TIDMENOG
RNS Number : 6213W
Stifel Nicolaus Europe Limited
13 December 2023
Not for publication, distribution or release directly or
indirectly, in whole or in part, in or into the United States,
Australia, Canada or Japan or in any other jurisdiction in which
offers or sales would be prohibited by applicable law.
This announcement is not an offer to sell or a solicitation to
buy securities in any jurisdiction, including the United States,
Australia, Canada, Israel or Japan. Neither this announcement nor
anything contained herein shall form the basis of, or be relied
upon in connection with, any offer or commitment whatsoever in any
jurisdiction.
This announcement contains inside information.
13 December 2023
Secondary placing of shares in Energean plc
Stifel Nicolaus Europe Limited ("Stifel") announces that it has
acted as sole bookrunner (the "Bookrunner") on the secondary sale
of 4,422,013 ordinary shares (the "Placing Shares") in Energean plc
("Energean" or the "Company") by Kerogen Investments No.38 Limited
("Kerogen", or the "Seller").
The Placing Shares result from Kerogen's conversion into
ordinary shares of the entire principal amount of $50 million
outstanding under the convertible notes issued by the Company to
Kerogen under the Convertible Loan Note Instrument dated 25
February 2021 (the "Convertible Notes"), ahead of the final
repayment date on 29 December 2023.
The Placing Shares, which will represent approximately 2.4 per
cent. of the Company's ordinary share capital (following the
conversion of the Convertible Notes into ordinary shares), were
placed at a price of 935 pence per share (the "Placing Price"),
raising gross proceeds of GBP41.3 million.
Settlement of the Placing Shares is expected to occur on 21
December 2023, following the conversion of the Convertible Notes
into ordinary shares.
Enquiries:
Stifel Nicolaus Europe Limited - Sole Bookrunner
Callum Stewart / Ashton Clanfield / Simon Mensley +44 (0) 20 7710 7600
This announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into the United States of America (including its territories and
possessions, any state of the United States and the District of
Columbia), Canada, Australia or Japan or any other jurisdiction in
which the release, publication or distribution of such an
announcement would be unlawful. The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession this document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction. No action has been taken that would permit an
offering of the Placing Shares or possession or distribution of
this announcement in any jurisdiction where action for that purpose
is required.
This announcement does not contain, constitute or form part of
an offer of, or the solicitation of an offer to purchase or
subscribe for, any securities in the United States, Canada,
Australia, Japan, Israel or any other jurisdiction. The Placing
Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act") or
with any securities regulatory authority of any state or other
jurisdiction of the United States and may not be offered, sold,
pledged or otherwise transferred within the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. There is no
intention to register any securities referred to herein in the
United States and no public offering of securities is being made in
the United States or in any other jurisdiction.
In member states of the European Economic Area, this
announcement and any offer of the Placing Shares if made
subsequently is directed exclusively at persons who are "qualified
investors" within the meaning of Article 2(E) of the Prospectus
Regulation. For these purposes, the expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 (and amendments
thereto). In the United Kingdom this announcement is only being
distributed to, and is only directed at, and any investment or
investment activity to which this announcement relates is available
only to, and will be engaged in only with, persons who are
"qualified investors" within the meaning of Article 2(E) of the
Prospectus Regulation as it forms part of the law of England and
Wales by virtue of the European Union (Withdrawal) Act 2018 and who
are (i) investment professionals falling with Article 19(5) of the
UK Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (as amended) (the "Order"), or (ii) high net worth
entities falling within Article 49(2)(a) to (d) of the Order, or
(iii) other persons to whom an offer of the Placing Shares may
otherwise be lawfully communicated (all such persons together being
referred to as "relevant persons"). Persons who are not relevant
persons should not take any action on the basis of this
announcement and should not act or rely on it.
In Israel, this announcement and any offer of the Placing Shares
if made subsequently is directed exclusively at persons who are
"qualified investors" within the meaning of the First Addendum of
the Israeli Securities Law, 1968. The Placing Shares may be subject
to selling restrictions, pursuant to the Israeli Securities Law and
regulations promulgated thereunder.
No prospectus or offering document has been or will be prepared
in connection with the sale of the Placing Shares. Any investment
decision in connection with the Placing Shares must be made on the
basis of all publicly available information relating to Energean
plc and Energean plc's shares. Such information has not been
independently verified. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. No reliance may be placed for any purpose
on the information contained in this announcement or its accuracy
or completeness.
In connection with the sale of the Placing Shares, Stifel or any
of its affiliates may take up a portion of the Placing Shares as a
principal position and in that capacity may retain, purchase, sell,
offer to sell for its own accounts such Placing Shares and other
securities of Energean plc or related investments in connection
with the sale of the Placing Shares or otherwise. Accordingly,
references to the shares being issued, offered, subscribed,
acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or subscription, acquisition, placing or
dealing by, Stifel and any of its affiliates acting as investors
for their own accounts. Stifel does not intend to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
This announcement does not purport to identify or suggest the
risks (direct or indirect) which may be associated with an
investment in Energean plc or Energean plc's shares. Stifel, which
is authorised and regulated by the Financial Conduct Authority in
the United Kingdom, is acting for the Seller only in connection
with the sale of the Placing Shares and no one else, and will not
be responsible to anyone other than the Seller for providing the
protections offered to clients of Stifel nor for providing advice
in relation to the Placing Shares or the sale thereof.
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END
MSCFFLSWDEDSEIE
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