REG - Diversified Energy - Pre-Stabilisation Notice

Diversified EnergyAnnouncement

20/02/2025 07:15

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RNS Number : 8434X  Diversified Energy Company PLC  20 February 2025

 

Neither this announcement, nor anything contained herein, shall form the basis
of, or be relied upon in connection with, any offer or commitment whatsoever
in any jurisdiction. Investors should not subscribe for or purchase any shares
referred to in this announcement.

 

 

February 20, 2025

 

Diversified Energy Company PLC

("Diversified" or the "Company")

Pre-Stabilisation Notice

 

 

Citigroup Global Markets Inc (Contact: Gabriel Xia +1 212-723-3224) hereby
gives notice that the Stabilising Manager named below and its affiliates may
stabilise the offer of the following securities in accordance with Commission
Delegated Regulation EU/2016/1052 under the Market Abuse Regulation
(EU/596/2014), including as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018) and the rules of the Financial Conduct
Authority.

 

 The securities:
 Issuer:                                                                    Diversified Energy Company PLC (the "Company")
 Securities:                                                                Ordinary Shares with a par value of £0.20 each
 ISIN:                                                                      GB00BQHP5P93
 Offering size:                                                             8,500,000 Ordinary Shares (excluding the over-allotment option)
 Description:                                                               An underwritten public offering in the United States of up to 8,500,000
                                                                            ordinary shares
 Offer price:                                                                US$14.50
 Stabilisation:
 Stabilising manager:                                                       Citigroup Global Markets Inc, 388 Greenwich Street, New York, New York 10013,
                                                                            United States of America
 Stabilisation period expected to start on:                                 20 February 2025
 Stabilisation period expected to end no later than:                        22 March 2025 (close of business), being the date which is 30 calendar days
                                                                            from the beginning of the stabilisation period
 Existence, maximum size and conditions of use of over-allotment facility:  The Stabilising Manager may over-allot the securities to the extent permitted
                                                                            in accordance with applicable law, up to the maximum size of 850,000 Ordinary
                                                                            Shares (representing a maximum of 10% of the total number of Ordinary Shares
                                                                            comprised in the offer).
 Stabilisation trading venue:                                               All Stabilisation activity will occur in the United States
 Over-allotment Option:
 Terms:                                                                     In connection with the offer, the Stabilising Manager or any of its agents may
                                                                            (but will be under no obligation to), to the extent permitted by applicable
                                                                            law, over-allot Ordinary Shares or effect other stabilisation transactions
                                                                            with a view to supporting the market price of the Ordinary Shares at a higher
                                                                            level than that which might otherwise prevail in the open market. The
                                                                            Stabilising Manager is not required to enter into such transactions and such
                                                                            transactions may be effected on any securities market, over-the-counter
                                                                            market, stock exchange or otherwise and may be undertaken at any time during
                                                                            the period commencing on the date of adequate public disclosure of the final
                                                                            price of the securities and ends no later than 30 calendar days after the date
                                                                            of allotment. However, there will be no obligation on the Stabilising Manager
                                                                            or any of its agents to effect stabilising transactions and there is no
                                                                            assurance that stabilising transactions will be undertaken. Such
                                                                            stabilisation, if commenced, may be discontinued at any time without prior
                                                                            notice. Except as required by law or regulation, neither the Stabilising
                                                                            Manager nor any of its agents intends to disclose the extent of any
                                                                            over-allotments made and/or stabilisation transactions conducted in relation
                                                                            to the offer.

                                                                            For the purposes of allowing the Stabilising Manager to cover short positions
                                                                            resulting from any over-allotments and/or from sales of Ordinary Shares
                                                                            effected by it during the stabilising period, the Company has granted the
                                                                            Stabilising Manager an option (the "Over-allotment Option"), pursuant to which
                                                                            the Stabilising Manager may subscribe or procure subscribers for up to 850,000
                                                                            additional Ordinary Shares (representing a maximum of 10% of the total number
                                                                            of Ordinary Shares comprised in the offer (the "Over-allotment Shares") at the
                                                                            offer price. The Over-allotment Option is exercisable in whole or in part upon
                                                                            notice by the Stabilising Manager, at any time during the stabilisation
                                                                            period.
 Duration:                                                                  The Over-allotment Option may be exercised in full or in part at any time
                                                                            during the stabilisation period.

 

Important Notice to UK and EU Investors

 

This announcement is for information purposes only and does not constitute an
invitation or offer to underwrite, subscribe for or otherwise acquire or
dispose of any securities of the Company in any jurisdiction in which such an
offer or solicitation is unlawful. No reliance may be placed by any person for
any purpose on the information contained in this announcement or its accuracy,
fairness or completeness.

 

This announcement is addressed to and directed at persons who: (A) if in
Member States of the European Economic Area ("Member States"), are "qualified
investors" within the meaning of Article 2(e) of the Prospectus Regulation
(EU) 2017/1129 (as amended) ("Qualified Investors"); and (B) if in the United
Kingdom, are "qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 (as amended) as it forms part of retained EU law by
virtue of the European Union (Withdrawal) Act 2018 who are: (i) persons who
have professional experience in matters relating to investments falling 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"); or (ii) high net worth bodies corporate, unincorporated
associations and partnerships or the trustees of high value trusts falling
within Article 49(2)(a) to (d) of the Order; or (C) are other persons to whom
it may otherwise lawfully be communicated (all such persons referred to in (B)
and (C) together being "Relevant Persons"). This announcement must not be
acted or relied on: (i) in the United Kingdom, by persons who are not
Relevant Persons; and (ii) in any Member State by persons who are not
Qualified Investors. Any investment activity to which this announcement
relates: (i) in the United Kingdom is available only to, and may be engaged
only with, Relevant Persons; and (ii) in any Member State is available only
to, and may be engaged only with, Qualified Investors.

 

 

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.   END  STASELSDSEISEIE