TIDMENOG
RNS Number : 8947N
Energean PLC
03 February 2021
Energean plc
("Energean" or the "Company")
PUBLICATION OF CIRCULAR AND NOTICE OF GENERAL MEETING
London, 3 February 2021 - Energean plc (LSE: ENOG, TASE: ), is
pleased to announce that the Financial Conduct Authority (the
"FCA") has today approved Energean's shareholder circular (the
"Circular") in relation to the proposed acquisition of 30% of the
total issued share capital of Energean Israel Limited ("Energean
Israel") from Kerogen Investments No. 38 Limited ("Kerogen") (the
"Acquisition") as announced on 30 December 2020.
Energean has today published the Circular, which will be sent or
made available to Energean shareholders shortly. The Circular
contains further information on the Acquisition and a notice
convening a general meeting of Energean's shareholders at 10:00
a.m. on 19 February 2021 at the registered office of the Company at
Accurist House, 44 Baker Street, London, W1U 7AL (the "General
Meeting"), to consider and approve the Acquisition.
The Acquisition is conditional upon the approval of Energean's
shareholders and requires Energean shareholders who together
represent a simple majority of the Energean shares voted at the
General Meeting to vote to approve the ordinary resolution put to
the General Meeting. It also requires Energean shareholders who
together represent at least three-quarters of the Energean shares
voted at the General Meeting to vote to approve the issuance of any
shares which may be issued pursuant to the Convertible Loan Notes
(as defined in the Circular) other than in accordance with
statutory pre-emption rights.
The expected timetable of principal events in relation to the
General Meeting is as follows:
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of Circular 3 February 2021
Latest time and date for receipt of Forms of Proxy 10:00 a.m. on 17 February 2021
General Meeting 10:00 a.m. on 19February 2021
Expected date of Completion Q1 2021
All references to time in this announcement are to London time
unless otherwise stated.
The dates given are based on the Company's current expectations
and may be subject to change. If any of the times or dates above
change, the Company will give notice of the change by issuing an
announcement through a Regulatory Information Service.
The Circular has been submitted to the FCA's National Storage
Mechanism (the "NSM") and will be available for inspection on the
NSM's website at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism . These
documents will also be available on the Energean's website at
https://www.energean.com/investors from the date of this
announcement up to the date of the General Meeting and for the
duration of the General Meeting.
All capitalised terms in this announcement but not defined
herein have the meaning given to them in the Circular, unless
otherwise defined herein.
Enquiries
Investors and Analysts
Kate Sloan, Head of IR Tel: +44 07917 608 645
and ECM
Media
Sotiris Chiotakis, Media Relations Tel: +30 693 2663 877
Morgan Stanley
(Sole Sponsor and Joint Corporate Broker) Tel: +4420 7425 8000
Andrew Foster
Michael O'Dwyer
Mutlu Guner
About Energean plc
Established in 2007, Energean is a London Premium Listed FTSE
250 and Tel Aviv 35 Listed E&P company with operations in nine
countries across the Mediterranean and UK North Sea. Since IPO in
2018, Energean has grown to become the leading independent,
gas-focused E&P company in the Eastern Mediterranean, with a
strong production and development growth profile. The Company
explores and invests in new ideas, concepts and solutions to
produce and develop energy efficiently, at low cost and with a
minimal carbon footprint.
Energean's production comes mainly from the Abu Qir field in
Egypt, as well as fields in Southern Europe and the UK. The
company's flagship project is the 3.5 Tcf Karish, Karish North and
Tanin development, offshore Israel, where it intends to use the
newbuild fully-owned FPSO Energean Power, which will be the only
FPSO in the Eastern Mediterranean, to produce first gas, commencing
4Q-2021. Energean has signed firm contracts for 7.4 Bcm/yr of gas
sales into the Israeli domestic market, which have floor pricing,
take-or-pay and/or exclusivity provisions that largely insulate the
project's revenues against global commodity price fluctuations and
underpin Energean's goal of paying a meaningful and sustainable
dividend.
With a strong track record of growing reserves and resources,
Energean is focused on maximising production from its large-scale
gas-focused portfolio to deliver material free cash flow and
maximise total shareholder return in a sustainable way. ESG and
health and safety are paramount to Energean; it aims to run safe
and reliable operations, whilst targeting carbon-neutrality across
its operations by 2050. These aspirations were significantly
advanced with the completion of the Edison E&P acquisition in
December 2020, which is now being successfully integrated into
Energean's business. The Company expects to enhance its Israeli
position in 2021 through the acquisition of Kerogen Capital's 30%
holding in Energean Israel for a total consideration of $380-405
million, expected to close in 1Q 2021. www.energean.com
IMPORTANT NOTICES
This announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. The information in this announcement is
subject to change. No reliance may or should be placed by any
person for any purpose whatsoever on the information contained in
this announcement or on its accuracy or completeness.
A copy of the Circular will be available on the Company's
website, https://www.energean.com/investors/investors/ and at the
registered office of the Company at Accurist House, 44 Baker
Street, London, W1U 7AL. 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.
This announcement has been prepared for the purpose of complying
with the applicable laws and regulations of the United Kingdom and
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws and regulations of jurisdictions outside the United
Kingdom.
The distribution of this announcement in certain jurisdictions
may be restricted by law and persons into whose possession this
announcement or other information referred to herein comes should
inform themselves about, and observe, any such restrictions. No
action has been taken by the Company that would permit an offering
of its shares or possession or distribution of this announcement or
any other offering or publicity material relating to any such
shares in any jurisdiction where action for that purpose is
required.
This announcement does not constitute a recommendation
concerning any investor's decision or options with respect to the
Acquisition. The contents of this announcement are not to be
construed as legal, business, financial or tax advice. Each
shareholder should consult his, her or its own legal adviser,
business adviser, financial adviser or tax adviser for legal,
financial, business or tax advice.
Morgan Stanley & Co. International plc ("Morgan Stanley"),
which is authorised by the Prudential Regulation Authority and
regulated in the UK by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting exclusively for Energean
and no-one else in connection with the Acquisition. Morgan Stanley
will not regard any other person as its client in relation to the
Acquisition and will not be responsible to any person other than
Energean for providing the protections afforded to clients of
Morgan Stanley or for the giving of advice in relation to the
contents of this announcement or the Acquisition or any
transaction, arrangement or other matter referred to herein. Apart
from the responsibilities and liabilities, if any, which may be
imposed on Morgan Stanley by the FSMA or the regulatory regime
established thereunder, or under the regulatory regime of any
jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, neither
Morgan Stanley nor any of its affiliates accepts any responsibility
whatsoever for the contents of this announcement, including its
accuracy, completeness and verification, or for any other statement
made or purported to be made by it, or on its behalf, in connection
with the Company or the Acquisition. Morgan Stanley and its
affiliates accordingly disclaim, to the fullest extent permitted by
applicable law, all and any liability whether arising in tort,
contract or otherwise (save as referred to above) which they might
otherwise be found to have in respect of this announcement or any
such statement or otherwise. No representation or warranty, express
or implied, is made by Morgan Stanley or any of its affiliates as
to the accuracy, completeness, verification or sufficiency of the
information set out in this announcement, and nothing in this
announcement will be relied upon as a promise or representation in
this respect, whether or not to the past or future.
This announcement contains statements that are, or are deemed to
be, forward-looking statements. In some instances, forward-looking
statements can be identified by the use of terms such as
"projects", "forecasts", "anticipates", "expects", "believes",
"intends", "may", "will" or "should" or, in each case, their
negative or other variations or comparable terminology.
Forward-looking statements are subject to a number of known and
unknown risks and uncertainties that may cause actual results and
events to differ materially from those expressed in or implied by
such forward-looking statements, including, but not limited to:
general economic and business conditions; competitive factors in
the industries in which the Company operates; exchange rate
fluctuations; legislative, fiscal and regulatory developments;
political risks; terrorism, acts of war and pandemics; changes in
law and legal interpretations. Forward-looking statements speak
only as of the date of such statements and, except as required by
applicable law, the Company undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise. The information
contained in this announcement is subject to change without
notice.
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