Pricing of Senior Secured Notes

RNS Number : 0186S

Energean PLC

11 November 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), CANADA, JAPAN, THE UNITED KINGDOM, UNITED ARAB EMIRATES, RUSSIA, SINGAPORE OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

Energean PLC announces pricing of its offering of US$450,000,000 senior secured notes

London, 11 November 2021

Energean PLC ("Energean")   (LSE: ENOG, TASE: א ) is pleased to announce that it has priced the offering (the "Offering") of US$450 million aggregate principal amount of senior secured notes due 2027, with a fixed annual interest rate of 6 ½% (the "Notes").

The interest on the Notes will be paid semi-annually, on April 30 and October 30 of each year, beginning on April 30, 2022 .

The proceeds from the Offering are expected to be used:

· to repay all amounts outstanding under, and cancel all commitments made available pursuant to certain of its existing debt facilities, being the Egypt reserve based lending facility and the Greek reserve based lending facility plus subordinated debt;

· to pay fees and other expenses related to the Offering; and

· for general corporate purposes

The issuance of the Notes is expected to be completed on November 18, 2021.

The Notes are expected to be listed for trading on the Official List of The International Stock Exchange ("TISE"), subject to the approval of TISE.

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"), or (b) outside the United States in reliance on Regulation S of the Securities Act.

Enquiries

Kate Sloan, Head of IR, ECM and Communications

Tel: [phone]

Forward-looking statements

This press release may include forward-looking statements. These forward- looking statements can be identified by the use of forward-looking terminology, including the terms "believes", ‟estimates", ‟anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include statements regarding Energean's or its affiliates' intentions, beliefs or current expectations concerning, among other things, Energean's or its affiliates' results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which they operate. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking statements are not guarantees of future performance and that Energean or its affiliates' actual results of operations, financial condition and liquidity, and the development of the industries in which they operate may differ materially from those made in or suggested by the forward- looking statements contained in this press release. In addition, even if Energean's or its affiliates' results of operations, financial condition and liquidity, and the development of the industries in which they operate are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.

The forward-looking statements and information contained in this announcement are made as of the date hereof and Energean undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Cautionary statement

The Notes will be offered in reliance on an exemption from registration (i) under Rule 144A of the U.S. Securities Act to Qualified Institutional Buyers as an offer and sale of securities that does not involve a public offering and (ii) under Rule 903 or Rule 904 of Regulation S of the U.S. Securities Act in offshore transactions. There is no assurance that the Offering will be completed or, if completed, as to the terms on which it is completed.  The Notes to be offered have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or unless pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation").

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the "UK"). For these purposes, a "retail investor" means a person who is one (or more) of: (i) a "retail client" as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); (ii) a "customer" within the meaning of the provisions of the United Kingdom Financial Services Markets Act 2000 (as amended, "FSMA") and any rules or regulations made thereunder to implement Directive (EU) 2016/97, where that customer would not qualify as a "professional client" as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a "qualified investor" as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. The preliminary offering memorandum is not a prospectus for the purposes of the UK Prospectus Regulation.

This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Prospectus Regulation or otherwise.

The offer and sale of the Notes will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of securities.

In the United Kingdom, this announcement is directed only persons who (i) have professional experience in matters relating to investments and who qualify as investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of FSMA) in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons  

MiFID II professionals/ECPs-only/ No PRIIPs KID - Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail investors in EEA.

UK MIFIR professionals/ECPs-only/ No UK PRIIPS KID - Manufacturer target market (UK MIFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No UK PRIIPs key information document (KID) has been prepared as not available to retail investors in the United Kingdom.

Neither the content of Energean's website nor any website accessible by hyperlinks on Energean's website is incorporated in, or forms part of, this announcement. The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

 

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