Publication of a Supplementary Prospectus

RNS Number : 4870H

Energean PLC

03 December 2020

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW. PLEASE SEE THE PARAGRAPH HEADED IMPORTANT NOTICE IN THIS ANNOUNCEMENT.

This announcement is an advertisement AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT make any investment decision in relation to energean plc EXCEPT ON THE BASIS OF THE INFORMATION IN THE PROSPECTUS PUBLISHED BY Energean plc ON 29 jUNE 2020 AS SUPPLEMENTED BY THE SUPPLEMENTARY PROSPECTUS TO BE PUBLISHED BY Energean plc TODAY, IN EACH CASE IN CONNECTION WITH THE RE-ADMISSION OF ITS ORDINARY SHARES TO THE PREMIUM SEGMENT OF THE OFFICIAL LIST OF THE UK LISTING AUTHORITY AND TO TRADING ON THE MAIN MARKET FOR LISTED SECURITIES OF LONDON STOCK EXCHANGE PLC (together, "RE-Admissison"). COPIES OF THE PROSPECTUS ARE, AND COPIES OF THE SUPPLEMENTARY PROSPECTUS WILL, following publication, BE, AVAILABLE ON THE COMPANY'S WEBSITE www.energean.com/investors and upon request sent to [e-mail] tHIS ANNOUNCEMENT IS NOT a prospectus and not an offer of securities for sale to U.S. persons or in any jurisdiction, including in or into the United States, Canada, Australia or Japan.

Energean plc

("Energean" or the "Company")

PUBLICATION OF A SUPPLEMENTARY PROSPECTUS

London, 3 December 2020  - Energean plc (LSE: ENOG, TASE: א) announces that the Financial Conduct Authority (the "FCA") has today approved, and Energean has published, a supplementary prospectus (the "Supplementary Prospectus") in relation to the prospectus issued by the Company on 29 June 2020 in connection with the proposed acquisition of Edison Exploration and Production S.p.A. from Edison S.p.A as announced on 4 July 2019 (the "Prospectus"). The Supplementary Prospectus is supplemental to, and should be read in conjunction with, the Prospectus.  

The publication of the Supplementary Prospectus is a regulatory requirement under the Prospectus Regulation Rules and Listing Rules, in respect of the following supplementary information:

On 10 November 2020, pursuant to a pre-existing requirement in the Company's agreements with its lenders, the Company announced the completion of an independent competent person's report by Degolyer and MacNaughton relating to Karish Main, Karish North and Tanin fields, offshore Israel. 

Edison E&P has prepared audited financial statements for the six month period ended 30 June 2020 (the "Edison E&P 2020 Interim Results"). The Edison E&P 2020 Interim Results have been prepared in connection with Re-admission upon closing of the Acquisition in accordance with Listing Rule 5.6.21R and for the purposes of satisfying the requirements of Listing Rule 6.2.1R(3)(b) in respect of the publication of certain historical financial information on the Edison E&P Group.  

Capitalised terms not defined in this announcement shall have the meaning given to them in the Supplementary Prospectus.  A copy of the Supplementary Prospectus is available free of charge on the Company's website at www.energean.com/investors   and upon request sent to [e-mail] . In addition, a copy of the Supplementary Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

Enquiries

Energean Investors and analysts
Kate Sloan, Head of IR & ECM Media			Tel: [phone]
Sotiris Chiotakis		Tel: + 30 6932663877
Corporate communications and media relations
Morgan Stanley (Sole Sponsor, Financial Adviser and Joint Corporate Broker)   Tel: [phone]
Andrew Foster Michael O'Dwyer Mutlu Guner

About Energean

Energean is a London Premium Listed FTSE 250 and Tel Aviv 35 Listed gas-focused E&P company with operations offshore Israel, Greece and the Adriatic. In August 2017 the Company received Israeli Governmental approval for the FDP for its flagship Karish-Tanin gas development project, where it intends to use the only FPSO in the Eastern Mediterranean to produce first gas in 2021. Energean has already signed firm contracts for 7.0 Bcm/yr of gas sales into the Israeli domestic market. Future gas sales agreements will focus on both the growing Israeli domestic market and key export markets.

Energean has nine exploration licences offshore Israel, and a 25-year exploitation licence for the Katakolo offshore block in Western Greece and additional exploration potential in its other licences in Western Greece and Montenegro.

On 4 July 2019, Energean announced the conditional acquisition of Edison E&P for $750 million plus $100 million of contingent consideration. On 23 December 2019, Energean announced the exclusion of the Algerian assets from the transaction. On 29 June 2020, Energean announced the exclusion of the Norwegian subsidiary from the transaction and a revised enterprise value (as at the locked-box date of the transaction, 1 January 2019) of $284 million. The acquisition of Edison E&P, exclusive of the Algerian assets and Norwegian subsidiary, is expected to complete later in 2020.

www.energean.com

 

IMPORTANT NOTICES

This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness.

This announcement is not a prospectus and has been prepared solely in connection with the Acquisition and Energean's application for Re-admission (as defined in the Prospectus). This announcement does not constitute an offer to sell, or a solicitation of an offer to buy or otherwise acquire securities in any jurisdiction. Neither this announcement nor anything contained in it shall form the basis of, or be relied upon in conjunction with, any offer or commitment whatsoever in any jurisdiction. The Prospectus and the Supplementary Prospectus give further details of Energean's application for Re-admission.

A copy of the Supplementary Prospectus will be available on the Company's website, https://www.energean.com/investors/investors/. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

This announcement has been prepared for the purpose of complying with the applicable laws and regulations of the United Kingdom and 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 jurisdictions outside the United Kingdom.

The distribution of this announcement in certain jurisdictions may be restricted by law and persons into whose possession this announcement or other information referred to herein comes should inform themselves about, and observe, any such restrictions. No action has been taken by the Company that would permit an offering of its shares or possession or distribution of this announcement or any other offering or publicity material relating to any such shares in any jurisdiction where action for that purpose is required.

This announcement does not constitute a recommendation concerning any investor's decision or options with respect to the Acquisition. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Energean and no-one else in connection with the Acquisition and Re-admission. Morgan Stanley will not regard any other person as its client in relation to the Acquisition and Re-admission and will not be responsible to any person other than Energean for providing the protections afforded to clients of Morgan Stanley or for the giving of advice in relation to the contents of this announcement or the Acquisition or Re-admission or any transaction, arrangement or other matter referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposed on Morgan Stanley by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Morgan Stanley nor any of its affiliates accepts any responsibility whatsoever for the contents of this announcement, including its accuracy, completeness and verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Shares (as defined in the Prospectus), the Acquisition or Re-Admission. Morgan Stanley and its affiliates accordingly disclaim, to the fullest extent permitted by applicable law, all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise be found to have in respect of this announcement or any such statement or otherwise. No representation or warranty, express or implied, is made by Morgan Stanley or any of its affiliates as to the accuracy, completeness, verification or sufficiency of the information set out in this announcement, and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future.

This announcement contains statements that are, or are deemed to be, forward-looking statements. In some instances, forward-looking statements can be identified by the use of terms such as "projects", "forecasts", "anticipates", "expects", "believes", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. Forward-looking statements are subject to a number of known and unknown risks and uncertainties that may cause actual results and events to differ materially from those expressed in or implied by such forward-looking statements, including, but not limited to: general economic and business conditions; competitive factors in the industries in which the Company operates; exchange rate fluctuations; legislative, fiscal and regulatory developments; political risks; terrorism, acts of war and pandemics; changes in law and legal interpretations;. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The information contained in this announcement is subject to change without notice.

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