Result of Placing and Secondary Sale

RNS Number : 2972U

Diversified Gas & Oil PLC

28 March 2019

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA,  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 AN ADMISSION DOCUMENT AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY ORDINARY SHARES IN THE CAPITAL OF THE COMPANY, NOR SHALL IT (OR ANY PART OF IT), OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH OR ACT AS ANY INDUCEMENT TO ENTER INTO, ANY CONTRACT OR COMMITMENT WHATSOEVER.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO.596/2014. ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

28 March 2019

Diversified Gas & Oil PLC

("DGO" or the "Company")

Result of Placing and Secondary Sale

Diversified Gas & Oil PLC (AIM: DGOC), a US based owner and operator of natural gas, natural gas liquids and oil wells as well as midstream assets, announced on 27 March 2019 the details of a proposed Placing.

The Company is pleased to confirm that, further to the update announcement made earlier today, the Bookbuild has been completed and the Company has conditionally raised gross proceeds of $234 million through the Placing ($225 million net of expenses). Pursuant to the Placing, Placees have agreed to subscribe for a total of 151,515,151 Placing Shares at a Placing Price of 117 pence per Placing Share.

The net proceeds of the Placing, together with a drawdown from the Company's Existing KeyBank Facility, are intended to be applied towards the Company's acquisition of HG Energy II Appalachia, LLC for a total cash consideration of approximately $400 million.

As a result of demand in excess of the amount required to fund the Acquisition and associated costs, Trive Capital (Trive Capital Fund I, TCFII Core SPV LP and certain related parties of those entities (including management) (the "Sellers"), have disposed of all of their stake comprising 12,500,000 Ordinary Shares (the "Secondary Sale Shares") pursuant to the Placing (the "Secondary Sale"). The Company will not receive any proceeds from the Secondary Sale.

The Placing is conditional upon: (i) the Resolutions being passed by DGO shareholders at the General Meeting; and (ii) the Placing Agreement otherwise becoming unconditional in all respects and not having been terminated in accordance with its terms. The Placing and the Acquisition are not inter conditional. Furthermore, the Secondary Sale is not conditional on either the Placing or the Acquisition.

Mirabaud Securities Limited and Stifel Nicolaus Europe Limited (the "Joint Bookrunners") are acting as joint bookrunners for the Placing and Cenkos Securities plc is acting as Nominated Adviser to the Company in connection with the Placing.

General Meeting

 

The issue of the Placing Shares is conditional upon, inter alia, the approval by Shareholders of the Resolutions to be proposed at the General Meeting. A notice convening the General Meeting to be held at Buchanan Communications Ltd, 107 Cheapside, London, EC2V 6DN at 12.30 p.m. on 17 April 2019 will be set out in the Circular, containing certain Resolutions which will be proposed to enable the issue of the Placing Shares. The Circular is expected to be published shortly.

Recommendation and Voting Intentions

 

The Directors consider that the issue of the Placing Shares is in the best interests of Shareholders as a whole and unanimously recommend that Shareholders vote in favour of the Resolutions, as the Directors intend to do in respect of their own beneficial holdings of 44,982,981 Ordinary Shares, representing approximately 8.3 per cent. of the Existing Ordinary Shares. If the Resolutions are not passed, the Company will be unable to issue the Placing Shares. Neither the Acquisition nor the Secondary Sale is not conditional on the passing of the Resolutions.

Application will be made for the Placing Shares to be admitted to trading on AIM, subject to the passing of the Resolutions at the General Meeting. It is expected that Admission will become effective and that dealings in the Placing Shares will commence on AIM on 18 April 2019.

Capitalised terms not otherwise defined in the text of this announcement have the meanings given in the Company's announcement dated 27 March 2019.

Diversified Gas & Oil PLC Rusty Hutson Jr., Chief Executive Officer Brad Gray, Chief Operating Officer and Finance Director Eric Williams, Chief Financial Officer www.dgoc.com	+ 1 [phone]
Cenkos Securities plc (Nominated Adviser) Russell Cook Katy Birkin Ben Jeynes	[phone]
Mirabaud Securities Limited (Joint Broker) Peter Krens Edward Haig-Thomas	[phone]
Stifel Nicolaus Europe Limited (Joint Broker) Callum Stewart Nicholas Rhodes Ashton Clanfield	[phone]
Stifel Nicolaus & Company, Incorporated (US Financial Adviser) Sameer Parasnis Chris Gibson	[phone]
Buchanan (Financial Public Relations) Ben Romney Chris Judd James Husband [e-mail]	[phone]

IIMPORTANT INFORMATION

This Announcement contains 'forward-looking statements' concerning the Company that are subject to risks and uncertainties. Generally, the words 'will', 'may', 'should', 'continue', 'believes', 'targets', 'plans', 'expects', 'aims', 'intends', 'anticipates' or similar expressions or negatives thereof identify forward-looking statements.  Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Company's operations; and (iii) the effects of government regulation on the Company's business.

These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the 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 (i) price fluctuations in crude oil and natural gas; (ii) changes in demand for the Company's respective products; (iii) currency fluctuations; (iv) drilling and production results; (v) reserves estimates; (vi) loss of market share and industry competition; (vii) environmental and physical risks; (viii) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (ix) legislative, fiscal and regulatory developments including regulatory measures addressing climate change; (x) economic and financial market conditions in various countries and regions; (xi) political risks, including the risks of renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement of shared costs; and (xii) changes in trading conditions.  The Company cannot give any assurance that such forward-looking statements will prove to have been correct.  The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document.  The Company does not undertake any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons who require advice should consult an independent financial adviser.

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. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, except pursuant to an exemption from registration. No public offering of securities is being made in the United States.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Joint Bookrunners that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, any such restrictions.

Cenkos Securities, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company in relation to the Placing and is not acting for any other persons in relation to the Placing. Cenkos Securities is acting exclusively for the Company and for no one else in relation to the matters described in this Announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cenkos Securities, or for providing advice in relation to the contents of this Announcement or any matter referred to in it.

Mirabaud, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as Joint Bookrunner to the Company in relation to the Placing and is not acting for any other persons in relation to the Placing. Mirabaud is acting exclusively for the Company and for no one else in relation to the matters described in this Announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Mirabaud, or for providing advice in relation to the contents of this Announcement or any matter referred to in it.

Stifel, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as Joint Bookrunner to the Company in relation to the Placing and is not acting for any other persons in relation to the Placing. Stifel is acting exclusively for the Company and for no one else in relation to the matters described in this Announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Stifel, or for providing advice in relation to the contents of this Announcement or any matter referred to in it.

This Announcement has been 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 either Cenkos Securities, Mirabaud or Stifel or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

 

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