acres in the Barnett Shale region of Texas, approximately 120 km away from the Central RFA assets acquired in the Indigo Acquisition, demonstrating the Company's ability to create scale in the focus area rapidly. The average working and net revenue interests of the wells included within the transaction is 65% and 53% respectively.

The assets have current adjusted net production of approximately 16 MBoepd, of which 82% is natural gas, and estimated PDP Reserves of approximately 79 MMBoe. Based on the Company's preliminary assessment, the assets have a PDP pre-tax PV10 of US$238 million based on NYMEX strip as of 7 May 2021.

On average, the assets included within the Blackbeard Acquisition are estimated to have a year-one production decline rate of approximately 8%. These assets offer the same long-life, gas-weighted production potential and low terminal decline as the Company's broader portfolio.

Key operating metrics for the assets (excluding synergies) include a US$0.25 -$0.35/MMBtu net gas differential discount (inclusive of index differentials and marketing deducts), an estimated cash operating cost of $1.57/Mcfe and an estimated Hedged Adjusted EBITDA Margin of approximately 50%. Based on forecast production and current pricing, Adjusted EBITDA attributable to the acquired assets for the next twelve months from 1 July 2021 will be approximate US$48 million, excluding longer-term synergies that the Company expects to be able to realise. 

With decades of productive capacity remaining in the acquired wells, the Company does not expect any significant near-term cash requirements in relation to plugging and abandonment ("P&A") activities. The Company estimates costs for P&A activities to be in the range of $50,000 - $60,000 per well, with pricing favourable compared to existing operations given the nature and depth of the wells. The Company is not required at this time to enter into any state level P&A agreements.

Through the combination of the Blackbeard and Indigo acquisitions, Diversified has established a meaningful footprint in its Central Regional Focus Area, with a leasehold position now covering over 300,000 net acres generating approximately 32 MBoepd of production and $413 million of PDP PV10 Reserve value in aggregate.

The Central RFA has significant similarities with the Appalachian Basin, with mature operating regions and significant gas production from low-cost, low-decline well stock and an extremely fragmented operator landscape. The addition of this new operating basin provides a significant growth opportunity for Diversified to repeat its business model in the Central RFA, alongside further growth potential in the Company's Appalachian operations.

Subject to closing of the Blackbeard Acquisition, the Company will use the net proceeds from the Proposed Fundraising to (i) part fund the Acquisitions; and (ii) part repay amounts drawn down on its RCF in connection with the Indigo Acquisition in order to provide financing capacity for additional potential acquisition opportunities.. Under the existing borrowing base, ahead of any potentially positive redeterminations given the stronger macro-environment and before incorporating the Acquisitions, the Company would have available liquidity of $159 million. The Company estimate that following the Acquisitions and the Proposed Fundraising, it would have a Net Debt / 2020 Pro Forma Adjusted EBITDA ratio (assuming a full year contribution from EQT, Carbon and Utica Shale acquisitions in 2020) of 1.8x, significantly below the Company's internal leverage thresholds of 2.5x. This reduction in leverage provides significant financing capacity should the Company successful identify and secure further acquisitions in the Central RFA or Appalachian Basin.

Details of the Placing

The Placing Price will be announced on closing of the Proposed Fundraising.

The Placing is being conducted through an accelerated bookbuild process to eligible institutional investors outside the United States in "offshore transactions" as defined in the US Securities Act of 1933, as amended (the "Securities Act"), and in the United States, save with the Company's agreement, only to persons reasonably believed to be "qualified institutional buyers" in transactions not involving a "public offering" within the meaning of section 4(a)(2) of the Securities Act pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Placing is not conditional on completion of the Acquisitions.

The Placing will launch immediately following the release of this Announcement. The Company expects to close the Bookbuild no later than 8.00 a.m. on 21 May 2021, but the Joint Global Coordinators and the Company reserve the right to close the Bookbuild earlier or later, without further notice.  

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares of £0.01 in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Applications will be made to (i) the Financial Conduct Authority (the "FCA") for admission of the Placing Shares and the Retail Offer Shares to listing on the premium listing segment of the Official List; and (ii) London Stock Exchange plc for admission of the Placing Shares and the Retail Offer Shares to trading on its main market for listed securities (together, "Admission"). Settlement for, and Admission of, the Placing Shares and the Retail Offer Shares is expected to take place on or before 8.00 a.m. on 25 May 2021. The Placing is conditional upon, among other things, Admission becoming effective. The Placing is also conditional upon the placing agreement between the Company, the Co-Lead Managers and the Joint Global Coordinators (the "Placing Agreement") becoming unconditional and not being terminated in accordance with its terms. Appendix 1 to this Announcement sets out further information relating to the terms and conditions of the Placing.

Shares issued pursuant to the Proposed Fundraising will be eligible for the Q4 2020 dividend of 4.0 cents per share, as well as all future dividends. The ex-dividend date of the Q4 2020 dividend is 27 May 2021 and it is expected to be paid on 24 June 2021.

Stifel Nicolaus Europe Limited, Tennyson Securities and Credit Suisse Securities (Europe) Limited are acting as joint global coordinators and bookrunners in connection with the Placing. An affiliate of Credit Suisse Securities (Europe) Limited is a party to a credit facility of the Company and, in the event that the Company determines to use the net proceeds of the Proposed Fundraising to pay down its debt, it may receive a portion of net proceeds in connection with such pay down.

This Announcement should be read in its entirety. Investors' attention is drawn to the detailed terms and conditions of the Placing described in Appendix 1 (which forms part of this Announcement).

By participating in the Placing, investors will be deemed to have read and understood this Announcement (including Appendix 1) in its entirety, to be participating in the Placing and making an offer to acquire, and acquiring, ordinary shares of the Company under the Placing on the terms and subject to the conditions of the Placing set out in Appendix 1 to this Announcement, and to be providing the representations, warranties, undertakings and acknowledgements contained in Appendix 1 to this Announcement.

Market Abuse Regulation

This Announcement contains inside information for the purposes of EU MAR and UK MAR (together, "MAR"). In addition, market soundings (as defined in MAR) were taken in respect 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, the inside information is now considered to be in the public domain and such persons shall therefore cease to be in possession of inside information in relation to the Company and its securities.

IMPORTANT NOTICES

THIS ANNOUNCEMENT (INCLUDING APPENDIX 1) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")).  THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

THIS ANNOUNCEMENT IS NOT FOR PUBLIC RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY JURISDICTION IN WHICH OR TO ANY OTHER PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

NO PUBLIC OFFERING OF THE SECURITIES REFERRED TO HEREIN IS BEING MADE IN ANY SUCH JURISDICTION OR ELSEWHERE.

No action has been taken by the Company, Credit Suisse Securities (Europe) Limited ("Credit Suisse"), Tennyson Securities, a trading name of Shard Capital Partners LLP ("Tennyson Securities") or Stifel Nicolaus Europe Limited ("Stifel" and, together with Credit Suisse and Tennyson Securities, the "Joint   Global Coordinators ") DNB Bank ASA and DNB Markets, Inc. a subsidiary of DNB Bank ASA ("DNB Markets"), Keybanc Capital Markets, a trade name for KeyBanc Capital Markets Inc. ("Keybanc"), Mizuho International plc ("Mizuho"), Canadian Imperial Bank of Commerce, a bank chartered under the Bank Act (Canada), acting through its registered branch in the United Kingdom ("CIBC, London Branch"), RBC Europe Limited ("RBC"), each acting as co-lead managers any of (DNB Markets, Keybanc, Mizuho, CIBC, London Branch and RBC together, the "Co-Lead Managers") (the Co-Lead Managers together with the Joint Global Coordinators , the "Banks") or any of their respective affiliates, or any of their respective directors, officers , partners, employees , advisers or agents or, in the case of the Joint Global Coordinators and Co-Lead Managers, persons connected with them as defined in FSMA (collectively, "Representatives") that would permit an offer of the new ordinary shares of the Company to be issued pursuant to the Placing (the " Placing Shares ") in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement. The distribution of this Announcement and the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.

This Announcement has not been approved by the Financial Conduct Authority or the London Stock Exchange.

Members of the public are not eligible to take part in the Placing. This Announcement is directed at and is only being distributed to persons: (a) if in member states of the European Economic Area, "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation") ("Qualified Investors"); or (b) if in the United Kingdom,   Qualified Investors within the meaning of Article 2(e) of the UK Prospectus Regulation who are (i) persons who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons who fall within Article 49(2)(a) to (d) of the Order; or (c) persons to whom they may otherwise lawfully be communicated (each such person above, a "Relevant Person"). No other person should act or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person, if in the United Kingdom, or a Qualified Investor, if in a member state of the EEA. This Announcement must not be acted on or relied on by persons who are not Relevant Persons, if in the United Kingdom, or Qualified Investors, if in a member state of the EEA. Any investment or investment activity to which this Announcement or the Placing relates is available only to Relevant Persons, if in the United Kingdom, and Qualified Investors, if in a member state of the EEA, and will be engaged in only with Relevant Persons, if in the United Kingdom, and Qualified Investors, if in a member state of the EEA.

No offering document or prospectus will be available in any jurisdiction in connection with the matters contained or referred to in this Announcement and no such offering document or prospectus is required (in accordance with the Prospectus Regulation or UK Prospectus Regulation ) to be published.

This Announcement does not constitute, or purport to include the information required of, a disclosure document under Chapter 6D of the Australian Corporations Act 2001 (Cth) ("Corporations Act") and will not be lodged with the Australian Securities and Investments Commission. No offer of Placing Shares is or will be made to persons in Australia pursuant to this Announcement, except to a person who is a "sophisticated investor" within the meaning of section 708(8) of the Corporations Act or a "professional investor" within the meaning of section 708(11) of the Corporations Act and a wholesale client under section 761G(7) of the Corporations Act. If any Placing Shares are issued, they may not be offered for sale (or transferred, assigned or otherwise alienated) to investors in Australia for at least 12 months after their issue, except in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act.

Certain statements this Announcement are forward-looking statements with respect to the Company's expectations, intentions and projections regarding its future performance, strategic initiatives, anticipated events or trends and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about operating performance, strategic initiatives, objectives, market position, industry trends, general economic conditions, expected expenditures, expected cost savings and financial results, are forward-looking statements. Any statements contained in this Announcement that are not statements of historical fact are, or may be deemed to be, forward-looking statements. These forward-looking statements, which may use words such as "expects", "anticipates", "plans", "intends", "projects", "indicates" ( or the negative thereof ) and similar expressions , are not guarantees of future performance and are subject to known and unknown risks and uncertainties . There are a number of factors including, but not limited to, commercial, operational, economic and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by these forward-looking statements . Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, price fluctuations in crude oil and natural gas, drilling and production results, reserves estimates, environmental and physical risks, the behaviour of other market participants, the actions of governments or governmental regulators, or other risks factors, such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given these risks and uncertainties , readers are cautioned not to place undue reliance on forward-looking statements . Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company, the Joint Global Coordinators , the Co-Lead Managers and their respective Representatives undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. 

In particular, no statement in this Announcement is intended to be a profit forecast or profit estimate and no statement of a financial metric (including estimates of adjusted EBITDA, profit before tax, free cash flow or net debt) should be interpreted to mean that any financial metric for the current or future financial years would necessarily match or exceed the historical published position of the Company and its subsidiaries. Certain statements in this Announcement may contain estimates. The estimates set out in this Announcement have been prepared based on numerous assumptions and forecasts, some of which are outside of the Company's influence and/or control, and is therefore inherently uncertain and there can be no guarantee or assurance that it will be correct. The estimates have not been audited, reviewed, verified or subject to any procedures by the Company's auditors. Undue reliance should not be placed on them and there can be no guarantee or assurance that they will be correct.

Credit Suisse is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the Financial Conduct Authority (the "FCA") in the United Kingdom. Tennyson Securities and Stifel are each authorised and regulated in the United Kingdom by the FCA. Each of the Joint Global Coordinators   is acting exclusively for the Company and for no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for giving advice in relation to the Placing or any other matters referred to in this Announcement.

DNB Bank ASA is authorised and regulated by the FCA. Mizuho and RBC are authorised by the PRA and regulated by the PRA and the FCA in the United Kingdom. KeyBanc is regulated by the U.S. Securities and Exchange Commission and the Financial Industry Regulatory Authority. CIBC, London Branch is supervised and regulated by the Office of the Superintendent of Financial Institutions Canada and in the UK is authorised by the PRA and subject to regulation by the FCA and limited regulation by the PRA. Each of the Co-Lead Managers is acting exclusively for the Company and for no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for giving advice in relation to the Placing or any other matters referred to in this Announcement.

This Announcement is being issued by and is the sole responsibility of the Company. 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 or on behalf of any of the Joint Global Coordinators   or the Co-Lead Managers (apart from the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder) or by their respective affiliates or any of their respective Representatives for the contents of this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers or any other statement made or purported to be made by or on behalf of any of the Joint Global Coordinators or the Co-Lead Managers or any of their respective affiliates or any of their respective Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed. No representation or warranty, express or implied, is made by any of the Joint Global Coordinators   or the Co-Lead Managers or any of their respective affiliates or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefor is expressly disclaimed.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this Announcement. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow of the Company for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow of the Company.  

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the main market for listed securities of the London Stock Exchange.

In connection with the Placing, the Joint Global Coordinators and the Co-Lead Managers and any of their respective affiliates or any of their respective Representatives, acting as investors for their own account, may take up a portion of the Placing Shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for the own accounts or otherwise deal for their own account in such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Joint Global Coordinators and the Co-Lead Managers and any of their respective affiliates and their respective Representatives acting in such capacity. In addition, the Joint Global Coordinators and the Co-Lead Managers and any of their respective affiliates or their respective Representatives may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which the Joint Global Coordinators   and the Co-Lead Managers and any of their respective affiliates may from time to time acquire, hold or dispose of shares. The Joint Global Coordinators and the Co-Lead Managers 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.

Appendix 1 to this Announcement sets out the terms and conditions of the Placing. By participating in the Placing, each Placee will be deemed to have read and understood this Announcement (including Appendix 1 ) in its entirety, to be participating in the Placing and making an offer to acquire and acquiring Placing Shares on the terms and subject to the conditions set out in Appendix 1 to this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in Appendix 1 to this Announcement.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdictions outside the United Kingdom.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (a) 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 Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (b) eligible for distribution through all permitted distribution channels (the "UK target market assessment"). Notwithstanding the UK target market assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the 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 UK 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 UK target market assessment, the Joint Global Coordinators   and the Co-Lead Managers will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS 9A and COBS 10A, respectively; 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 the Placing Shares. Each distributor is responsible for undertaking its own UK target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

EU Product Governance Requirements

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 "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such 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, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the 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 Joint Global Coordinators and the Co-Lead Managers 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 the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Dealing Codes:

Ticker: DEC .L

ISIN for the Ordinary Shares: GB00BYX7JT74

SEDOL for the Ordinary Shares: BYX7JT7

Company's legal entity identifier: 213800YR9TFRVHPGOS67

APPENDIX 1 - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING APPENDIX 1 ) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT   PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE : (A) IF IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); OR (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK VERSION OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO ARE (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR (II) PERSONS WHO ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR (c) OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH SUCH PERSONS REFERRED TO ABOVE AS  "RELEVANT PERSONS"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE EITHER A QUALIFIED INVESTOR OR A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT QUALIFIED INVESTORS IN THE EEA AND RELEVANT PERSONS IN THE UNITED KINGDOM. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY IN MEMBER STATES OF THE EEA TO QUALIFIED INVESTORS AND IN THE UNITED KINGDOM TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA AND RELEVANT PERSONS IN THE UNITED KINGDOM.

THIS ANNOUNCEMENT (INCLUDING APPENDIX 1 ) DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. EACH PLACEE (AS DEFINED BELOW) SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES (AS DEFINED BELOW).

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE A PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.

The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the Placing Shares may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold by the Company (A) outside the United States in offshore transactions as defined in, and pursuant to, Regulation S under the Securities Act ("Regulation S") and (B) in the United States, save with the Company's agreement, only to persons reasonably believed to be "qualified institutional buyers" in transactions not involving a "public offering" within the meaning of section 4(a)(2) of the Securities Act pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of the Placing Shares in the United States, the United Kingdom, Australia, Canada, South Africa, Japan or elsewhere.

The Placing has not been approved and will not be approved or disapproved by the United States Securities and Exchange Commission, any state securities commission or any other regulatory authority in the United States, nor have any of the authorities in Australia, Canada, South Africa, Japan or any other jurisdiction in which a registration statement or prospectus would be required to be filed in connection with the Placing Shares passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful.

Persons who are invited to and who choose to participate in the placing (the "Placing") of new ordinary shares (the "Placing Shares") by making an oral or written offer to acquire Placing Shares, including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given ("Placees"), will be deemed to: (i) have read and understood this Announcement (including Appendix 1 ) in its entirety; and (ii) to be making (and shall only be permitted to participate in the Placing on the basis that they have made) such offer on the terms and conditions, and to be providing the representations, warranties, indemnities, acknowledgements, undertakings and agreements, contained in this Appendix 1. In particular, each such Placee represents, warrants, acknowledges and agrees that:

1.  If it is in the United Kingdom it is a Relevant Person and if it is in the member state of the EEA it is a Qualified Investor, and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2.  it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgments, undertakings and agreements contained in this Announcement;

3.  it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Announcement (including this Appendix 1);

4.  if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation and the UK Prospectus Regulation, that it understands that any Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons   in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA to Qualified Investors or in the United Kingdom to Relevant Persons, or in circumstances in which the prior consent of the Joint Global Coordinators has been given to each such proposed offer or resale;

5.  it understands that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold, 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 in compliance with any applicable securities laws of any state or other jurisdiction of the United States;  

6.  it and the person(s), if any, for whose account or benefit it is acquiring the Placing Shares are either (a)(i) outside the United States and will be outside the United States at the time the Placing Shares are acquired by it and (ii) acquiring the Placing Shares in an "offshore transaction" in accordance with Rule 903 or Rule 904 of Regulation S; or (b) save with the Company's agreement, a "qualified institutional buyer" as defined in Rule 144A under the Securities Act (a "QIB") acting for its own account or for the account of one or more QIBs, each of which is acquiring beneficial interests in the Placing Shares for its own account (if acquiring the Placing Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such person) who has executed and delivered to the Company and the Banks a US investor letter substantially in the form provided to it; and

7.  the Company, Credit Suisse Securities (Europe) Limited ("Credit Suisse"), Tennyson Securities, a trading name of Shard Capital Partners LLP ("Tennyson Securities") and Stifel Nicolaus Europe Limited ("Stifel" and, together with Credit Suisse and Tennyson Securities, the "JointGlobal Coordinators"), DNB Bank ASA and DNB Markets, Inc. a subsidiary of DNB Bank ASA ("DNB Markets"), Keybanc Capital Markets, a trade name for KeyBanc Capital Markets Inc. ("Keybanc"), Mizuho International plc ("Mizuho"), Canadian Imperial Bank of Commerce, a bank chartered under the Bank Act (Canada), acting through its registered branch in the United Kingdom ("CIBC, London Branch"). RBC Europe Limited ("RBC"), each acting as co-lead managers (DNB Markets, Keybanc, Mizuho, CIBC, London Branch and RBC together, the "Co-Lead Managers") (the Co-Lead Managers together with the Joint Global Coordinators , the "Banks") will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.

None of the Company, the Banks or any of their respective affiliates or any of their respective Representatives (as defined below) makes any representation to any Placee regarding an investment in the Placing Shares.

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

Details of the Placing Agreement and of the Placing Shares

The Joint Global Coordinators, the Co-Lead Managers and the Company have today entered into a placing agreement (the "Placing Agreement") under which, subject to the terms and conditions set out therein, each of the Banks has agreed, severally and not jointly or jointly and severally, as agent for and on behalf of the Company, to use its reasonable endeavours to procure Placees for new ordinary shares of one penny each in the capital of the Company (the "Placing Shares") representing up to 19.99% of the Company's existing issued share capital, with the number of Placing Shares and price to be determined following completion of the bookbuilding process in respect of the Placing (the "Placing Price"), and to the extent any Placee defaults in paying the Placing Price in respect of any Placing Shares allocated to it, each of the Joint Global Coordinators has agreed, severally and not jointly or jointly and severally, to subscribe for such Placing Shares at the Placing Price.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of one penny each in the capital of the Company (the "Ordinary Shares"), including, without limitation, the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after Admission (as defined below). The allotment and issue of the Placing Shares will be effected by way of a placing of new Ordinary Shares in the Company for non-cash consideration. Stifel will subscribe for ordinary shares and redeemable preference shares in Project Silverstone (Jersey) Limited ("JerseyCo"), a Jersey incorporated subsidiary of the Company, for an amount equal to the product of the Placing Price and the number of Placing Shares placed pursuant to the Placing. The Company will allot and issue the Placing Shares on a non-pre-emptive basis to Placees in consideration for the transfer of the ordinary shares and redeemable preference shares in JerseyCo that will be issued to Stifel .   The proceeds raised through the Placing (net of expenses) will be retained for the benefit of the Company.

Applications for listing and admission to trading

Applications will be made for the Placing Shares to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") (the "Official List") and to be admitted to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). Settlement for the Placing Shares and Admission is expected to take place on or before 8.00 a.m. (London time) on 25 May 2021(or such later time and/or date as the Joint Global Coordinators  (on behalf of the Banks) may agree with the Company) (the "Admission Date") and dealings in the Placing Shares will commence at that time.   The Placing is conditional upon, among other things, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.

Bookbuild

Following this Announcement, the Banks will today commence an accelerated bookbuilding process to determine demand for participation in the Placing by Placees (the "Bookbuild"). This Appendix 1 gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. Members of the public are not entitled to participate.

The Joint Global Coordinators and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion, determine.

Participation in, and principal terms of, the Placing

1.  Each of the Joint Global Coordinators is acting as a joint global coordinator, joint bookrunner and agent for the Company in connection with the Placing.

2.  Each of the Co-Lead Managers is acting as a co-lead manager and agent for the Company in connection with the Placing.

3.  Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Banks. The Banks and their respective agents and affiliates are entitled to enter bids in the Bookbuild as principal.

4.  The Bookbuild, if successful, will establish a single price per Placing Share payable to the Banks, as agents for and on behalf of the Company, by all Placees whose bids are successful. The Placing Price and the final number of Placing Shares will be determined by the Company (in consultation with the Joint Global Coordinators) following completion of the Bookbuild and any discount to the market price of the Ordinary Shares will be determined in accordance with the Listing Rules of the FCA. The Placing Price and the final number of Placing Shares to be issued will be announced on a Regulatory Information Service ("RIS") following the completion of the Bookbuild.

5.  To bid in the Bookbuild, prospective Placees should communicate their bid by telephone or in writing to their usual sales contact at any of the Banks. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire at either the Placing Price which is ultimately established by the Company and the Joint Global Coordinators or at prices up to a price limit specified in its bid. Bids may be scaled down by the Joint Global Coordinators on the basis referred to in paragraph 8 below.

6.  A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix 1 and will be legally binding on the Placee on behalf of which it is made and, except with the Joint Global Coordinators ' consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Banks, as agents for and on behalf of the Company, to pay it in cleared funds immediately on the settlement date, in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for and the Company has agreed to allot.

7.  The Bookbuild is expected to close no later than 8.00 a.m. (London time) on 21 May 2021 but may be closed earlier or later at the discretion of the Joint Global Coordinators and the Company. The Joint Global Coordinators may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

8.  Each prospective Placee's allocation will be agreed between the Joint Global Coordinators and the Company and will be confirmed orally or in writing (which can include email) by any of the Joint Global Coordinators (as agent for and on behalf of the Company) following the close of the Bookbuild and a trade confirmation will be despatched thereafter. This oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of the Banks and the Company to acquire the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix 1 and in accordance with the Company's articles of association and each Placee will be deemed to have read and understood this Announcement (including Appendix 1 ) in its entirety. The terms of this Appendix 1 will be deemed incorporated by reference in the trade confirmation. All obligations under the Bookbuild and Placing will be subject to fulfilment or, where applicable, waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement". By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee after confirmation (oral or otherwise) by any of the Banks.

9.  The Joint Global Coordinators may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. The Joint Global Coordinators may also, notwithstanding paragraphs 4 and 5 above, and subject to the prior consent of the Company, (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company reserves the right (upon consultation with the Joint Global Coordinators) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

10.  Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and settlement".

11.  Except as required by law or regulation, no press release or other announcement will be made by the Joint Global Coordinators or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

12.  To the fullest extent permissible by law, none of the Banks, the Company or any of their respective affiliates or any of their respective directors, officers, partners, employees, advisers or agents (collectively, "Representatives") shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Banks, the Company or any of their respective affiliates or any of their respective Representatives shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the conduct of the Bookbuild or of such alternative method of effecting the Placing as the Banks and the Company may agree.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of the Banks under the Placing Agreement are conditional on, amongst other things:

(a)  Admission occurring by no later than 8.00 a.m. (London time) on the Admission Date (or such later time or date the Joint Global Coordinators may agree with the Company being not later than 8:30 a.m. (London Time) on 28 May 2021) ;

(b)  the Company's representations and warranties contained in the Placing Agreement being true and accurate and not misleading on and as at the date of the Placing Agreement and at all times up to Admission;

(c)  the Company complying with its obligations and undertakings under the Placing Agreement   so far as the same fall to be performed or satisfied on or prior to Admission ;

(d)  each of the option agreement (to be entered into between the Company, Stifel and JerseyCo) (the "Option Agreement") and the subscription and transfer agreement (to be entered into between the Company, Stifel and JerseyCo) (the "Subscription and Transfer Agreement") having been executed by the Company and JerseyCo and remaining in full force and effect and not having been terminated, and there having occurred no default or breach by the Company or JerseyCo of any of the terms thereof at any time immediately prior to Admission;

(e)  there not having occurred, since the date of the Placing Agreement at any time prior to Admission, any material adverse change; or

(f)  no matter having arisen which might reasonably give be expected to give rise to an indemnity claim under the Placing Agreement .

The Joint Global Coordinators have discretion to waive compliance with certain of the conditions and/or agree an extension in time for their satisfaction.

If: (a) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled (or, where permitted, waived or extended in writing by the Joint Global Coordinators) or have become incapable of fulfilment on or before the date or time specified for the fulfilment thereof (or such later time and/or date as the Company and the Joint Global Coordinators may agree); or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

By participating in the Placing each Placee agrees that neither the Banks nor any of their respective affiliates nor any of their respective Representatives shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Global Coordinators.

Lock-up

The Company has agreed with the Joint Global Coordinators that, subject to customary expectations, it will not, and will procure that none of its subsidiaries will, between the date of the Placing Agreement and 45 days after the date of the Placing Agreement, without the prior written consent of the Joint Global Coordinators, (a) issue, allot, offer, pledge, sell, contract to sell, pledge, grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or other shares in the capital of the Company or any securities convertible into or exchangeable for Ordinary Shares or other shares in the capital of the Company or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares or other shares in the capital of the Company, whether any such transaction described in (a) or (b) above is to be settled by delivery of Ordinary Shares or other shares in the capital of the Company or such other securities, in cash or otherwise.

Right to terminate under the Placing Agreement

Each of the Joint Global Coordinators , for itself in its capacity as joint global co-ordinator and joint bookrunner, is entitled, in its absolute discretion acting in good faith and after consultation (to the extent reasonably practicable) with the Company and the other Joint Global Coordinators , at any time before Admission, to terminate the Placing Agreement by giving notice to the Company if, amongst other things, (a) any of the conditions to the Placing Agreement have not been satisfied or (where permitted) waived, (b) any of the Company's representations and warranties are not or cease to be true and accurate or have become misleading; (c) there has been a breach by the Company of any of its obligations or undertakings contained in the Placing Agreement, the Option Agreement or the Subscription and Transfer Agreement ; (d) since the date of the Placing Agreement, there has been a material adverse change; or (e)there has occurred a market disruption event as specified in the Placing Agreement. For the avoidance of doubt, the Co-Lead Managers are entitled, at any time before Admission, to terminate the Placing Agreement only in the circumstances where one of the Joint Global Coordinators elects to terminate the Placing Agreement on the conditions set out above.

Upon such notice being given, such parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions. Each of the other Joint Global Coordinators may, in its absolute discretion, elect by giving notice to the Company to allow the Placing to proceed.

By participating in the Placing, Placees agree that the exercise by any of the Joint Global Coordinators of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of each of the Joint Global Coordinators, that the Joint Global Coordinators do not need to make any reference to, consult with, or seek consent from, Placees and that none of the Company or the Joint Global Coordinators or the Co-Lead Managers or any of their respective affiliates or any of their respective Representatives shall have any liability to Placees whatsoever in connection with any exercise or failure to exercise any right of termination or other discretion.

No prospectus

No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA (or any other authority) or submitted to the London Stock Exchange in relation to the Placing or Admission and no such prospectus is required (in accordance with the UK Prospectus Regulation) to be published in the United Kingdom or any equivalent document in any other jurisdiction .

Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placing Shares and the Placing based on information contained in this Announcement (including Appendix 1 ) released by the Company today and any information publicly announced to a RIS by or on behalf of the Company on or prior to the date of this Announcement and subject to the further terms set forth in the trade confirmation to be provided to individual prospective Placees.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including Appendix 1 ) and all other publicly available information previously and simultaneously published by the Company by notification to a RIS is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or the Banks or any other person and none of the Company or Banks or any of their respective affiliates or any of their respective Representatives will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude or limit the liability of any person for fraudulent misrepresentation by that person.

Registration and settlement

Settlement of transactions in the Placing Shares following Admission, unless otherwise agreed, will take place within the CREST system, subject to certain exceptions. The Joint Global Coordinators and the Company reserve the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares to be allocated to it at the Placing Price and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with the relevant Bank.

The Company will deliver the Placing Shares to a CREST account operated by the Banks (or any one of them) as the Company's agent and the relevant Bank will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement will be on 25 May 2021 on a T+2 basis and on a delivery versus payment basis in accordance with the instructions set out in the trade confirmation. Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Joint Global Coordinators.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Banks (as agents for and on behalf of the Company) may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or other similar taxes (together with any interest or penalties) imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confirms on each of the Banks all such authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all actions which the Joint Global Coordinators lawfully takes on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any other circumstances in which any stamp duty or stamp duty reserve tax (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), none of the Joint Global Coordinators, the Co-Lead Managers or the Company shall be responsible for the payment thereof. Placees shall not be entitled to receive any fee or commission in connection with the Placing.

Representations and warranties and further terms

By submitting a bid and/or participating in the Placing each prospective Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with each Bank  and the Company, in each case as a fundamental term of its application for Placing Shares), the following:

1.  it has read and understood this Announcement, including this Appendix, in its entirety and that its participation in the Bookbuild and the Placing and its subscription for and purchase of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement and it has not relied on, and will not rely on, any other information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Bookbuild, the Placing, the Company, the Placing Shares or otherwise;

2.  that no offering document, offering memorandum, admission document or prospectus has been or will be prepared in connection with the Placing or is required under the Prospectus Regulation or UK Prospectus Regulation and it has not received and will not receive a prospectus, offering memorandum, admission document or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;

3.  (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement (including Appendix 1 ) and any information publicly announced to a Regulatory Information Service by or on behalf of the Company prior to the date of this Announcement (the "Publicly Available Information"); (ii) the Ordinary Shares are admitted to the premium listing segment of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities and the Company is therefore required to publish certain business and financial information in accordance with the Market Abuse Regulation (EU) No.596/2014 ("MAR"), in the period up to and including 31 December 2020, and from 1 January 2021 in accordance with the UK version of the Market Abuse Regulation (EU) No.596/2014, which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018) ("UK MAR") and the rules and practices of the London Stock Exchange (the "Exchange Information"), which includes a description of the nature of the Company's business, most recent balance sheet and profit and loss account, and similar statements for preceding years, and it has reviewed such Exchange Information as it has deemed necessary or that it is able to obtain or access the Exchange Information without undue difficulty; and (iii) it has had access to such financial and other information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Placing and the Placing Shares, as well as the opportunity to ask questions) concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to acquire any of the Placing Shares and has satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing;

4.  that the content of this Announcement is exclusively the responsibility of the Company and that neither the Bank nor any of their respective affiliates nor any of their respective Representatives nor any person acting on their behalf has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously or subsequently published by or on behalf of the Company, including, without limitation, any Exchange Information, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any Publicly Available Information including (without limitation) the Exchange Information, such information being all that it deems necessary and/or appropriate to make an investment decision in respect of the Placing Shares, and that it has neither received nor relied on any other information given or investigations, representations, warranties or statements made by the Banks or the Company or any of their respective affiliates or any of their respective Representatives or any person acting on their behalf and neither the Banks nor the Company nor any of their respective affiliates, nor any of their respective Representatives nor any person acting on their behalf will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;

5.  (i) neither the Banks nor any of their respective affiliates nor any of their respective Representatives nor any person acting on their behalf have made any representations to it, express or implied, with respect to the Company, the Bookbuild, the Placing and the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information or the Exchange Information, and each of them expressly disclaims any liability in respect thereof; and (ii) it will not hold the Banks or any of their respective affiliates or any of their respective Representatives or any person acting on their behalf responsible for any misstatements in or omissions from the Publicly Available Information or the Exchange Information. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person;

6.  none of the Banks or the Company or any of their respective affiliates or any of their respective Representatives or any person acting on behalf of any of them has provided, and none of them will provide, to it any material regarding the Placing Shares or the Company or any other person other than this Announcement, nor has it requested that any of the Joint Global Coordinators, the Company, any of their respective affiliates, any of their respective Representatives or any person acting on behalf of any of them to provide it with any such material;

7.  it understands, and each account it represents has been advised that, (i) the Placing Shares have not been and will not be registered under the Securities Act or with any regulatory authority of any state or other jurisdiction of the United States; (ii) the Placing Shares are being offered and sold only (a) subject to certain exceptions, to persons reasonably believed to be QIBs in transactions exempt from, the registration requirements of the Securities Act or (b) in an "offshore transaction" within the meaning of and pursuant to Regulation S under the Securities Act; (iii) the Placing Shares may only be reoffered or resold in transactions exempt from, or not subject to, the registration requirements of the Securities Act and no representation has been made as to the availability of any exemption under the Securities Act or any relevant state or other jurisdiction's securities laws for the reoffer, resale, pledge or transfer of the Placing Shares; and (iv) a prospectus will not be published in respect of any of the Placing Shares under the Securities Act or the securities laws of any state or other jurisdiction of the United States;

8.  it is not an affiliate (as defined in Rule 501(b) under the Securities Act) of the Company, and is not acting on behalf of an affiliate of the Company;

9.  the Placing Shares offered and sold in the United States are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and for so long as the Placing Shares are restricted securities, it will segregate such Placing Shares from any other shares in the Company that it holds that are not restricted securities, will not deposit the Placing Shares into any depositary receipt facility maintained by any depositary bank in respect of the Company's ordinary shares and will notify any subsequent transferee of such Placing Shares of the applicable transfer restrictions;

10.  it will not distribute, forward, transfer or otherwise transmit this Announcement or any other materials concerning the Placing (including any electronic copies thereof), in or into the United States   (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person ;

11.  it is not, and at the time the Placing Shares are acquired, neither it nor the beneficial owner of the Placing Shares will be, a resident of Australia (unless paragraph 12 below applies), Canada, Japan or South Africa and further acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions;

12.  if it is receiving the offer to acquire the Placing Shares in Australia, it is (i) a "sophisticated investor" within the meaning of section 708(8) of the Australian Corporations Act 2001 (Cth) (the "Corporations Act") or a "professional investor" within the meaning of section 708(11) of the Corporations Act and a wholesale client under section 761G(7) of the Corporations Act and the issue of the Placing Shares to it under the Placing does not require a prospectus or other form of disclosure document under the Corporations Act, and no Placing Shares may be offered for sale (or transferred, assigned or otherwise alienated) to investors in Australia for at least 12 months after their issue, except in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act;

13.  if it received any "inside information" as defined in the UK MAR  concerning the Company or its shares or other securities or related financial instruments in advance of the Placing, it has not (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by UK MAR, prior to the information being made publicly available;

14.  it has complied with its obligations under the Criminal Justice Act 1993, MAR, UK MAR, any delegating acts, implementing acts, technical standards and guidelines and Section 118 of FSMA thereunder, and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity, the Joint Global Coordinators have not received such satisfactory evidence, the Joint Global Coordinators may, at their absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to the Banks will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;

15.  if it is in the United Kingdom it is a Relevant Person and if it is in a member state of the EEA it is a Qualified Investor and undertakes that it will subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

16.  it understands that any investment or investment activity to which this Announcement relates is available only to Relevant Persons in the United Kingdom and Qualified Investors in a member state of the EEA and will be engaged in only with Relevant Persons in the United Kingdom and Qualified Investors in a member state of the EEA, and further understands that this Announcement must not be acted on or relied on by persons who are not Relevant Persons in the United Kingdom and Qualified Investors in a member state of the EEA;

17.  if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation and Article 5(1) of the UK Prospectus Regulation, that the Placing Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in a member state of the EEA other than Qualified Investors or persons in the UK other than Relevant Persons, or in circumstances in which the prior consent of the Joint Global Coordinators has been given to the proposed offer or resale;

18.  that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to Relevant Persons or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;

19.  that any offer of Placing Shares may only be directed at persons in member states of the EEA who are Qualified Investors and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Regulation;

20.  it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

21.  it has complied and will comply with all applicable laws (including all relevant provisions of FSMA) with respect to anything done by it in relation to the Placing Shares;

22.  if in the United Kingdom, it is a Qualified Investor within the meaning of Article 2(e) of the UK Prospectus Regulation and is also a person (i) having professional experience in matters relating to investments and who falls within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); or (ii) who falls within Article 49(2)(a) to (d) of the Order; or (iii) to whom this Announcement may otherwise lawfully be communicated;

23.  if it is in a member state of the EEA, it is a Qualified Investor;

24.  if in the United Kingdom, unless otherwise agreed by the Joint Global Coordinators , it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is acquiring Placing Shares for investment only and not with a view to resale or distribution;

25.  no action has been or will be taken by either the Company or the Banks or any person acting on behalf of the Company or the Banks that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

26.  neither it, nor the person specified by it for registration as holder of Placing Shares is, or is acting as nominee or agent for, and the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depository receipts and clearance services) and the Placing Shares are not being acquired in connection with arrangements to issue depository receipts or to issue or transfer Placing Shares into a clearance system;

27.  (i) it is acting as principal in respect of the Placing and has the power and authority to carry on the activities in which it is engaged, to subscribe for Placing Shares and to execute and deliver all documents necessary for such subscription; and/or (ii) if it is acting for any other person (A) it is duly authorised to do so and has full power to make the acknowledgments, representations, undertakings and agreements and give the indemnities herein on behalf of each such person; and (B) it is and will remain liable to the Company and/or the Banks for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person). Each Placee agrees that the provisions of this paragraph shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;

28.  if it is a pension fund or investment company, its acquisition of Placing Shares is in full compliance with applicable laws and regulations;

29.  (i) it and any person acting on its behalf is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in the Banks or the Company or any of their respective affiliates or any of their respective Representatives acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing; and (iv) the subscription of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

30.  it (and any person acting on its behalf) has the funds available to pay for, and has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

31.  it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement (including Appendix 1 ), on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other persons or sold as the Joint Global Coordinators may in their absolute discretion determine and without liability to such Placee, and it will remain liable for any amount by which the net proceeds of such sale falls short of the product of the Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty or stamp duty reserve tax or other similar taxes (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

32.  its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire, and that the Joint Global Coordinators or the Company may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

33.  the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither the Banks nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify and hold harmless the Company, each of the Banks, their respective affiliates and any of their respective Representatives in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of the Joint Global Coordinators (or any one of them) who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

34.  the Placing does not constitute a recommendation or financial product advice and the Banks have not had regard to its particular objectives, financial situation and needs;

35.  none of the Banks, any of their respective affiliates, any of their respective Representatives or any person acting on behalf of any of them, is making any recommendations to it or, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of any of the Banks and that the Banks do not have any duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of their rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

36.  that in making any decision to acquire the Placing Shares (i) it has such knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for or acquire the Placing Shares, (ii) it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing, (iii) it has relied on its own examination, due diligence and analysis of the Company and its affiliates taken as a whole, including the markets in which the Company and its affiliates operate, and the terms of the Placing, including the merits and risks involved and not upon any view expressed or information provided by or on behalf of any of the Banks, (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary to enable it to make an informed and intelligent decision with respect to making an investment in the Placing Shares , (v) it is aware and understands that an investment in the Placing Shares involves a considerable degree of risk and (vi) it will not look to the Company, the Banks, any of their respective affiliates, any of their respective Representatives or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;

37.  in connection with the Placing, any of the Banks and any of its or their respective affiliates or their respective Representatives acting as an investor for its own account may take up a portion of the Placing Shares and in that capacity may acquire, retain, purchase or sell for its own account such Placing Shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Banks or their respective affiliates or their respective Representatives acting in such capacity. In addition the Banks may enter into financing arrangements and swaps with investors in connection with which the Banks may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. None of the Banks intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;

38.  it acknowledges that it irrevocably appoints any director or authorised signatories of the Banks as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

39.  its commitment to acquire the Placing Shares on the terms set out herein and in the trade confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Global Coordinators' ' conduct of the Placing;

40.  the terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such agreements and such non-contractual obligations, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Banks in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

41.  it will indemnify on an after-tax basis and hold each of the Company and the Banks and their respective affiliates and their respective Representatives harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of, directly or indirectly, or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix 1 and further agrees that the provisions of this Appendix 1 shall survive after completion of the Placing;

42.  neither the Company nor the Banks owes any fiduciary or other duties to any Placee in respect of any acknowledgements, confirmations, undertakings, representations, warranties or indemnities in the Placing Agreement; and

43.  the Company, the Banks and their respective affiliates and their respective Representatives and others will rely upon the truth and accuracy of the representations, warranties, acknowledgements, indemnities, undertakings and agreements set forth herein and which are given to each of the Banks and the Company (for their own benefit and, where relevant, the benefit of their respective affiliates and any person acting on their behalf) and are irrevocable and it irrevocably authorises the Company and the Banks to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein. It agrees that if any of the acknowledgements, representations, warranties, undertakings and agreements made in connection with its subscribing and/or acquiring of Placing Shares is no longer accurate, it shall promptly notify the Company and the Banks.

Each Placee not acquiring the Placing Shares in an "offshore transaction" pursuant to Regulation S (each a "US Placee") shall make specific representations, warranties, agreements and acknowledgements pursuant to a US investor representation letter. Each US Placee acknowledges that it will not be permitted to purchase, subscribe for or otherwise take up Placing Shares unless it has signed and returned such representation letter in accordance with the terms thereof.

Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement is subject to the representations, warranties and further terms above and assumes and is based on the warranty and representation from each Placee that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which none of the Company or the Banks will be responsible and each Placee shall indemnify on an after-tax basis and hold harmless the Company and the Banks and their respective affiliates and their respective Representatives for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Banks accordingly.

None of the Company or the Banks is liable to bear any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable in or outside the United Kingdom by any Placee or any other person on a Placee's acquisition of any Placing Shares or the agreement by a Placee to acquire any Placing Shares. Each Placee agrees to indemnify on an after-tax basis and hold harmless the Company, the Banks, their respective affiliates and their respective Representatives from any and all such stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including interest, fines or penalties relating thereto). Each Placee should seek its own advice as to whether any of the above tax liabilities arise and notify the Banks accordingly.

In this Announcement, "after-tax basis" means in relation to any payment made to the Company or the Banks or their respective affiliates or their respective Representatives pursuant to this Announcement where the payment (or any part thereof) is chargeable to any tax, a basis such that the amount so payable shall be increased so as to ensure that after taking into account any tax chargeable (or which would be chargeable but for the availability of any relief unrelated to the loss, damage, cost, charge, expense or liability against which the indemnity is given on such amount (including on the increased amount) there shall remain a sum equal to the amount that would otherwise have been so payable.

Each Placee, and any person acting on behalf of each Placee, acknowledges and agrees that the Banks and/or any of their respective affiliates and/or any of their respective Representatives may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that each of the Banks is receiving a fee in connection with its role in respect of the Placing as detailed in the Placing Agreement. An affiliate of Credit Suisse is a party to a credit facility of the Company and, in the event that the Company determines to use the net proceeds of the Proposed Fundraising to pay down its debt, it may receive a portion of net proceeds in connection with such pay down.

When a Placee or person acting on behalf of the Placee is dealing with any of the Banks, any money held in an account with the relevant Joint Global Coordinator on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Bank's money in accordance with the client money rules and will be used by the relevant Joint Global Coordinator in the course of its own business; and the Placee will rank only as a general creditor of such Bank.

All times and dates in this Announcement may be subject to amendment by the Banks and the Company (in their absolute discretion).The Banks shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The rights and remedies of the Banks and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Non-IFRS financial measures

The Company presents certain key operating metrics that are not defined under IFRS (alternative performance measures) in this Announcement. These non-IFRS measures are used by the Company to monitor the underlying performance of the Company's performance from period to period and to facilitate comparison with its peers. Since not all companies calculate these or other non-IFRS metrics in the same way, the manner in which the Company has chosen to calculate the non-IFRS metrics presented herein may not be compatible with similarly defined terms used by other companies. Therefore, the non-IFRS metrics should not be considered in isolation of, or viewed as substitutes for, the financial information prepared in accordance with IFRS. Certain of the key operating metrics set forth below are based on information derived from the Company's regularly maintained records and accounting and operating systems.

EBITDA (hedged) and EBITDA (unhedged)

EBITDA is defined by the Company as earnings before interest, tax, depreciation and amortisation.

Adjusted EBITDA (hedged) and Adjusted EBITDA (unhedged) are defined by the Company as earnings before interest, taxes, depletion, depreciation and amortisation and adjustments for non-recurring items such as gain on the sale of assets, acquisition related expenses and integration costs, mark-to-market adjustments related to the Company's hedge portfolio, non-cash equity compensation charges and items of a similar nature. The Directors believe that Adjusted EBITDA (hedged) and Adjusted EBITDA (unhedged) are useful measures as they enable a more effective way to evaluate operating performance and compare the results of operations from period-to-period and against its peers without regard to the Company's financing methods or capital structure. The Company excludes the items listed in the table below from operating profit in arriving at Adjusted EBITDA (hedged) and Adjusted EBITDA (unhedged) because these amounts can vary substantially from company to company within the industry, depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired.

Operating Margin

Operating Margin is defined as total realised price less total cash costs and Percentage Operating Margin is defined as the Operating Margin as a percentage of total realised price.

Free Cash Flow (adjusted)

Free Cash Flow (adjusted) is defined by the Company as Adjusted EBITDA (hedged) further adjusted for capital expenditures, plugging costs and cash paid for interest. The Directors view Free Cash Flow (adjusted) as a key liquidity measure, as this measure represents the amount of discretionary cash available to service debt principal, pay dividends and to possibly buyback stock shares.

Leverage (hedged) and Leverage (unhedged)

Leverage is calculated by dividing Adjusted EBITDA (hedged) and Adjusted EBITDA (unhedged) (as defined above) of the Company for the last 12 months by Net Debt at the period end. The Directors view leverage as a key measure of the Company's ability to pay off its debt as well as it being used in the covenant calculations for the Company's external borrowings.

Net Debt

Net Debt is defined as the sum of Company's borrowings, excluding leases, less cash and cash equivalents.

Revenue (hedged)

Revenue (hedged) is defined as revenue adjusted for impact of any gains/losses on derivative settlements.

Market, industry and other statistical data

This Announcement relies on and refers to information regarding the Company's business and the markets in which the markets in which the Company operates and competes. The market data and certain economic and industry data and forecasts used in this Announcement were obtained from governmental and other publicly available information, independent industry publications and reports prepared by industry consultants, including Energy Information Administration and FactSet.

Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but that there can be no assurance as to the accuracy and completeness of such information. The Company believes that these industry publications, surveys and forecasts are reliable, but they have not been independently verified from third party sources.

All such data sourced from third parties contained in this Announcement have been accurately reproduced and, so far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted that would render the reproduced information inaccurate or misleading. No material changes have occurred since the date of the Competent Person's Report available on the Company's website at www.div.energy, the omission of which would make the Competent Person's Report misleading.

The Company cannot assure you that any of the assumptions underlying any statements regarding the gas and oil industry are accurate or correctly reflect the Company's position in the industry. Market data and statistics are inherently predictive and speculative and are not necessarily reflective of actual market conditions. Such statistics are based on market research, which itself is based on sampling and subjective judgments by both the researchers and the respondents, including judgments about what types of products and transactions should be included in the relevant market. In addition, the value of comparisons of statistics for different markets is limited by many factors, including that (i) the markets are defined differently, (ii) the underlying information was gathered by different methods and (iii) different assumptions were applied in compiling the data. Accordingly, the market statistics included in this Announcement should be viewed with caution and no representation or warranty is given by any person as to their accuracy.

Elsewhere in this Announcement, statements regarding the gas and oil industry are not based on published statistical data or information obtained from independent third parties, but are based solely on the Company's experience, its internal studies and estimates, and its own investigation of market conditions. The Company cannot assure you that any of these studies or estimates are accurate, and none of the Company's internal surveys or information have been verified by any independent sources. While the Company is not aware of any misstatements regarding its estimates presented herein, the Company's estimates involve risks, assumptions and uncertainties and are subject to change based on various factors.

Forward-looking statements

This Announcement includes forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control and all of which are based on management's current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "believe", "expects", "targets", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "continues", "assumes", "positioned" or "anticipates" or the negative thereof, other variations thereon or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the intentions, beliefs or current expectations of management or the Company concerning, among other things, the results of operations, financial condition, prospects, growth, strategies and dividend policy of the Company and the industry in which it operates. In particular, the statements included in the sections entitled "Risk Factors" and "Business" of this Announcement regarding the Company's strategy, targets and expectations in respect of the Company's expected revenue, profit, growth, accounting tax rates, and capital expenditure upon the operating results of the Company as well as other expressions of the Company's targets and expectations and other future events or prospects are forward-looking statements.

No incorporation of website information

Save for the Competent Person's Report, information contained on the Company's website or the contents of any website accessible from hyperlinks on the Company's website are not incorporated into and do not form part of this Announcement.

 

DEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise:

"Acquisitions"	the Indigo Acquisition and the Blackbeard Acquisition;
"Adjusted EBITDA"	earnings before interest, taxes, depletion, depreciation and amortisation and adjustments for non-recurring items such as gain on the sale of assets, acquisition related expenses and integration costs, mark-to-market adjustments related to the Company's hedge portfolio, non-cash equity compensation charges and items of a similar nature;
"Admission"	the admission of all of the issued to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities becoming effective in accordance with, respectively, the Listing Rules and the London Stock Exchange's standards for admission and disclosure for securities (as amended from time to time);
"Announcement"	this announcement (including the appendices);
"Articles"	the articles of association of the Company, from time to time;
"Blackbeard"	Blackbeard Operating, LLC;
"Blackbeard Acquisition"	the signing of a conditional Purchase and Sale Agreement to acquire certain upstream and midstream assets in its newly identified Central Regional Focus Area from Blackbeard Operating, LLC;
"Bookbuild"	accelerated bookbuild process;
"Central RFA"	Central Regional Focus Area;
"CAGR"	compound annual growth rate;
"cents"	US cents;
"Co-Lead Managers"	DNB Bank ASA and DNB Markets, Inc. a subsidiary of DNB Bank ASA, Keybanc Capital Markets, a trade name for KeyBanc Capital Markets Inc., Mizuho International plc, Canadian Imperial Bank of Commerce, a bank chartered under the Bank Act (Canada), acting through its registered branch in the United Kingdom and RBC Europe Limited;
"Company"	Diversified Energy Company plc;
"Credit Suisse"	Credit Suisse Securities (Europe) Limited;
"Directors"	the directors of the Company;
"EBITDA"	earnings before interest, tax, depreciation and amortisation;
"Enlarged Share Capital"	the existing Ordinary Shares in the Company plus the additional Ordinary Shares to be issued pursuant to the Proposed Fundraising;
"Fundraising Shares"	the new Ordinary Shares issued pursuant to the Placing and Retail Offer;
"Indigo"	Indigo Minerals LLC;
"Indigo Acquisition"	the conditional acquisition of certain Cotton Valley upstream assets and related facilities located in the "Central" Regional Focus Area from Indigo Minerals LLC;
"Joint Global Coordinators"	Stifel Nicolaus Europe Limited, Tennyson Securities Limited and Credit Suisse Securities (Europe) Limited;
"Net Debt"	Total debt less cash and restricted cash;
"NTM"	Next Twelve Months;
"Ordinary Shares"	ordinary shares of £0.01 each in the share capital of the Company;
"Placing"	placing of new ordinary shares in the capital of the Company to be conducted through an accelerated bookbuild process outside the United States, which will launch immediately following the release of this announcement;
"Proposed Fundraising"	the Placing and the Retail Offer;
"Q4 Dividend"	Q4 2020 dividend;
"RCF"	Revolving Credit Facility;
"Retail Offer"	an offer by the Company to  on the PrimaryBid Platform of new Ordinary Shares;
"Securities Act"	the US Securities Act of 1933, as amended;
"Shareholders"	holders of Ordinary Shares;
"Significant Shareholders"	the Shareholder who owns more than 3 per cent. of the issued share capital of Company;
"Smarter Asset Management"	precautionary techniques for extending well life that include wellhead compression management, fluid load deduction and pumpjack optimization;
"stamp duty"	UK stamp duty;
"Stifel"	Stifel Nicolaus Europe Limited;
Tennyson Securities	a trading name of Shard Capital Partners LLP;
"Total Cash Costs"	operating expense, production taxes, gathering & transportation expense, gathering & compression expense and recurring general & administrative expense;
"Transaction Adjusted Net Debt"	Net debt adjusted for the impact of the Blackbeard Acquisition and Proposed Fundraising;
"UKCompanies Act"	the UK Companies Act 2006 (as amended);
"United Kingdom" or "UK"	the UK of Great Britain and Northern Ireland;
"United States" or "US"	the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia;
"£"	Great British Pounds Sterling; and
"$" or "US$"	United States Dollars.

 

GLOSSARY OF TECHNICAL TERMS

"decline rate"	the annualized rate at which oil and gas production volumes decline;
"remaining producing life"	the average time period of future production capability of the Company's portfolio of wells
"barrels" or "bbl"	a unit of volume measurement used for petroleum and its products (for a typical crude oil 7.3 barrels (equal to 42 US gallons) = 1 tonne: 6.29 barrels = 1 cubic metre;
"Bcf"	billion cubic feet;
"Bcfe"	billion cubic feet of natural gas equivalent;
"boe"	barrels of oil equivalent. One barrel of oil is approximately the energy equivalent of 5,800 cf of natural gas;
"boepd"	barrels of oil equivalent per day;
"btu"	British thermal unit, which is the heat required to raise the temperature of a one pound mass of water from 58.5 degrees Fahrenheit to 59.5 degrees Fahrenheit under specific conditions;
"CO2e"	carbon dioxide equivalent;
"gross wells"	the total wells in which a working interest is owned by all parties;
"Mcf"	thousand standard cubic feet of natural gas;
"Mcfe"	thousand cubic feet of natural gas equivalent;
"Mcfed"	thousand cubic feet of natural gas equivalent per day;
"Mbbl"	thousand barrels of oil;
"Mboepd"	Thousand barrels of oil equivalent per day;
"MMbbl"	millions of barrels of oil;
"MMboe"	millions of barrels of oil equivalent;
"MMbtu"	million btus;
"MMcf"	million standard cubic feet of natural gas;
"MMcfed"	million standard cubic feet of natural gas equivalent per day;
"naturalgas"	hydrocarbons that at a standard temperature of sixty degrees Fahrenheit (60ºF) and a standard pressure of one atmosphere are in a gaseous state, including wet mineral gas and dry mineral gas, casing head gas, residual gas remaining after separation treatment, processing, or extraction of liquid hydrocarbons;
"net production"	the sum of the production volumes from the net wells;
"net wells"	the sum of the fractional working interests owned by the Group in the gross wells;
"NGL"	natural gas liquids;
"NTM"	next twelve months
"oilequivalent"	international standard for comparing the thermal energy of different fuels;
"P&A"	the plug and abandonment process of a well for retirement at the end of its productive life cycle through pumping of cement into the well to cover and isolate the zones that produce, have produced, or contain hydrocarbons;
"PV" or "presentvalue"	the present value of a future sum of money or stream of cash flows given a specific rate of return e.g. PV 18 means the present value at a discount rate of eighteen per cent. (18 per cent.);
"PV10"	the present value of a future sum of money or stream of cash flows given a discount rate 10 per cent. PV10 is a customary valuation metric used in the valuation of future cash flows for oil and gas reserves;
"proveddevelopedproducingReserves" or "PDP"	proved developed reserves that are expected to be recovered from completion intervals currently open in existing wells and able to produce to market. Reserves that can be recovered through wells with existing equipment and operating methods;
"provedreserves"	the estimated quantities of crude oil, natural gas, and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions;
"provedundevelopedreserves" or "PUD"	proved reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion;
"recompletion"	the completion for production of an existing well bore in another formation from that in which the well has been previously completed;
"recoverable"	a description of hydrocarbon reserves that identifies them as technically or economically feasible to extract;
"reserves"	those quantities of petroleum anticipated to be commercially recoverable by application of development projects to known accumulations from a given date forward under defined conditions;
"reservoir"	a subsurface body of rock having sufficient porosity and permeability to store and transmit fluids. A reservoir is a critical component of a complete petroleum system;
"resources"	deposits of naturally occurring hydrocarbons which, if recoverable, include those volumes of hydrocarbons either yet to be found (prospective) or if found the development of which depends upon a number of factors (technical, legal and/or commercial) being resolved (contingent);
"undevelopedacreage"	lease acreage on which wells have not been participated in or completed to a point that would permit the production of commercial quantities of oil and gas regardless of whether such acreage contains proved reserves;
"workinginterest"	a cost bearing interest which gives the owner the right to drill, produce, and conduct oil and gas operations on the property, as well as a right to a share of production therefrom;
"West Texas Intermediate"	the underlying commodity of the Chicago Mercantile Exchange's oil futures contracts.

 

END

 

 

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