REG - Zenith Energy Ltd - Successful Conclusion of Bond Exchange Offer

Zenith Energy (CA)Announcement

11/04/2024 11:45

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240411:nRSK3043Ka&default-theme=true

RNS Number : 3043K  Zenith Energy Ltd  11 April 2024

April 11, 2024

ZENITH ENERGY LTD.

("Zenith" or the "Company")

Successful Conclusion of Bond Exchange Offer

Zenith Energy Ltd. ("Zenith" or the "Company") (LSE: ZEN; OSE: ZENA; OTCQB:
ZENAF), the listed international energy production and development company,
is pleased to announce the successful conclusion of the Bond Exchange Offer
(the "Exchange") first announced on January 25, 2024.

 

The Exchange was directed to noteholders (the "Noteholders") of the following
unsecured debt instruments that matured on January 27, 2024 (collectively,
the "Outstanding Notes"):

·        Euro 10.125% Notes due on 27 January 2024 (XS2108546735)

·        USD 10.125% Notes due on 27 January 2024 (XS2108546651)

·        GBP 10.125% Notes due on 27 January 2024 (XS2108546578)

The Noteholders, by way of the Exchange, were offered the opportunity to
exchange the Outstanding Notes for new notes (the "New Notes") issued by the
Company on improved terms at a ratio of 1:1.

As announced on March 1, 2024, Zenith appointed The Bank of New York Mellon
("BNYM") as Exchange Agent to coordinate the distribution of the Exchange,
specifically to liaise with the clearing systems and manage the implementation
of the Exchange.

At the request of BNYM, it was decided to amend the ISIN numbers for the New
Notes originally proposed in the announcement dated January 25, 2024, as well
as extending the maturity date, to the following:

·       Euro 14.625% Notes due on 26 March 2026 (XS2796492572)

·       USD 14.800% Notes due on 26 March 2026 (XS2796492655)

·       GBP 14.875% Notes due on 26 March 2026 (XS2796492812)

The Company is pleased to confirm that the Exchange has now been implemented,
and the New Notes have settled in the accounts of the Noteholders who have
accepted the terms of the Exchange.

Further, the Company can also confirm that accrued interest has been paid in
full to the Noteholders of the New Notes.

Zenith has received information confirming that a significant number of
Noteholders were unable to participate in the Exchange due to difficulties
being faced by their chosen investment platform and the deadline for
completion of the Exchange having now elapsed.

The Company will seek to engage proactively with these Noteholders, in
consultation with the Exchange Agent, its legal advisors and the relevant
intermediaries, to enable an exchange of the Outstanding Notes to New Notes on
terms to be defined.

 

Summary of the Exchange as of April 11, 2024

ISIN: XS2108546651

Total amount exchanged: USD 3,910,000.

ISIN: XS2108546578

Total amount exchanged: GBP391,000.

ISIN: XS2108546735

Total amount exchanged: EUR 1,542,000.

 

Notes to Editors:

 

Zenith Energy Ltd. is a revenue generating, independent energy company with
energy production, exploration and development assets in North Africa, the US
and Europe. The Company is listed on the London Stock Exchange Main Market
(LSE: ZEN), the Euronext Growth of the Oslo Stock Exchange (OSE: ZENA) and
the Venture Market of the OTCQB (OTCQB: ZENAF).

 

Zenith's strategic focus is on pursuing development opportunities through the
development of proven revenue generating energy production assets, as well as
low-risk exploration activities in assets with existing production.

 

For more information, please visit:  www.zenithenergy.ca
(http://www.zenithenergy.ca)

Twitter: @zenithenergyltd

LinkedIn:  https://bit.ly/3A5PRJb (https://bit.ly/3A5PRJb)

 

DISCLAIMER

Each Noteholder is solely responsible for making its own independent appraisal
of all matters as such Noteholder deems appropriate (including those relating
to the Exchange, the New Notes and the Company, the relevant Existing Notes)
and each Noteholder must make its own decision, based upon its own judgement
and having obtained advice from such financial, accounting, legal and tax
advisers as it may deem necessary, as to whether to offer any or all of its
Existing Notes for exchange pursuant to the Exchange.

 

Before deciding on whether accept the Exchange, Noteholders should carefully
consider all of the information contained in, and incorporated by reference
into, the EMTN Base Prospectus dated 16 March 2023, as supplemented from time
to time if necessary. They should seek advice from any tax, accounting,
financial and legal advisers they may deem necessary. The EMTN Base Prospectus
and its supplements are available on the website of the Company.

Neither the Company or its respective directors, employees or affiliates makes
any recommendation as to whether holders of Existing Notes should offer any
Existing Notes for exchange pursuant to the terms of Exchange or refrain from
doing so, and no one has been authorised by any of them to make any such
recommendation.

This announcement contains important information which should be read
carefully before any decision is made with respect to the Exchange. If any
Noteholder is in any doubt as to the contents of this announcement or the
action it should take, it is recommended to seek its own financial and legal
advice, including in respect of any tax consequences, immediately from its
stockbroker, bank manager, solicitor, accountant or other independent
financial, tax or legal adviser.

 

Offer and Distribution Restrictions

This announcement does not constitute an invitation to participate in the
Exchange in any jurisdiction in which, or to any person to or from whom, it is
unlawful to make such invitation or for there to be such participation under
applicable securities laws and regulations. The distribution of this
announcement in certain jurisdictions may be restricted by law. Persons into
whose possession either this announcement comes are required by the Company to
inform themselves about, and to observe, any such restrictions.

No action has been or will be taken in any jurisdiction by the Company in
relation to the Exchange that would permit a public offering of securities.
The Exchange has been prepared on the basis that the Exchange in any Member
State of the European Economic Area which has implemented the Prospectus
Directive (each, a "Relevant Member State"), will be made pursuant to an
exemption under the Prospectus Directive, as implemented in that Relevant
Member State, from the requirement to publish a prospectus for any offer of
securities.

United States

Each Exchange is not being made and will not be made, directly or indirectly,
in or into, or by use of the mail of, or by any means or instrumentality of
interstate or foreign commerce of, or of any facilities of a national
securities exchange of, the United States. This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, and the
internet. The Existing Notes may not be offered in the Exchange by any such
use, means, instrumentality or facility from or within the United States or
by persons located or resident in the United States as defined in Regulation
S of the U.S. Securities Act of 1933, as amended (the "Securities Act") or
to U.S. persons as defined in Regulation S of the Securities Act (each a
"U.S. Person"). Accordingly, copies of this announcement and any other
documents or materials relating to each Exchange are not being, and must not
be, directly or indirectly, mailed or otherwise transmitted, distributed, or
forwarded (including, without limitation, by custodians, nominees, or
trustees) in or into the United States or U.S. Persons. Any purported
offer of Existing Notes for exchange resulting directly or indirectly from a
violation of these restrictions will be invalid and any purported offer of
Existing Notes for exchange made by a person located in the United States or
any agent, fiduciary or other intermediary acting on a non-discretionary basis
for a principal giving instructions from within the United States will be
invalid and will not be accepted.

This announcement is not an offer of securities for sale in the United
States or to U.S. Persons. The Existing Notes and the New Notes may not be
offered or sold in the United States absent registration under, or an
exemption from the registration requirements of, the Securities Act. The New
Notes and the Existing Notes have not been, and will not be, registered under
the Securities Act or the securities laws of any state or other jurisdiction
of the United States, and may not be offered, sold or delivered, directly or
indirectly, in the United States or to, or for the account or benefit
of, U.S. Persons. The purpose of this announcement may not be sent or given
to a person in the United States or otherwise to any person other than in an
offshore transaction in accordance with Regulation S under the Securities Act.

Each Noteholder participating in the Exchange will represent that it is not
a U.S. Person, and it is not located in the United States and is not
participating in the Exchange from the United States or it is acting on a
non-discretionary basis for a principal located outside the United
States that is not giving an order to participate in the Exchange from the
United States. "United States" means the United States of America, its
territories and possessions, any state of the United States of America and
the District of Columbia.

 

 

United Kingdom

The communication by the Company of this announcement and any other documents
or materials relating to the Exchange is not being made, and such documents
and/or materials have not been approved, by an authorised person for the
purposes of section 21 of the Financial Services and Markets Act 2000 (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 is
exempt from the restriction on financial promotions under section 21 of the
FSMA on the basis that it is only directed at and may be communicated to (1)
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")
or those persons who are existing members or creditors of the Company within
Article 43 of the Order, and (2) to any other persons to whom these documents
and/or materials may lawfully be communicated.

France

Each Exchange is not being made, directly or indirectly, to the public
in France. Neither this announcement nor any other documents or offering
materials relating to the Exchange have been or shall be distributed to the
public in Franceand 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, all as defined in, and in accordance with, Articles L.411-1,
L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible
to participate in the Exchange. This announcement has not been and will not be
submitted for clearance procedures (visa) of the Autorité des marchés
financiers.

Italy

None of this announcement or any other documents or materials relating to each
Exchange, or the New Notes have been or will be submitted to the clearance
procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB")
pursuant to Italian laws and regulations.

Each Exchange is being carried out in the Republic of Italy as an exempted
offer 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 (the "CONSOB Regulation"). The Exchange is also being carried out
in compliance with article 35-bis, paragraph 7 of the CONSOB Regulation.

Noteholders located in the Republic of Italy or beneficial owners of the
Existing Notes can offer to exchange the Existing Notes pursuant to the
Exchange through authorised 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.
20307 of 15 February 2018, as amended from time to time, and Legislative
Decree No. 385 of September 1, 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
Existing Notes, the New Notes, or the Exchange.

 

General

 

Neither this announcement nor the electronic transmission thereof constitutes
an offer to buy the New Notes or the solicitation of an offer to sell the
Existing Notes and/or the New Notes and offers for the exchange of Existing
Notes for New Notes pursuant to the Exchange will not be accepted from
Noteholders in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where the securities laws, blue sky laws or
other laws require an exchange to be made by a licensed broker or dealer or
any of their respective affiliates is such a licensed broker or dealer or
similar in any such jurisdiction, the Exchange shall be deemed to be made in
such jurisdictions by such affiliate, as the case may be, on behalf of the
Company in such jurisdiction.

No action has been or will be taken in any jurisdiction by the Company that
would permit a public offering of the New Notes.

In addition to the representations referred to above in respect of the United
States, each Noteholder participating in the Exchange will also be deemed to
give certain representations in respect of the other jurisdictions referred to
above. A Noteholder who is unable to make these representations will not be
accepted for the purposes of the Exchange.

The Company reserves the right, at its sole and absolute discretion, to
investigate, in relation to any offer of Existing Notes for exchange pursuant
to the Exchange whether any such representation given by a Noteholder is
correct and, if such investigation is undertaken and, as a result, the Company
determines (for any reason) that such representation is not correct, such
offer may be rejected.

 

 

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  MSCQKDBNKBKDFQD