REG - Energean PLC - Pricing of €400m Senior Secured Notes

EnergeanAnnouncement

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RNS Number : 4103F  Energean PLC  30 October 2025

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 OR
SINGAPORE OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

Energean plc announces the pricing of its offering of €400.0 million
senior secured notes due 2031

London, October 30, 2025

Energean plc ("Energean") (LSE: ENOG, TASE: א) is pleased to announce that
it has priced the offering (the "Offering") of €400,000,000 aggregate
principal amount of senior secured notes due 2031 (the "Notes"), with a fixed
annual interest rate of 5.625% (the "Notes").

The interest on the Notes will be paid semi-annually in arrears, on May 15
and November 15 of each year, beginning on May 15, 2026.

The proceeds from the Offering are expected to be used to redeem all of
Energean's outstanding 6.50% senior notes due 2027, to fund cash on balance
sheet and to pay related fees and expenses.

The issuance of the Notes is expected to be completed on November 10, 2025,
subject to customary closing conditions.

The Notes are expected to be admitted to the Official List of Euronext Dublin
and trading on the Global Exchange Market thereof, subject to the approval of
Euronext Dublin.

Enquiries

Kyrah McKenzie, Investor Relations Manager
Tel: +44 (0) 7921 210 862

E-mail: ir@energean.com

Eliana Fishler, Group Head of Communications & Public Affairs

Tel: +972 (0) 54 434 2040

E-mail: efishler@energean.com

 

Important Information

The Notes have not been and will not be registered under the Securities Act of
1933, as amended (the "Securities Act") or any state securities laws and may
not be offered or sold in the United States or for the account or benefit of
any US person or in any way distributed in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and applicable state securities laws. The Notes will be
offered only to qualified institutional buyers in the United States in
accordance with Rule 144A under the Securities Act and to non-US persons
outside the United States in reliance on Regulation S under the Securities
Act.

This announcement does not constitute an offer to sell or a solicitation of an
offer to buy the Notes and shall not constitute an offer, solicitation or sale
of any securities in any jurisdiction where the offering would not be
permitted.

Forward-Looking Information is Subject to Risk and Uncertainty

This announcement may include certain "forward-looking" statements.
Forward-looking statements include all statements that are not historical
facts and can be identified by the use of forward-looking terminology such as
the words "believes," "expects," "may," "will," "would," "should," "seeks,"
"pro forma," "anticipates," "intends," "plans," "estimates," or the negative
of any thereof or other variations thereof or comparable terminology, or by
discussions of strategy or intentions. These statements are not guarantees of
future actions or performance and involve risks, uncertainties and assumptions
as to future events that may not prove to be accurate. Actual actions or
results may differ materially from what is expressed or forecasted in these
forward-looking statements. As a result, these statements speak only as of the
date they were made and the Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Many important factors could cause
the Company's results to differ materially from those expressed in these
forward-looking statements. These factors include, but are not limited to,
general market conditions, national or global events affecting the capital
markets, unforeseen developments in the Company's business or industry or
changes in law or regulations.

Cautionary Statement

This announcement is not being made in and copies of it may not be distributed
or sent into any jurisdiction in which the publication, distribution or
release would be unlawful.

This document is not an offer of securities for sale in the United States. The
Notes may not be sold in the United States absent registration or an exemption
from registration under the Securities Act. The Company does not intend to
register the Notes and any related guarantees in the United States or to
conduct a public offering of the Notes and such guarantees in the United
States.

This announcement has been prepared on the basis that any offer of the Notes
in any Member State of the European Economic Area ("EEA") (each, a "Relevant
Member State") will be made  pursuant to an exemption under Regulation (EU)
2017/1129 (the "Prospectus Regulation") from the requirement to publish a
prospectus for offers of the Notes. Accordingly, any person making or
intending to make any offer in that Relevant Member State of the Notes which
are the subject of the offering contemplated in this document may only do so
in circumstances in which no obligation arises for Energean plc (the "Issuer")
or any of the initial purchasers of such securities to publish a prospectus
pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus
pursuant to Article 16 of the Prospectus Regulation, in each case, in relation
to such offer. Neither the Issuer nor the initial purchasers of such
securities have authorized, nor do they authorize, the making of any offer of
securities in circumstances in which an obligation arises for the Issuer or
any initial purchasers of such securities to publish or supplement a
prospectus for such offer.

Promotion of the Notes in the United Kingdom is restricted by the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Financial Promotion Order"), and accordingly, the Notes are not being
promoted to the general public in the United Kingdom. This communication is
being distributed only to, and is directed at persons who (i) have
professional experience in matters relating to investments falling within
Article 19(5) of 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 section 21 of the
Financial Services and Markets Act 2000 in connection with the issue and sale
of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant
persons")). This announcement is 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 (High net worth retail investors, ECPs and Professional Clients
only): Manufacturer target market (MiFID II product governance) is high net
worth retail investors, professional investors and eligible counterparties
target market (all distribution channels). No PRIIPs key information document
(KID) has been prepared as the securities are not available to any retail
investor in the EEA (other than in line with the target market).

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 the Company's website nor any website accessible by
hyperlinks on the Company'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. This announcement is an
advertisement and is not a prospectus for the purposes of the Prospectus
Regulation or the UK Prospectus Regulation.

Statements of intent in this press release shall not constitute a notice of
redemption under the indenture governing the Issuer's  6.50% senior notes due
2027. Any such notice, if made, will only be made in accordance with the
provisions of the relevant indenture

 

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