REG - Stifel Nicolaus Euro Energean PLC - Secondary placing of shares in Energean plc

EnergeanAnnouncement

13/12/2023 08:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231213:nRSM6213Wa&default-theme=true

RNS Number : 6213W  Stifel Nicolaus Europe Limited  13 December 2023

Not for publication, distribution or release directly or indirectly, in whole
or in part, in or into the United States, Australia, Canada or Japan or in any
other jurisdiction in which offers or sales would be prohibited by applicable
law.

This announcement is not an offer to sell or a solicitation to buy securities
in any jurisdiction, including the United States, Australia, Canada, Israel or
Japan. 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.

This announcement contains inside information.

13 December 2023

Secondary placing of shares in Energean plc

Stifel Nicolaus Europe Limited ("Stifel") announces that it has acted as sole
bookrunner (the "Bookrunner") on the secondary sale of 4,422,013 ordinary
shares (the "Placing Shares") in Energean plc ("Energean" or the "Company") by
Kerogen Investments No.38 Limited ("Kerogen", or the "Seller").

The Placing Shares result from Kerogen's conversion into ordinary shares of
the entire principal amount of $50 million outstanding under the convertible
notes issued by the Company to Kerogen under the Convertible Loan Note
Instrument dated 25 February 2021 (the "Convertible Notes"), ahead of the
final repayment date on 29 December 2023.

The Placing Shares, which will represent approximately 2.4 per cent. of the
Company's ordinary share capital (following the conversion of the Convertible
Notes into ordinary shares), were placed at a price of 935 pence per share
(the "Placing Price"), raising gross proceeds of £41.3 million.

Settlement of the Placing Shares is expected to occur on 21 December 2023,
following the conversion of the Convertible Notes into ordinary shares.

Enquiries:

 Stifel Nicolaus Europe Limited - Sole Bookrunner    +44 (0) 20 7710 7600

 Callum Stewart / Ashton Clanfield / Simon Mensley

 

This announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into the United States of America
(including its territories and possessions, any state of the United States and
the District of Columbia), Canada, Australia or Japan or any other
jurisdiction in which the release, publication or distribution of such an
announcement would be unlawful. The distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose possession
this document or other information referred to herein comes should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction. No action has been taken that would permit an offering of
the Placing Shares or possession or distribution of this announcement in any
jurisdiction where action for that purpose is required.

This announcement does not contain, constitute or form part of an offer of, or
the solicitation of an offer to purchase or subscribe for, any securities in
the United States, Canada, Australia, Japan, Israel or any other jurisdiction.
The Placing Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold, pledged or otherwise transferred
within the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act. There is no intention to register any securities referred to herein in
the United States and no public offering of securities is being made in the
United States or in any other jurisdiction.

In member states of the European Economic Area, this announcement and any
offer of the Placing Shares if made subsequently is directed exclusively at
persons who are "qualified investors" within the meaning of Article 2(E) of
the Prospectus Regulation. For these purposes, the expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 (and amendments thereto). In the
United Kingdom this announcement is only being distributed to, and is only
directed at, and any investment or investment activity to which this
announcement relates is available only to, and will be engaged in only with,
persons who are "qualified investors" within the meaning of Article 2(E) of
the Prospectus Regulation as it forms part of the law of England and Wales by
virtue of the European Union (Withdrawal) Act 2018 and who are (i) investment
professionals falling with Article 19(5) of the UK Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"),
or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the
Order, or (iii) other persons to whom an offer of the Placing Shares may
otherwise be lawfully communicated (all such persons together being referred
to as "relevant persons"). Persons who are not relevant persons should not
take any action on the basis of this announcement and should not act or rely
on it.

In Israel, this announcement and any offer of the Placing Shares if made
subsequently is directed exclusively at persons who are "qualified investors"
within the meaning of the First Addendum of the Israeli Securities Law, 1968.
The Placing Shares may be subject to selling restrictions, pursuant to the
Israeli Securities Law and regulations promulgated thereunder.

No prospectus or offering document has been or will be prepared in connection
with the sale of the Placing Shares. Any investment decision in connection
with the Placing Shares must be made on the basis of all publicly available
information relating to Energean plc and Energean plc's shares. Such
information has not been independently verified. 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 on the information
contained in this announcement or its accuracy or completeness.

In connection with the sale of the Placing Shares, Stifel 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 its own
accounts such Placing Shares and other securities of Energean plc or related
investments in connection with the sale of the Placing Shares 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, Stifel and
any of its affiliates acting as investors for their own accounts. Stifel 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.

This announcement does not purport to identify or suggest the risks (direct or
indirect) which may be associated with an investment in Energean plc or
Energean plc's shares. Stifel, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting for the Seller
only in connection with the sale of the Placing Shares and no one else, and
will not be responsible to anyone other than the Seller for providing the
protections offered to clients of Stifel nor for providing advice in relation
to the Placing Shares or the sale thereof.

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  MSCFFLSWDEDSEIE