REG - Seplat Energy PLC - Tender offer for the 2026 Notes

Seplat EnergyAnnouncement

11/03/2025 12:15

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RNS Number : 0850A  Seplat Energy PLC  11 March 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND IS NOT AN OFFER TO PURCHASE OR A
SOLICITATION OF AN OFFER TO SELL ANY SECURITIES.

Seplat Energy Plc

Offer to Purchase for Cash Any and All of the Outstanding Senior Notes

 

March 11, 2025 - Seplat Energy Plc (the "Company" and, together with its
subsidiaries, the "Group"), a company incorporated as a public limited
liability company under the laws of Nigeria, is offering to purchase for cash
any and all of its outstanding 7.750% Senior Notes due 2026 (the "Notes"),
which are validly tendered and not validly withdrawn on or before the
Expiration Deadline and accepted for purchase pursuant to the Offer to
Purchase (the "Tender Offer").

The purpose of the Tender Offer, together with the proposed offering of senior
notes by the Company announced on March 11, 2025 (the "New Notes Offering"),
is to manage the financial liabilities and cost of debt financing of the
Group. There can be no assurance that the New Notes Offering will be
consummated, nor that the New Notes Offering will be consummated on the terms
of the offering memorandum to be prepared in connection with the New Notes
Offering. Consummation of the Tender Offer is subject to the satisfaction of
certain conditions, including, without limitation, the pricing of the New
Notes Offering (the "Financing Condition") and the conditions set out in the
offer to purchase dated March 11, 2025 relating to the Offer (the "Offer to
Purchase"). Subject to applicable law, the Company reserves the right, in its
sole discretion, to waive any of the terms and conditions of the Tender Offer
at any time following the announcement of the Offer. Capitalized terms used in
this announcement but not defined herein have the meanings given to them in
the Offer to Purchase. which is available, subject to eligibility and
registration, on the offer website (the "Offer Website"):
https://projects.sodali.com/seplatenergy.

When considering any potential allocation of New Notes, the Company intends,
but is not obligated, to give some degree of preference to those investors
who, prior to such allocation, have validly tendered, or have indicated to the
Company or the Dealer Managers their firm intention to tender Notes in the
Offer. When determining allocations of the New Notes, the Company intends to
give some degree of preference to such investors. However, the Company will
consider various factors in making allocation decisions and is not obliged to
allocate any New Notes to an investor who has validly tendered or indicated to
the Company or the Dealer Managers a firm intention to tender any Notes it
holds pursuant to the Offer and if allocated, the allocated amount may be more
or less than the amount tendered and accepted to purchase.

The following table summarizes certain information regarding the Tender
Offer:
 

 Description of the Notes               ISIN/CUSIP                            Outstanding Principal Amount  Purchase Price                                              Amount Subject to the Tender Offer
 7.750% Senior Notes due April 1, 2026  Regulation S: XS2325735897            U.S. $650,000,000             U.S. $1,000 per U.S. $1,000 in principal amount of Notes    Any and all

                                        Rule 144A: US81733LAB36 / 81733LAB3

__________________________

Notes:

((1)                     ) As at the date of the Offer to
Purchase.

 

The Tender Offer will expire at 5:00 p.m., New York City time, on March 18,
2025 unless the Company extends the Offer (such date and time, the "Expiration
Deadline"). The withdrawal deadline for the Tender Offer will be 5:00 p.m.,
New York City time, on March 18, 2025 (the "Withdrawal Deadline"), unless
extended by the Company. Following the Expiration Deadline, the Company will
accept Notes validly tendered and not validly withdrawn at or prior to the
Expiration Deadline (including those validly tendered by the guaranteed
delivery procedures set forth in the Offer to Purchase) provided that all
conditions set forth in the Offer to Purchase have been satisfied or waived by
the Company and such accepted Notes will be settled promptly thereafter (the
"Settlement Date"). It is anticipated that the Settlement Date for the Notes
will be March 21, 2025, the third business day after the Expiration Deadline.
It is anticipated that the Guaranteed Delivery Settlement Date for such Notes
delivered by the Guaranteed Delivery Deadline will be March 21, 2025, the
first business day after the Guaranteed Delivery Deadline (the "Guaranteed
Delivery Settlement Date").

Subject to the minimum denomination of the Notes, the "Purchase Price" per
U.S.$1,000 principal amount of Notes validly tendered and accepted for
purchase pursuant to the Tender Offer will be U.S.$1,000. In addition, the
Offeror will also pay any accrued and unpaid interest on all Notes purchased
pursuant to the Tender Offer (rounded to the nearest US$0.01, with half a cent
rounded upwards) from and including the immediately preceding interest payment
date, and up to but not including, the Settlement Date (the "Accrued
Interest").

In order to receive the Purchase Price and Accrued Interest (if any), Holders
must validly tender, and not validly withdraw, their Notes prior to the
Expiration Deadline. The Offeror will pay the Purchase Price and Accrued
Interest for all Notes it purchases pursuant to the Tender Offer. The date on
which such payment will be made is referred to herein as the Settlement Date
or the Guaranteed Delivery Settlement Date, as applicable.

The Offer to Purchase sets out the full terms of the Tender Offer. Copies of
the Offer to Purchase are available from the Information and Tender Agent,
using contact details set out below. Holders may also contact the Dealer
Managers at the telephone numbers or addresses set out below for information
concerning the Offer. Holders may also contact their broker, dealer,
commercial bank or trust company or other nominee for assistance concerning
the Offer.

 

 

 

 

 

DEALER MANAGERS

 Citigroup Global Markets Limited                                          J.P. Morgan Securities plc

 Citigroup Centre                                                          25 Bank Street

 Canada Square                                                             Canary Wharf

 Canary Wharf                                                              London E14 5JP

 London E14 5LB                                                            United Kingdom

 United Kingdom

                                                                           Attention: Liability Management

 Attention: Liability Management Group                                     E-mail: em_europe_lm@jpmorgan.com

 In Europe:

 +44 20 7986 8969

 In the United States:

 Toll Free: +1 800 558 3745

 Collect: +1 212 723 6106

 Email: liabilitymanagement.europe@citi.com
 Rand Merchant Bank, a division of FirstRand Bank Limited (London Branch)

 Floor 23                                                                  The Standard Bank of South Africa Limited

 The Broadgate Tower                                                       30 Baker Street

 20 Primrose Street                                                        Rosebank

 London EC2A 2EW                                                           Johannesburg 2196

 United Kingdom                                                            South Africa

 Attention: RMB International DCM Liability Management                     Attention: Liability Management Group

 +44 20 7939 1751                                                          Email: LiabilityManagement@standardsbg.com

 Email: DLRMBLonDCMLM@rmb.co.uk

 Standard Chartered Bank

 One Basinghall Avenue

 London EC2V 5DD

 United Kingdom

 Attention: Liability Management

 Telephone (Europe): +44 20 7885 5739

 Telephone (U.S.): +1 212 667-0351

 Email: liability_management@sc.com

 

THE INFORMATION AND TENDER AGENT

Sodali & Co

 In  Hong Kong                   In London                    In Stamford
 29(th) Floor                    The Leadenhall Building      333 Ludlow Street

 No. 28 Stanley Street Central   122 Leadenhall Street        South Tower, 5(th) Floor

 Hong Kong                       London, EC3V 4AB             Stamford, CT06902

                                 United Kingdom               United States of America

 Telephone: +852 2319 4130       Telephone: +44 20 4513 6933  Telephone: +1 203 658 9457
 Email: SeplatEnergy@investor.sodali.com

 

The Offer to Purchase and any other relevant notice and documents with respect
to the Tender Offer will be available at the Offer Website:
https://projects.sodali.com/SeplatEnergy, operated by the Information and
Tender Agent for the purpose of the Offer.

 

OFFER RESTRICTIONS

General

This announcement is not an Offer to Purchase any Notes or a solicitation of
an offer to sell any Notes. The Offer is being made solely by means of the
Offer to Purchase. Neither the Company, the Dealer Managers nor the
Information and Tender Agent makes any recommendation as to whether Holders
should tender any or all of their Notes for payment pursuant to the Offer.

The distribution of this announcement and the Offer to Purchase is restricted
by law in certain jurisdictions. Persons into whose possession this
announcement or the Offer to Purchase comes are required by the Company, the
Dealer Managers and the Information and Tender Agent to inform themselves of
and to observe any such restrictions.

Neither this announcement nor the Offer to Purchase constitutes, nor may they
be used in connection with, an offer to buy Notes or a solicitation to sell
Notes by anyone in any jurisdiction in which such an offer or solicitation is
not authorized or in which the person making such an offer or solicitation is
not qualified to do so or to any person to whom it is unlawful to make an
offer or a solicitation. Neither the Company, the Dealer Managers nor the
Information and Tender Agent accepts any responsibility for any violation by
any person of the restrictions applicable in any jurisdiction.

European Economic Area

The Offer is not being made in any Member State of the European Economic Area
("EEA"), other than to persons who are "qualified investors" as defined in
Regulation (EU) No 2017/1129 (as amended, the "Prospectus Regulation"), or in
other circumstances falling within Article 1(4) of the Prospectus Regulation.
This EEA selling restriction is in addition to any other selling restrictions
set out in this Offer to Purchase.

United Kingdom

The communication of this announcement and the Offer to Purchase by the
Company and any other documents or materials relating to the Offer is not
being made, and such documents and/or materials have not been approved, by an
authorized person for the purposes of section 21 of the Financial Services and
Markets Act 2000, as amended (the "FSMA"). Accordingly, such documents and/or
materials are not being distributed to, and must not be passed on to, the
general public in the United Kingdom. The communication of such documents
and/or materials as a financial promotion is only being made to those persons
in the United Kingdom falling within the definition of investment
professionals (as defined in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")), persons who
are within Article 43(2) of the Order, persons who are qualified investors of
the kind described in Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.), persons who otherwise fall within an
exemption set forth in the Order such that section 21(1) of the FSMA does not
apply or any other persons to whom the Offer may otherwise lawfully be made
under the Order and all other applicable securities laws. In the United
Kingdom, the Offer to Purchase and any other documents or materials relating
to the Offer are only available to, and any investment or investment activity
to which this Offer to Purchase or such other materials relate will be engaged
in only with, relevant persons. Any person in the United Kingdom that is not a
relevant person should not act or rely on this Offer to Purchase or any of its
contents or any such other materials.

Italy

None of the Offer, the Offer to Purchase or any other document or materials
relating to the Offer have been or will be submitted to the clearance
procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB")
pursuant to Italian laws and regulations. The Offer are being carried out in
Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial
Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971
of 14 May 1999, as amended. Holders or beneficial owners of the Notes that are
located in Italy can tender Notes for purchase in the Offer through authorized
persons (such as investment firms, banks or financial intermediaries permitted
to conduct such activities in the Republic of Italy in accordance with the
Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as
amended from time to time, and Legislative Decree No. 385 of 1 September 1993,
as amended) and in compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Notes and/or the Offer.

France

The Offer are not being made, directly or indirectly, to the public in the
Republic of France ("France"). Neither this announcement nor the Offer to
Purchase nor any other document or material relating to the Offer has been or
shall be distributed to the public in France and only (i) providers of
investment services relating to portfolio management for the account of third
parties (personnes fournissant le service d'investissement de gestion de
portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés), acting for their own account, with the exception
of individuals, within the meaning ascribed to them in, and in accordance
with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et
financier, and applicable regulations thereunder, are eligible to participate
in the Offer. This announcement, the Offer to Purchase and any other documents
or offering materials relating to the Offer have not been and will not be
submitted for clearance to nor approved by the Autorité des Marchés
Financiers.

Belgium

Neither this announcement nor the Offer to Purchase nor any other documents or
materials relating to the Offer have been submitted to or will be submitted
for approval or recognition to the Belgian Financial Services and Markets
Authority (Autoriteit voor financiële diensten en markten / Autorité des
services et marchés financiers) and, accordingly, the Offer may not be made
in Belgium by way of a public offering, as defined in Articles 3 and 6 of the
Belgian Law of 1 April 2007 on public takeover bids as amended or replaced
from time to time. Accordingly, the Offer may not be advertised and the Offer
will not be extended, and neither this announcement nor the Offer to Purchase
nor any other documents or materials relating to the Offer (including any
memorandum, information circular, brochure or any similar documents) have been
or shall be distributed or made available, directly or indirectly, to any
person in Belgium other than "qualified investors" in the sense of Article 10
of the Belgian Law of 16 June 2006 on the public offer of placement
instruments and the admission to trading of placement instruments on regulated
markets, acting on their own account. Insofar as Belgium is concerned, this
announcement and the Offer to Purchase have been issued only for the personal
use of the above qualified investors and exclusively for the purpose of the
Offer. Accordingly, the information contained in this announcement and the
Offer to Purchase may not be used for any other purpose or disclosed to any
other person in Belgium.

Nigeria

Neither this announcement nor the Offer to Purchase nor any other documents or
materials relating to the Tender Offer have been submitted to the Nigerian
Securities and Exchange Commission (the "Nigerian SEC"), or the relevant
procedures of the Nigerian Investment and Securities Act No. 29 of 2007 (as
amended) ("ISA") and the Rules and Regulations of the Nigerian SEC, 2013, as
amended (the "Nigerian SEC Rules"). Further, neither this Offer to Purchase
nor any other documents relating to the Tender Offer will be utilized in
connection with any offering to the public within Nigeria and within the
meaning of the ISA, except to the extent that the Offer to Purchase and the
Notes have been registered with the Nigerian SEC, its written approval
obtained in accordance with the provisions of the ISA and the Nigerian SEC
Rules. Accordingly, neither this Offer to Purchase nor any other documents
relating to the Tender Offer are directed to any persons within Nigeria, other
than the selected investors to whom the Offer to Purchase has been addressed
as a private offer.

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