REG - Morgan StanleyEurope - LAUNCH OF ACCELERATED PLACING OF SHARES IN HARBOUR

BASF SEAnnouncement

26/03/2026 18:15

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RNS Number : 3362Y  Morgan Stanley Europe SE  26 March 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED
BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF
SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER WOULD BE UNLAWFUL.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

26 March 2026

Proposed Secondary Placing in Harbour Energy plc ("Harbour" or the "Company")

BASF Handels- und Exportgesellschaft mit beschränkter Haftung (the "Seller")
announces its intention to sell approximately 60 million ordinary shares in
Harbour (the "Placing Shares"). The Placing Shares will be offered through a
placing to eligible institutional investors by means of an accelerated
bookbuild (the "Placing"). Morgan Stanley Europe SE ("Morgan Stanley") is
acting as sole bookrunner in connection with the Placing.

 

The price per Placing Share will be determined through an accelerated
bookbuild process. The bookbuild process will commence with immediate effect
following this announcement and may close at any time on short notice. A
further announcement will be made following the completion of the bookbuild
and pricing of the Placing. The Company is not a party to the Placing and will
not receive any proceeds from the Placing.

 

Following completion of the Placing, the Seller's voting rights in Harbour is
expected to be approximately 37% of the Company's total voting rights. Any
ordinary shares in Harbour held by the Seller which are not sold in the
Placing will be subject to a lock-up of 90 days from closing of the Placing,
subject to certain exceptions, including (a) that the lock-up will only apply
for a period of 45 days for any sales executed pursuant to an existing
on-market trading plan that is independently managed by a broker on behalf of
the Seller*, and (b) an exception for any sale of ordinary shares to Letterone
Holdings S.A. or its affiliates ("Letterone") under the Business Combination
Agreement dated 21 December 2023 between (amongst others) the Seller,
Letterone and Harbour relating to Harbour's acquisition of substantially all
of Wintershall Dea's upstream assets.

*The on-market trading plan will be suspended for the lock-up period.

For further information, please contact:

 Morgan Stanley                          +44 (0) 20 7425 8000

 Martin Thorneycroft / Emma Whitehouse

 

IMPORTANT NOTICE

The publication or distribution or release of this announcement and the
Placing of the Placing Shares as set out in this announcement in certain
jurisdictions may be restricted by law. This announcement is for information
purposes only and shall not constitute or form part of an offer to buy, sell,
issue, acquire or subscribe for, or the solicitation of an offer to buy, sell,
issue, acquire or subscribe for any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful. No action has been taken 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 to inform themselves about, and to observe,
such restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such jurisdictions.

Members of the general public are not eligible to take part in the Placing.
This announcement and any offer of securities to which it relates are only
addressed to and directed at (1) in any member state of the European Economic
Area, persons who are "qualified investors" in such member state within the
meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) (the
"Prospectus Regulation") ("Qualified Investors"), and (2) in the United
Kingdom, persons who are "qualified investors" within the meaning of paragraph
15 of Schedule 1 of the Public Offers and Admissions to Trading Regulations
2024 ("POATR"), and (i) who have professional experience in matters relating
to investments 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"); (ii) who fall within Article
49(2)(a) to (d) of the Order; or (iii) to whom it may otherwise lawfully be
communicated (all such persons together being referred to as "relevant
persons").  The information regarding the Placing set out in this
announcement must not be acted on or relied on by persons in the European
Economic Area who are not Qualified Investors or by persons in the United
Kingdom who are not relevant persons. Any investment or investment activity to
which this announcement relates is available in the European Economic Area
only to Qualified Investors and in the United Kingdom only to relevant persons
and will be engaged in only with such persons.

In particular, this announcement does not constitute or form part of any offer
to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer
to buy, sell, issue, acquire, or subscribe for any securities in any
jurisdiction into which such offer or solicitation would be unlawful.

The Placing Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), and may not
be offered, sold or transferred, 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 the securities
laws of any state or other jurisdiction of the United States.

No offer and sale of Placing Shares is or will be made in Canada, except to
persons who are: (a) an "accredited investor" within the meaning of Section
1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") of the
Canadian Securities Administrators or subsection 73.3(1) of the Securities Act
(Ontario) (the "OSA"), as applicable, and is either purchasing the Placing
Shares as principal for its own account, or is deemed to be purchasing the
Placing Shares as principal for its own account in accordance with applicable
Canadian securities laws, for investment only and not with a view to resale or
redistribution; (b) such person was not created or used solely to purchase or
hold the Placing Shares as an accredited investor under NI 45-106; (c) a
"permitted client" within the meaning of National Instrument 31-103 -
Registration Requirements, Exemptions and Ongoing Registrant Obligations ("NI
31-103") of the Canadian Securities Administrators; and (d) entitled under
applicable Canadian securities laws to purchase the Placing Shares without the
benefit of a prospectus under such securities laws.

The offer and sale of securities referred to herein has not been and will not
be registered under the Securities Act or under the applicable securities laws
of Australia, Canada, Japan or South Africa. Subject to certain exceptions,
the Placing Shares referred to herein may not be offered or sold in Australia,
Japan or South Africa or to, or for the account or benefit of, any national,
resident or citizen of Australia, Japan or South Africa.

No public offering of the securities referred to herein is being made in the
United Kingdom, the United States, Australia, Canada, Japan, South Africa or
any other jurisdiction.

No prospectus or offering document has been or will be prepared in connection
with the Placing.  The publicly available information of the Company is not
the responsibility of, and has not been independently verified by, the Seller,
Morgan Stanley, or any of their respective affiliates (as such term is defined
under Rule 501(b) of Regulation D of the Securities Act) (each, an
"Affiliate"). The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No reliance may be
placed for any purpose whatsoever on the completeness, accuracy or fairness of
the information or opinions contained in this announcement. Nothing in this
announcement constitutes legal, financial, tax or other advice or takes into
account the particular investment objectives, financial situation, taxation
position or needs of any person.

In connection with the Placing, Morgan Stanley or any of its Affiliates may
take up a portion of the Placing Shares as a principal position and in that
capacity may retain, purchase, sell, offer to sell for their own accounts such
Placing Shares and other securities of the Company or related investments in
connection with the Placing or otherwise. Accordingly, references to the
shares being issued, offered, subscribed, acquired, placed or otherwise dealt
in should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, Morgan Stanley and any of its Affiliates
acting as investors for their own accounts. Morgan Stanley does 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.

Morgan Stanley is acting for the Seller in connection with the Placing and
no-one else and will not be responsible to anyone other than the Seller for
providing for providing advice in relation to the Placing or any other matter
referred to in this announcement.

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 Morgan Stanley or by any of its 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.

This announcement does not purport to identify or suggest the risks (direct or
indirect) which may be associated with an investment in the Company's
securities. The price of Placing 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.  Acquiring Placing Shares to which this announcement
relates may expose an investor to a significant risk of losing all of the
amount invested. Past performance is no guide to future performance and
persons needing advice should consult an independent financial advisor.

This announcement does not represent the announcement of a definitive
agreement to proceed with the Placing and, accordingly, there can be no
certainty that the Placing will proceed.  The Seller reserves the right not
to proceed with the Placing or to vary the terms of the Placing in any way.

Information to Distributors

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the ordinary shares in the Company
(the "Ordinary 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 paragraph 3   of the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution
through all permitted distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors should note that:
the price of Ordinary Shares may decline and investors could lose all or part
of their investment; the Ordinary Shares offer no guaranteed income and no
capital protection; and an investment in the Ordinary 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, Morgan Stanley 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
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; 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 Ordinary Shares. Each Distributor is responsible for undertaking its own
target market assessment in respect of the Ordinary Shares and determining
appropriate distribution channels.

 

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