REG - Harbour Energy PLC - Pricing of Hybrid Notes Offering

Harbour EnergyAnnouncement

Wed 07:00

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RNS Number : 7196G  Harbour Energy PLC  29 April 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO

Harbour Energy plc ("Harbour")

Pricing of Hybrid Notes Offering

30 April 2025

 

 

Harbour is pleased to announce that Wintershall Dea Finance 2 B.V. (the
"Issuer"), a subsidiary of Harbour, priced an offering on 29 April 2025 (the
"Offering") of €900 million in aggregate principal amount of perpetual
guaranteed subordinated resettable fixed rate notes (the "Notes"). The Notes
will bear interest on their principal amount at a rate of 6.117 per cent. per
annum until the first reset date.

 

Harbour intends to use the proceeds from the Offering (i) to finance the
purchase of certain of its outstanding €650 million perpetual guaranteed
subordinated resettable fixed rate notes issued on 20 January 2021 (ISIN:
XS2286041517) (the "Tender Offer"), in each case as validly tendered and
accepted for purchase, (ii) at Harbour's election, for repayment of existing
debt and for general corporate purposes and (iii) to pay certain costs,
expenses and fees related to the Offering and the Tender Offer.

 

Consummation of the Tender Offer is subject to the satisfaction or waiver of a
number of conditions described in a tender offer memorandum, dated 28 April
2025 (the "Tender Offer Memorandum"). Subject to applicable securities laws
and the terms set forth in the Tender Offer Memorandum, the Issuer reserves
the right to (i) waive or modify in whole or in part any and all conditions of
the Tender Offer, (ii) extend, modify or terminate the Tender Offer or (iii)
otherwise amend the Tender Offer in any respect. The Tender Offer is not
conditioned on any minimum amount of notes being tendered.

 

The Offering is expected to close on or about 8 May 2025, subject to customary
conditions precedent for similar transactions.

 

Enquiries

Harbour Energy plc

+44 20 3833 2421

Aleksander Azarnov, SVP Corporate Finance, Marketing and Trading

Mo Farrag, VP Corporate Finance

Elizabeth Brooks, SVP Investor Relations

 

 

Cautionary Statement

The Offering is being made by means of an offering memorandum. This
announcement is for informational purposes only and does not constitute an
offer to sell or the solicitation of an offer to buy the Notes or any other
security and shall not constitute an offer, solicitation or sale in the United
States or in any jurisdiction in which, or to any persons to whom, such
offering, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any jurisdiction. This announcement
does not constitute an offer to purchase the Issuer's existing €650 million
perpetual guaranteed subordinated resettable fixed rate notes issued on 20
January 2021, which offer is being made only pursuant to the Tender Offer
Memorandum.

The Notes have not been, and will not be, registered under the U.S. Securities
Act of 1933, as amended (the "Securities Act") or the securities laws of any
state or other jurisdiction of the United States, and may only be offered or
sold to (1) persons that are qualified institutional buyers ("QIBs") as
defined in Rule 144A under the Securities Act; or (2) non-U.S. persons outside
the United States in accordance with Regulation S under the Securities Act; or
(3) pursuant to another applicable exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable
state or local securities laws.  The Notes may not be offered or sold in the
United States absent registration or an exemption from registration under the
Securities Act. No public offering of the Notes will be made in the United
States or in any other jurisdiction where such an offering is restricted or
prohibited.

Promotion of the Notes in the United Kingdom is restricted by the Financial
Services and Markets Act 2000 (the "FSMA"), and accordingly, the Notes are not
being promoted to the general public in the United Kingdom. This announcement
is only addressed to and directed at persons who (i) are outside the United
Kingdom, (ii) have professional experience in matters relating to investments
(being investment professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Financial Promotion Order")), (iii) fall within Article 49(2)(a) to (d)
("high net worth companies, unincorporated associations, etc.") of the
Financial Promotion Order, or (iv) to the extent that doing so does not
prejudice the lawful distribution of the announcement to the foregoing, are
persons to whom an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the FSMA) in connection with the issue or
sale of any Notes may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant
persons"). The Notes will only be available to relevant persons and this
announcement must not be acted on or relied on by anyone who is not a relevant
person. No key information document required by Regulation (EU) No 1286/2014
as it forms part of domestic law by virtue of the European Union (Withdrawal)
Act 2018 (the "EUWA") (the "UK PRIIPs Regulation") for offering or selling the
Notes or otherwise making them available to retail investors in the UK has
been prepared and, therefore, offering or selling the Notes or otherwise
making them available to any retail investor in the UK may be unlawful under
the UK PRIIPs Regulation. Any offer of the Notes in the UK will be made
pursuant to an exemption under Regulation (EU) 2017/1129 as it forms part of
domestic law by virtue of the EUWA from a requirement to publish a prospectus
for offers of 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 Regulation (EU) 2017/1129 (as
amended), and any relevant implementing measure in the relevant Member State
of the European Economic Area (the "Prospectus Regulation"). The offer and
sale of the Notes will be made pursuant to an exemption under the Prospectus
Regulation, from the requirement to produce a prospectus for offers of
securities.

No Notes are 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 or the United Kingdom. For these purposes, a retail investor in (i)
the EEA means a person who is one (or more) of: (a) a retail client as defined
in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID
II"); or (b) a customer within the meaning of Directive 2016/97/EU, where that
customer would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II; or (ii) the United Kingdom means a person who is
one (or more) of: (a) a retail client as defined in point (8) of Article 2 of
Regulation (EU) No. 2017/565 as it forms part of domestic law by virtue of the
EUWA; or (b) a customer within the meaning of the Financial Services and
Markets Act 2000, as amended 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 domestic
law by virtue of the EUWA.

Manufacturer target market (U.K. MiFIR product governance) is eligible
counterparties and professional clients only (all distribution channels). No
U.K. PRIIPs key information document ("KID") has been prepared as not
available to retail in the U.K.

No Notes are intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any member of the
public in the Cayman Islands. No Notes are intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made
available to the public or to any person in the British Virgin Islands.

This announcement may include projections and other "forward-looking"
statements within the meaning of applicable securities laws. Any such
projections or statements reflect the current views of the Harbour about
further events and financial performance. No assurances can be given that such
events or performance will occur as projected and actual results may differ
materially from these projections. Harbour undertakes no obligation to
publicly release any revisions to these forward-looking statements to reflect
events or circumstances after the date of this announcement. These
forward-looking statements can be identified by the use of forward-looking
terminology, including the terms "believes," "estimates," "anticipates,"
"expects," "intends," "may," "will" or "should" or, in each case, their
negative, or other variations or comparable terminology. These forward-looking
statements include all matters that are not historical facts and include
statements regarding Harbour or its affiliates' intentions, beliefs or current
expectations concerning, among other things, the Offering.

By their nature, forward looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may or may not
occur in the future. Readers are cautioned that forward looking statements are
not guarantees of future performance and that Harbour and its affiliates'
actual results of operations, financial condition and liquidity, and the
development of the industry in which they operate may differ materially from
those made in or suggested by the forward-looking statements contained in this
announcement. In addition, even if Harbour or its affiliates' results of
operations, financial condition and liquidity, and the development of the
industry in which the Harbour operates are consistent with the forward-looking
statements contained in this announcement, those results or developments may
not be indicative of results or developments in subsequent periods. Given
these risks and uncertainties, you should not rely on forward looking
statements as a prediction of actual results.

Neither the content of Harbour's website nor any website accessible by
hyperlinks on Harbour'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.

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