REG - Energean PLC - Pricing of US$750m Senior Secured Notes

EnergeanAnnouncement

28/06/2023 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230628:nRSb1191Ea&default-theme=true

RNS Number : 1191E  Energean PLC  28 June 2023

 

 

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, THAT ARE QUALIFIED PURCHASERS (AS DEFINED IN SECTION
2(a)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED)), CANADA, JAPAN OR
ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

 

Energean PLC announces pricing of an offering of US$750,000,000 senior secured
notes by its subsidiary, Energean Israel Finance Ltd.

 

June 28, 2023

 

Energean PLC ("Energean") (LSE: ENOG, TASE: אנאג) is pleased to announce
that its subsidiary, Energean Israel Finance Ltd. (the "Issuer") has priced
the offering (the "Offering") of US$750 million aggregate principal amount of
senior secured notes due 2033, with a fixed annual interest rate of 8.500%
(the "Notes"). The interest on the Notes will be paid semi-annually, on March
30 and September 30 of each year, beginning on March 30, 2024. The Notes will
mature on September 30, 2033.

The issuance of the Notes is expected to be completed on or around July 11,
2023 (the "Issue Date"), subject to satisfaction of customary conditions. The
Notes are expected to be listed for trading on the TASE-UP of the Tel Aviv
Stock Exchange Ltd. (the "TASE"), subject to the approval of the TASE.

 

The Issuer intends to deposit the gross proceeds of the Offering into a
segregated escrow account until the date that certain escrow release
conditions are satisfied. Among other things, the escrow release conditions
include the receipt of regulatory approvals. Upon satisfaction of the escrow
release conditions and release of the proceeds of the Offering from escrow,
the proceeds from the Offering are expected to be used (i) to redeem the
US$625,000,000 4.500% Senior Secured Notes due 2024 (the "2024 Notes") in
full, (ii) towards payment of the final deferred consideration to Kerogen,
(iii) towards funding of the interest payment reserve account and (iv) to pay
fees, expenses and accrued interest in connection with the Offering and the
repayment of the 2024 Notes.

The Notes may not be offered or sold in the United States without registration
or pursuant to an exemption therefrom. The Notes will be offered to (a)
qualified institutional buyers in the United States pursuant to Rule 144A of
the United States Securities Act 1933, as amended (the "Securities Act") that
are qualified purchasers (as defined in section 2(a)(51) of the Investment
Company Act of 1940, as amended (the "Investment Company Act")), or (b)
outside the United States in reliance on Regulation S of the Securities Act.

 

 

 

Enquiries

 

 For Capital Markets:                                                                                                                                           ir@energean.com
 Kate Sloan, Head of IR and M&A                                                                                                                                 Tel: +44 7917 608 645

 For Media:                                                                                                                                                     pblewer@energean.com
 Paddy Blewer, Head of Corporate                                                                                                                                Tel: +44 7765 250 857
 Communications

 

 

Forward Looking Statements

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", "on track",
"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; demand for the products and services of Energean Israel Limited
and its subsidiaries (the "Group"); competitive factors in the industries in
which the Group operates; exchange rate fluctuations; legislative, fiscal and
regulatory developments; political risks; terrorism, acts of war and
pandemics; changes in law and legal interpretations; and the impact of
technological change. Forward-looking statements speak only as of the date of
such statements and, except as required by applicable law, the Group
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.

 

Disclaimer

Not for distribution, directly or indirectly, in or 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 Securities Act that
are Qualified Purchasers (as defined in section 2(a)(51) of the Investment
Company Act)), Canada, Japan or any other jurisdiction where to do so would be
unlawful.

This announcement does not constitute or form part of, and should not be
construed as, any offer, invitation or recommendation to purchase, sell or
subscribe for, underwrite or otherwise acquire, any securities of the Group or
a successor entity or any existing or future subsidiary or affiliate of the
Group or any other securities, nor should it or any part of it form the basis
of, or be relied on in connection with, any decision to purchase or subscribe
for any securities of the Group or any of such subsidiaries or affiliates, nor
shall it or any part of it form the basis of or be relied on in connection
with any contract or commitment whatsoever.

The Notes to which this announcement relates have not and will not be
registered under the Securities Act or the securities laws, or with any
securities regulatory authority, of any state of the United States or other
jurisdiction of the United States, and the Notes may not be offered or sold
within the United States, or to, or for the account or benefit of, U.S.
Persons (as defined in Regulation S under the Securities Act), except pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and any applicable state or local
securities laws. There will be no public offer of the Notes in the United
States. Energean Israel Finance Ltd., a subsidiary of Energean, is not and
will not be registered as an investment company under the Investment Company
Act, in reliance on the exemption set forth in Section 3(c)(7) of the
Investment Company Act and the rules thereunder, and therefore, investors will
not have the benefits afforded to investors in companies registered under the
Investment Company Act.

In member states of the European Economic Area ("EEA") and in the United
Kingdom (the "UK"), this announcement (and any offer of the Notes referred to
herein if made subsequently) is only addressed to and directed at persons who
are "qualified investors" within the meaning of Prospectus Regulation (EU)
2017/1129, as amended (including as it forms part of United Kingdom law by
virtue of the European Union (Withdrawal) Act 2018) (the "EUWA"), in each case
provided that they are also additionally a TASE-UP EU Qualified Investor as
defined in sub-paragraph (1) of Section I of Annex II to MiFID II, who are
authorized or regulated by a member state of the EEA or the UK, as applicable.

In the UK, this announcement is directed only at persons who are qualified
investors who are (i) persons having professional experience in matters
relating to investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order") or (ii) high net worth entities, and other persons to whom it may
lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order
or (iii) persons to whom it would otherwise be lawful to distribute it (all
such persons together being referred to as "relevant persons"). In the UK, any
investment activity to which this announcement relates will only be available
to, and will only be engaged with, relevant persons. Any person who is not a
relevant person should not act or rely on this announcement or any of its
contents.

The Notes are being offered in Israel on the basis of a private placement in
reliance on an exemption pursuant to Sections 15A(b)(1) and 15A(b)(2) of the
Israeli Securities Law. The Notes have not been, and will not be, offered to
the public in Israel within the meaning of the Israeli Securities Law and no
prospectus will be filed in Israel in connection with the Offering.

The provision of the information herein may be restricted by laws and
regulations in some jurisdictions. Persons into whose possession the
information herein comes must inform themselves about and observe these
restrictions.

This announcement and the information contained herein are for information
purposes only. Under no circumstances shall the information herein constitute
a prospectus or an offer to sell, or a solicitation of an offer to buy or
subscribe for, any securities in the United States of America or in any other
jurisdiction.

This announcement contains information that prior to its disclosure may have
constituted inside information under Article 7 of Regulation (EU) No 596/2014
(as amended), as it forms part of UK domestic law by virtue of the EUWA.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCUBAAROVUNUUR