REG - EnQuest PLC - Settlement of new bond issue

EnquestAnnouncement

02/10/2024 15:45

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RNS Number : 7036G  EnQuest PLC  02 October 2024

 

 

 

 

EnQuest PLC, 2 October 2024

 

Successful settlement of new bond issue

 

EnQuest PLC ('EnQuest' or the 'Company') is pleased to announce the settlement
of its offering of $160.0 million aggregate principal amount of 11⅝% senior
notes due 2027 (the "New Notes").

 

The proceeds from the offering of the New Notes have been used by the Company
to repay and cancel all amounts outstanding under its U.S. Dollar second lien
term loan facility and for general corporate purposes, including payment of
costs and expenses related to the transaction.

 

*           *           *

The New 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 New 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 New Notes and shall not constitute an offer, solicitation or
sale of any securities in any jurisdiction where the offering would not be
permitted. This announcement contains information about a pending transaction
and there can be no assurance that this transaction will be completed.

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 the Company may be unable to complete the
Transactions. 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 governing the Company's ability to complete the
Transactions.

***********************************

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
New 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 New Notes and any related guarantees in the United
States or to conduct a public offering of the New Notes and such guarantees in
the United States.

In member states of the EEA, this announcement and any offer of the securities
referred to herein in any Member State of the European Economic Area ("EEA")
will be made pursuant to an exemption under the Prospectus Regulation from the
requirement to publish a prospectus for offers of the securities referred to
herein.  Accordingly, any person making or intending to make an offer in a
Member State of New Notes which are the subject of the offering contemplated
may only do so in circumstances in which no obligation arises for the Company
or any of the initial purchasers to publish a prospectus pursuant to Article 3
of the Prospectus Regulation, in each case, in relation to such offer.
Neither the Company nor the initial purchasers have authorized, nor do they
authorize, the making of any offer of New Notes in circumstances in which an
obligation arises for the Company or the initial purchasers to publish a
prospectus for such offer.  The expression "Prospectus Regulation" means
Regulation (EU) 2017/1129.

The securities are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to
any retail investor in the EEA. For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11)
of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II") or (ii) a
customer within the meaning of Directive 2016/97/EU (as amended), where that
customer would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II. Consequently, no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation")
for offering or selling the securities or otherwise making them available to
retail investors in the EEA has been prepared and therefore offering or
selling the securities or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPS Regulation.

The securities are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to
any retail investor in the United Kingdom ("UK"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018
("EUWA"); or (ii) a customer within the meaning of the provisions of the FSMA
and any rules or regulations made under the FSMA to implement Directive (EU)
2016/97, where that customer would not qualify as a professional client, as
defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of UK domestic law by virtue of the EUWA. Consequently no key
information document required by Regulation (EU) No 1286/2014 as it forms part
of UK domestic law by virtue of the EUWA (as amended, the "UK PRIIPs
Regulation") for offering or selling the New Notes or otherwise making them
available to retail investors in the UK has been prepared and therefore
offering or selling the New Notes or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

In the UK, this announcement and any offer of the securities referred to
herein in the UK will be made pursuant to an exemption under the UK Prospectus
Regulation from the requirement to publish a prospectus for offers of the
securities referred to herein. Accordingly, any person making or intending to
make an offer in the UK of New Notes which are the subject of the offering
contemplated may only do so in circumstances in which no obligation arises for
the Company or any of the initial purchasers to publish a prospectus pursuant
to Article 3 of the UK Prospectus Regulation, in each case, in relation to
such offer. Neither the Company nor the initial purchasers have authorized,
nor do they authorize, the making of any offer of New Notes in circumstances
in which an obligation arises for the Company or the initial purchasers to
publish a prospectus for such offer.  The expression "UK Prospectus
Regulation" means Regulation (EU) 2017/1129 as it forms part of UK domestic
law by virtue of the EUWA.

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 Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (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.

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.

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