REG - Diversified Energy - Proposed Offering of Ordinary Shares

Diversified EnergyAnnouncement

19/02/2025 12:30

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RNS Number : 6008X  Diversified Energy Company PLC  19 February 2025

February 19, 2025

 

 Diversified Energy Company PLC

("Diversified" or the "Company")

 

Diversified Energy Announces Proposed Offering of Ordinary Shares

 

Diversified Energy Company PLC (LSE: DEC; NYSE: DEC) ("Diversified" or the
"Company"), an independent energy company focused on natural gas and liquids
production, transportation, marketing and well retirement, today announces the
launch of an underwritten public offering (the "Offering") in the United
States of up to 8,500,000 ordinary shares (the "Shares").

 

Citigroup and Mizuho are acting as joint book-running managers and
underwriters for the proposed Offering.

 

In addition, Diversified intends to grant the underwriters an option to
purchase up to an additional 850,000 ordinary shares at the public offering
price, less underwriting discount. The Offering is subject to market
conditions and other factors, and there can be no assurance as to whether or
when the Offering may be completed, or as to the actual size or terms of the
Offering.

 

The Company intends to use the net proceeds from the Offering to repay a
portion of the debt expected to be incurred by the Company in connection with
the proposed acquisition of Maverick Natural Resources, LLC, as announced on
January 27, 2025 (the "Acquisition"). In the event that the Acquisition does
not close, the Company intends to use the net proceeds from the Offering to
repay debt and for general corporate purposes. The consummation of the
Offering is not conditioned upon the completion of the Acquisition, and the
completion of the Acquisition is not conditioned upon the consummation of the
Offering.

 

A shelf registration statement relating to these securities was filed with the
U.S. Securities and Exchange Commission (the "SEC") on February 11, 2025 and
became effective upon filing. Copies of the registration statement can be
accessed through the SEC's website free of charge at www.sec.gov. The Offering
will be made only by means of a prospectus supplement and an accompanying
prospectus in the United States. A preliminary prospectus supplement and the
accompanying prospectus related to the Offering will be filed with the SEC and
will be available free of charge by visiting EDGAR on the SEC's website at
www.sec.gov. Copies of the preliminary prospectus supplement and the
accompanying prospectus can also be obtained, when available, free of charge
from either of the joint book-running managers for the Offering: Citigroup,
c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY
11717 (Tel: 800-831-9146); or Mizuho Securities USA LLC, Attention: Equity
Capital Markets Desk, at 1271 Avenue of the Americas, New York, NY 10020, or
by email at US-ECM@mizuhogroup.com.

 

This announcement does not constitute an offer to sell or the solicitation of
an offer to buy our ordinary shares nor shall there be any sale of securities,
and shall not constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of that jurisdiction.

 

 

CONTACTS

 

 Diversified Energy Company PLC                                             +1 973 856 2757
 Doug Kris                                                                 dkris@dgoc.com
 Senior Vice President, Investor Relations & Corporate Communications

 FTI Consulting                                                            dec@fticonsulting.com
 U.S. & UK Financial Media Relations

 

About Diversified

 

Diversified is a leading publicly traded energy company focused on natural gas
and liquids production, transport, marketing, and well retirement. Through our
unique differentiated strategy, we acquire existing, long-life assets and
invest in them to improve environmental and operational performance until
retiring those assets in a safe and environmentally secure manner. Recognized
by ratings agencies and organizations for our sustainability leadership, this
solutions-oriented, stewardship approach makes Diversified the Right Company
at the Right Time to responsibly produce energy, deliver reliable free cash
flow, and generate shareholder value.

 

Forward-Looking Statements

 

This press release includes forward-looking statements. Forward-looking
statements are sometimes identified by the use of forward-looking terminology
such as "believe", "expects", "targets", "may", "will", "could", "should",
"shall", "risk", "intends", "estimates", "aims", "plans", "predicts",
"continues", "assumes", "projects", "positioned" or "anticipates" or the
negative thereof, other variations thereon or comparable terminology. These
forward-looking statements include all matters that are not historical facts.
They appear in a number of places throughout this announcement and include
statements regarding the intentions, beliefs or current expectations of
management or the Company concerning, among other things, expectations
regarding the proposed Offering of securities and the Acquisition. These
forward-looking statements involve known and unknown risks and uncertainties,
many of which are beyond the Company's control and all of which are based on
management's current beliefs and expectations about future events, including
market conditions, failure of customary closing conditions and the risk
factors and other matters set forth in the Company's filings with the SEC and
other important factors that could cause actual results to differ materially
from those projected.

 

Important Notice to UK and EU Investors

 

This announcement contains inside information for the purposes of Regulation
(EU) No. 596/2014 on market abuse and the UK Version of Regulation (EU) No.
596/2014 on market abuse, as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 (together, "MAR"). In addition, market
soundings (as defined in MAR) were taken in respect of the matters contained
in this announcement, with the result that certain persons became aware of
such inside information as permitted by MAR. Upon the publication of this
announcement, the inside information is now considered to be in the public
domain and such persons shall therefore cease to be in possession of inside
information in relation to the Company and its securities.

 

Members of the public are not eligible to take part in the Offering. This
announcement is directed at and is only being distributed to persons: (a) if
in member states of the European Economic Area, "qualified investors" within
the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus
Regulation") ("Qualified Investors"); or (b) if in the United Kingdom,
"qualified investors" within the meaning of Article 2(e) of the UK version of
Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018, who are (i) persons 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"), or (ii) persons who fall within Article 49(2)(a) to (d) of the
Order; or (c) persons to whom they may otherwise lawfully be communicated
(each such person above, a "Relevant Person"). No other person should act or
rely on this announcement and persons distributing this announcement must
satisfy themselves that it is lawful to do so. This announcement must not be
acted on or relied on by persons who are not Relevant Persons, if in the
United Kingdom, or Qualified Investors, if in a member state of the EEA. Any
investment or investment activity to which this announcement or the Offering
relates is available only to Relevant Persons, if in the United Kingdom, and
Qualified Investors, if in a member state of the EEA, and will be engaged in
only with Relevant Persons, if in the United Kingdom, and Qualified Investors,
if in a member state of the EEA.

 

No offering document or prospectus will be available in any jurisdiction in
connection with the matters contained or referred to in this announcement in
the United Kingdom and no such offering document or prospectus is required (in
accordance with the Prospectus Regulation or UK Prospectus Regulation) to be
published. The Company will publish a prospectus in connection with Admission
as required under the UK Prospectus Regulation in due course.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this announcement.

 

The Company has consulted with a number of existing shareholders and other
investors ahead of the release of this announcement, including regarding the
rationale for the offering. Consistent with each of its prior offerings, the
Company will respect the principles of pre-emption, so far as is possible,
through the allocation process, in the Offering.

 

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