Launch of $2.5bn Senior Notes Offering

RNS Number : 5989Q

Energean PLC

01 March 2021

 

THIS ANNOUNCEMENT IS NOT BEING MADE IN, AND COPIES OF IT MAY NOT BE DISTRIBUTED OR SENT, DIRECTLY OR INDIRECTLY, INTO THE UNITED STATES (EXCEPT THAT IT MAY BE SENT IN THE UNITED STATES DIRECTLY TO QUALIFIED INSTITUTIONAL BUYERS, AS DEFINED IN RULE 144A UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, THAT ARE QUALIFIED PURCHASERS (AS DEFINED IN SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED)), CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

Energean PLC announces the launch of an offering of US$2,500,000,000 senior secured notes by its subsidiary, Energean Israel Finance Ltd.

February 28, 2021

Energean PLC ("Energean")   (LSE: ENOG, TASE: א ) is pleased to announce that its subsidiary, Energean Israel Finance Ltd. intends to offer US$2.5 billion aggregate principal amount of four tranches of senior secured notes, which are expected to mature in 2024, 2026, 2028 and 2031 (the "Notes"). The net proceeds from the proposed offering of the Notes (the "Offering") are expected to be used:

· to repay outstanding indebtedness under Energean's and its subsidiaries' (collectively, the "Group") US$1.45 billion project finance facility and a US$700 million term loan;

· to replace the existing undrawn amounts available under those facilities;

· to fund certain reserve accounts; and

· for transaction expenses and the Group's general corporate purposes.

The Offering follows a thorough evaluation by the Group of the options available for the refinancing of the project finance facility and the term loan, as had previously been communicated to the market, and following positive feedback from its recent non-deal roadshow. The Group will announce the pricing of the Offering prior to its completion, if the Offering reaches the pricing stage.

The management of the Group intends to hold a global roadshow with institutional investors in connection with the Offering.

The Notes may not be offered or sold in the United States without registration or pursuant to an exemption therefrom. The Notes will be offered to (a) qualified institutional buyers in the United States pursuant to Rule 144A of the United States Securities Act 1933, as amended (the "Securities Act") that are qualified purchasers (as defined in section 2(a)(51) of the Investment Company Act of 1940, as amended (the "Investment Company Act")), or (b) outside the United States in reliance on Regulation S of the Securities Act.

If issued, the Notes are expected to be listed for trading on the TACT Institutional of the Tel Aviv Stock Exchange Ltd. (the "TASE"), subject to the approval of the TASE.

The Notes will be offered subject to prevailing market and other conditions. There is no assurance that the Offering will be completed or, if completed, as to the terms on which it is completed. Nothing in this announcement will serve to create any type of commitment whatsoever on the part of the Group to carry out the Offering, and does not constitute a public offering, a tender or other offer of any kind, or solicitation to purchase securities of Energean.

Enquiries

Investors and Analysts Kate Sloan, Head of IR and ECM Media                  Tel: [phone]   Sotiris Chiotakis, Media Relations   Tel: [phone]

Forward Looking Statements

This announcement may contain forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts included in this release including, without limitation, statements regarding the Group's future financial position, risks and uncertainties related to its business, strategy, capital expenditures, projected costs and the Group's plans and objectives for future operations, may be deemed to be forward-looking statements. Words such as "believe," "expect," "anticipate," "may," "assume," "plan," "intend," "will," "should," "estimate," "risk," and similar expressions or the negatives of these expressions are intended to identify forward-looking statements. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. You should not place undue reliance on these forward-looking statements. The Group does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Disclaimer

Not for distribution, directly or indirectly, in or into the United States (except that it may be sent in the United States directly to Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act that are Qualified Purchasers (as defined in section 2(a)(51) of the Investment Company Act)), Canada, Japan or any other jurisdiction where to do so would be unlawful.

This announcement does not constitute or form part of, and should not be construed as, any offer, invitation or recommendation to purchase, sell or subscribe for, underwrite or otherwise acquire, any securities of the Group or a successor entity or any existing or future subsidiary or affiliate of the Group or any other securities, nor should it or any part of it form the basis of, or be relied on in connection with, any decision to purchase or subscribe for any securities of the Group or any of such subsidiaries or affiliates, nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever.

The securities to which this announcement relates have not and will not be registered under the Securities Act or the securities laws, or with any securities regulatory authority, of any state of the United States or other jurisdiction of the United States, and the securities may not be offered or sold within the United States, or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state or local securities laws. There will be no public offer of securities in the United States. Energean Israel Finance Ltd., a subsidiary of Energean, is not and will not be registered as an investment company under the Investment Company Act, in reliance on the exemption set forth in Section 3(c)(7) of the Investment Company Act and the rules thereunder, and therefore, investors will not have the benefits afforded to investors in companies registered under the Investment Company Act.

In member states of the European Economic Area and in the United Kingdom, this announcement (and any offer of the securities referred to herein if made subsequently) is only addressed to and directed at persons who are "qualified investors" within the meaning of Prospectus Regulation (EU) 2017/1129 (including as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018), in each case provided that they are also additionally a TACT EU Qualified Investor as defined in Annex II to MiFID II, who are authorized or regulated by a member state of the EEA or the UK, as applicable.

In the United Kingdom, this announcement is directed only at persons who are qualified investors who are (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iii) persons to whom it would otherwise be lawful to distribute it (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment activity to which this announcement relates will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

The Notes are being offered in Israel on the basis of a private placement in reliance on an exemption pursuant to Sections 15a(b)(1) and 15a(b)(2) of the Israeli Securities Law.  The Notes have not been, and will not be, offered to the public in Israel within the meaning of the Israeli Securities Law and no prospectus will be filed in Israel in connection with the Offering.

The provision of the information herein may be restricted by laws and regulations in some jurisdictions. Persons into whose possession the information herein comes must inform themselves about and observe these restrictions.

This announcement and the information contained herein are for information purposes only. Under no circumstances shall the information herein constitute a prospectus or an offer to sell, or a solicitation of an offer to buy or subscribe for, any securities in the United States of America or in any other jurisdiction.

This announcement contains information that prior to its disclosure may have constituted inside information under Article 7 of Regulation (EU) No 596/2014.

A RATING IS NOT A RECOMMENDATION TO BUY, SELL OR HOLD SECURITIES AND MAY BE SUBJECT TO REVISION, SUSPENSION OR WITHDRAWAL AT ANY TIME BY THE ASSIGNING RATING ORGANISATION. SIMILAR RATINGS FOR DIFFERENT TYPES OF ISSUERS AND ON DIFFERENT TYPES OF SECURITIES DO NOT NECESSARILY MEAN THE SAME THING. THE SIGNIFICANCE OF EACH RATING SHOULD BE ANALYSED INDEPENDENTLY FROM ANY OTHER RATING.

 

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