REG - EnQuest PLC - Launch of exchange offer

EnquestAnnouncement

30/03/2022 07:00

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RNS Number : 4754G  EnQuest PLC  30 March 2022

The information contained herein may only be released, published or
distributed in the United Kingdom, the Isle of Man, Jersey and the Bailiwick
of Guernsey in accordance with applicable regulatory requirements. The
information contained herein is not for release, publication or distribution
in or into the United States, Australia, Canada, Japan, South Africa, the
Republic of Ireland or in any other jurisdiction where it is unlawful to
distribute this document.

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF
THE MARKET ABUSE REGULATION (EU) 596/2014, AS IT FORMS PART OF DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

This announcement is a financial promotion for the purposes of section
21(2)(b) of the Financial Services and Markets Act 2000 ("FSMA") and is not
intended to be investment advice.

SEE "IMPORTANT INFORMATION" BELOW

 

30 March 2022

 

ENQUEST PLC

 

LAUNCH OF EXCHANGE OFFER

 

EnQuest PLC (the "Company"), a holding company involved in a full range of
upstream activities, with a portfolio of production and development assets,
announces today an invitation (the "Exchange Offer") to holders of the
£190,534,573 7.00 per cent. Extendable PIK Toggle Notes originally due 15
February 2022, as extended to 15 October 2023, issued by EnQuest PLC (the
"Existing Notes") to exchange their Existing Notes for new Sterling
denominated 9.00 per cent. notes due 27 October 2027 (the "New Notes") to be
issued by the Company and guaranteed on a joint and several, subordinated
basis by EnQuest Britain Limited, EnQuest ENS Limited, EnQuest Global Limited,
EnQuest Heather Limited, EnQuest Heather Leasing Limited, EnQuest NWO Limited,
EnQuest Production Limited, EnQuest Petroleum Production Malaysia Ltd, NSIP
(GKA) Limited, EnQuest Marketing and Trading Limited, EnQuest Petroleum
Developments Malaysia Sdn Bhd, EnQuest Advance Limited, EnQuest Advance
Holdings Limited, EQ Petroleum Sabah Limited and North Sea (Golden Eagle)
Resources Ltd (the "Guarantors").

Each holder whose Existing Notes are accepted for exchange by the Company will
receive on the settlement of the Exchange Offer: (i) £1 in principal amount
of Notes for every £1 of Existing Notes validly offered and accepted for
exchange by the Company; and (ii) an exchange fee of £0.015 for every £1 in
principal amount of Existing Notes exchanged for participating in the Exchange
Offer, in addition to any accrued but unpaid interest payable on the Existing
Notes, to, but excluding 27 April 2022.

The New Notes will bear interest at a fixed rate of 9.00 per cent. per annum,
payable semi-annually in arrear in two equal instalments of £0.045 per £1 in
principal amount of the Notes on 27 April and 27 October in each year, with
the first such payment being made on 27 October 2022, and are expected to be
redeemed (subject to the Company's right to redeem the Notes prior to maturity
in accordance with their terms and conditions) at 100 per cent. of their
principal value on 27 October 2027.

The New Notes are expected to be listed on the Financial Conduct Authority's
Official List and admitted to trading on the London Stock Exchange's regulated
market and through the electronic Order Book for Retail Bonds (ORB) market.
Holders of the New Notes should, in most normal circumstances, be able to sell
their holdings during normal trading hours (subject to market conditions) on
the open market through their stockbroker.

Holders of the Existing Notes may decide to participate in the Exchange Offer
in respect of all or part of their holding by offering at least £1,000 in
principal amount of Existing Notes (provided such amount is in multiples of
£1).

The Exchange Offer is being made on the terms and subject to the conditions
and requirements specified in the exchange offer memorandum and prospectus
dated 29 March 2022 (the "Exchange Offer Memorandum and Prospectus") and is
subject to offer and distribution restrictions described in such Exchange
Offer Memorandum and Prospectus.

Copies of the Exchange Offer Memorandum and Prospectus, including instructions
on how to accept the offer, are (subject to distribution restrictions)
available from the Exchange Agent as set out below.

Peel Hunt LLP and WH Ireland Limited are acting as Joint Lead Managers in
respect of the New Notes.

Indicative Timetable for key events relating to the Exchange Offer

 Event                                                                              Time and Date
 Announcement of Exchange Offer                                                     30 March 2022

 
 Exchange Offer Deadline                                                            4.00 p.m. (London Time) on 20 April 2022

 
 Announcement of Results of Exchange Offer and Sizing Announcement in relation      Expected to be 21 April 2022
 to the New Notes
 Settlement Date                                                                    On or around 27 April 2022

The above times and dates are subject to the right of the Company to extend,
re-open, amend and/or terminate the Exchange Offer (subject to applicable law
and as provided in the Exchange Offer Memorandum and Prospectus).

Lucid Issuer Services Limited is acting as Exchange Agent for the Exchange
Offer. Details can be found about the Exchange Offer at
https://deals.lucid-is.com/exchange-offer-enquest
(https://deals.lucid-is.com/exchange-offer-enquest) .

- ENDS -

For further information, please see EnQuest PLC's website:
https://www.enquest.com/investors/corporate-actions/retail-bond
(https://www.enquest.com/investors/corporate-actions/retail-bond) .

For enquiries, please contact:

EnQuest PLC

5th Floor, Cunard House

15 Regent Street

London SW1Y 4LR

E: InvestorRelations@EnQuest.com (mailto:InvestorRelations@EnQuest.com)

T: +44 (0) 20 7925 4900

 

Peel Hunt LLP

100 Liverpool Street

London EC2M 2AT

E: enquest@peelhunt.com

T: +44 (0) 207 418 8900

 

WH Ireland Limited

24 Martin Lane

London EC4R 0DR

E: dcm@whirelandcm.com

T: +44 (0) 20 7220 1666

IMPORTANT INFORMATION

This announcement is released by EnQuest PLC and contains information in
respect of the Existing Notes that qualified or may have qualified as inside
information for the purposes of Article 7 of UK MAR. For the purposes of UK
MAR and Article 2 of the binding technical standards published by the
Financial Conduct Authority in relation to UK MAR as regards Commission
Implementing Regulation (EU) 2016/1055, this announcement is made by Stefan
Ricketts, Company Secretary for EnQuest PLC.

The Exchange Offer Memorandum and Prospectus is available for viewing at:
https://www.enquest.com/investors/corporate-actions/retail-bond
(https://www.enquest.com/investors/corporate-actions/retail-bond) .

Neither the content of any website referred to in this announcement nor the
content of any website accessible from hyperlinks is incorporated into, or
forms part of, this announcement.

Please note that the information contained in the Exchange Offer Memorandum
and Prospectus may be addressed to and/or targeted at persons who are
residents of particular countries (specified in the Exchange Offer Memorandum
and Prospectus) only and is not intended for use, and should not be relied
upon, by any person outside these countries and/or to whom the offer contained
in the Exchange Offer Memorandum and Prospectus is not addressed. Prior to
relying on the information contained in the Exchange Offer Memorandum and
Prospectus you must ascertain from the Exchange Offer Memorandum and
Prospectus whether or not you are part of the intended addressees of the
information contained therein.

There is a risk that an investor in the New Notes could get back less than
their initial investment or lose all their initial investment, including if
they sell their New Notes at a price lower than that which they paid for them,
or if EnQuest PLC and/or any of the Guarantors go out of business or becomes
insolvent before the maturity date of the New Notes.

The distribution of this announcement and other information in connection with
any offer of securities and/or the solicitation of offers for securities in
certain jurisdictions may be restricted by law and persons who come into
possession of this announcement or any document or other information referred
to herein 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 jurisdiction.

This announcement should not be relied on for making any investment decision
in relation to the purchase of the New Notes or participation in the Exchange
Offer. Full details of the terms and conditions of the New Notes and the
Exchange Offer and information relating to the Company and the Guarantors, as
well as risks involved in an investment in the New Notes or participation in
the Exchange Offer, are set out in the Exchange Offer Memorandum and
Prospectus and any investment decision should be made solely on the basis of a
careful review of the Exchange Offer Memorandum and Prospectus. In particular,
investors' attention is drawn to the section headed "Risk Factors" in the
Exchange Offer Memorandum and Prospectus. Potential investors should,
therefore, read the Exchange Offer Memorandum and Prospectus carefully before
making an investment. Potential investors should ensure that they understand
and accept the risks and rewards relating to an investment in the New Notes
before making such an investment. Potential investors should seek their own
professional investment, accounting, legal and tax advice as to whether an
investment in the New Notes is suitable for them.

The Exchange Offer Memorandum and Prospectus has been approved by the
Financial Conduct Authority (the "FCA"). The FCA only approves the Exchange
Offer Memorandum and Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by Regulation EU 2017/1129 as it
forms part of UK domestic law by virtue of the European Union (Withdrawal) Act
2018 ("EUWA") (the "UK Prospectus Regulation"). Such approval should not be
considered as an endorsement of either the Company or the Guarantors or the
quality of the New Notes that are the subject of the Exchange Offer Memorandum
and Prospectus and investors should make their own assessment as to the
suitability of investing in the Notes.

This announcement is a financial promotion approved, for the purposes of
section 21(2)(b) of the FSMA, by Peel Hunt LLP and made by EnQuest PLC. Peel
Hunt LLP (incorporated in England and Wales with registered number OC357088)
whose registered office is 100 Liverpool Street, London EC2M 2AT, is
authorised and regulated by the FCA.

Peel Hunt LLP and WH Ireland Limited are acting for EnQuest PLC as Joint Lead
Managers and no-one else in respect of the offering of the New Notes and will
not regard any other person (whether or not a recipient of this announcement)
as a client in relation to the offering of the New Notes or any other
transaction, document or arrangement referred to in this announcement and will
not be responsible to anyone other than EnQuest PLC for providing the
protections afforded to its clients or for giving advice in relation to the
offering of the New Notes or any other transaction, document or arrangement
referred to in this announcement.

This announcement does not constitute or form part of any offer or invitation
to sell, or any solicitation of any offer to purchase, any securities. This
announcement does not constitute and shall not, in any circumstances,
constitute a public offering nor an invitation to the public in connection
with any offer within the meaning of the UK Prospectus Regulation. Any offer
and sale of any securities will be made in compliance with the requirements of
the UK Prospectus Regulation.

Any securities referred to herein will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"). Subject to certain
exceptions, such securities may not be offered, sold or delivered within the
United States or to, or for the account or benefit of, U.S. persons (as
defined in the Securities Act). Any securities referred to herein are expected
to be offered and sold outside of the United States in reliance on Regulation
S of the Securities Act. There will be no public offering in the United
States.

Legal Entity Identifier: 2138008LJU6WFQWOXJ73

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