TIDMDGOC
RNS Number : 3140K
Diversified Gas & Oil PLC
12 December 2018
12 December 2018
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK
EXCHANGE PLC, NOR IS IT INTED THAT IT WILL BE SO APPROVED.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE ANY INVITATION, SOLICITATION, RECOMMATION, PROSPECTUS,
OFFERING MEMORANDUM, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE
FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN DIVERSIFIED
GAS & OIL PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER
THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHOULD FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT
DECISION IN RESPECT OF DIVERSIFIED GAS & OIL PLC OR OTHER
EVALUATION OF ANY SECURITIES IN DIVERSIFIED GAS & OIL PLC OR
ANY OTHER ENTITY.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU No. 596/2014) ("MAR"). IN
ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN
RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT,
WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH
PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
Proposed Placing of up to 29.9 million existing ordinary shares
in Diversified Gas & Oil PLC ("DGOC" or the "Company")
Trive Capital (Trive Capital Fund I and TCFII Core SPV LP or the
"Seller") announces its intention to sell up to 29.9 million
ordinary shares ("Placing Shares") in the capital of Diversified
Gas & Oil PLC (the "Placing"). Stifel Nicolaus Europe Limited
("Stifel") and Mirabaud Securities Limited ("Mirabaud") are acting
as Joint Bookrunners. The Placing Shares will be offered to
institutional investors.
The bookbuilding period will commence immediately at the
publication of this announcement and is expected to close by 7.45am
on 13 December 2018 but may close at any time on short notice. The
results of the Placing will be announced as soon as practicable
after the closing of the bookbuilding process. The timing for the
close of the bookbuild process and allocations are at the absolute
discretion of Joint Bookrunners and the Seller.
The Seller currently owns 29,872,974 ordinary shares in DGOC,
corresponding to 5.51 per cent of DGOC's entire issued share
capital. The Seller is looking to sell substantially all of its
stake, but may decrease the number of Placing Shares it chooses to
sell to match investor demand.
In the context of the Placing, those ordinary shares in DGOC
held by the Seller which are not sold in the Placing will be
subject to the original lock-in agreements, entered into on 10
October 2018, in accordance with the terms of the Company's
acquisition of Core Appalachian Holding Company LLC.
DGOC will not receive any proceeds from the Placing.
Dealing Codes:
Ticker: DGOC.L
ISIN for the Ordinary Shares: GB00BYX7JT74
SEDOL for the Ordinary Shares: BYX7JT7
Company's legal entity identifier: 213800YR9TFRVHPGOS67
For further information, please contact:
Cenkos Securities plc
(Nominated Adviser)
Russell Cook
Katy Birkin +44 (0)20 7397 8900
Mirabaud Securities Limited
(Joint Broker)
Peter Krens
Edward Haig-Thomas +44 (0)20 3167 7221
Stifel Nicolaus Europe Limited
(Joint Broker)
Ashton Clanfield
Callum Stewart
Nicholas Rhodes +44 (0)20 7710 7600
IMPORTANT NOTICE
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the
"Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Placees should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
Placing Shares offer no guaranteed income and no capital
protection; and an investment in Placing Shares is compatible only
with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Banks will only procure investors who
meet the criteria of professional clients and eligible
counterparties. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
Placing Shares.
In member states of the European Economic Area ("EEA") which
have implemented the Prospectus Directive (each, a "Relevant Member
State"), this announcement and any offer of Placing Shares if made
subsequently is directed exclusively at persons who are "qualified
investors" within the meaning of the Prospectus Directive
("Qualified Investors"). For these purposes, the expression
"Prospectus Directive" means Directive 2003/71/EC (and amendments
thereto, including Directive 2010/73/EU, to the extent implemented
in a Relevant Member State), and includes any relevant implementing
measure in the Relevant Member State. 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, Qualified Investors 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.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision in
connection with the Placing must be made on the basis of all
publicly available information relating to DGOC and DGOC's shares.
Such information has not been independently verified by the Seller,
Stifel, Mirabaud or any of their respective affiliates. 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 Placing, Joint Bookrunners and any of
their 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 their own accounts such Placing Shares and other
securities of DGOC or related investments in connection with the
Placing 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 Joint Bookrunners and any of
their affiliates acting as investors for their own accounts. Joint
Bookrunners and any of their affiliates do 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 DGOC or DGOC's shares. Stifel and Mirabaud are
authorised and regulated in the United Kingdom by the Financial
Conduct Authority. Joint Bookrunners and any of their affiliates
are acting for the Seller only in connection with the Placing and
no one else, and will not be responsible to anyone other than the
Seller for providing the protections offered to clients of Joint
Bookrunners and any of their affiliates, nor for providing advice
in relation to the Placing Shares or the Placing.
Neither the Seller nor any of its directors, partners, officers,
employees, advisers or agents accepts any responsibility or
liability whatsoever for or makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of
the information in this announcement (or whether any information
has been omitted from the announcement) or any information relating
to DGOC or its subsidiaries or associated companies, whether
written, oral or in a visual or electronic form, and howsoever
transmitted or made available or for any loss howsoever arising
from any use of this announcement or its contents or otherwise
arising in connection therewith.
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 or visit www.rns.com.
END
IOEBRBDDUDBBGID
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December 12, 2018 12:30 ET (17:30 GMT)
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