TIDMENOG
RNS Number : 0725D
Energean PLC
19 June 2023
THIS ANNOUNCEMENT IS NOT BEING MADE IN, AND COPIES OF IT MAY NOT
BE DISTRIBUTED OR SENT, DIRECTLY OR INDIRECTLY, INTO THE UNITED
STATES (EXCEPT THAT IT MAY BE SENT IN THE UNITED STATES DIRECTLY TO
QUALIFIED INSTITUTIONAL BUYERS, AS DEFINED IN RULE 144A UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, THAT ARE
QUALIFIED PURCHASERS (AS DEFINED IN SECTION 2(a)(51) OF THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED)), CANADA, JAPAN OR ANY
OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.
Energean PLC announces the launch of an offering of
US$650,000,000 senior secured notes by its subsidiary, Energean
Israel Finance Ltd.
June 18, 2023
Energean PLC ("Energean") (LSE: ENOG, TASE: ) is pleased to
announce that its subsidiary, Energean Israel Finance Ltd. intends
to offer US$650 million aggregate principal amount of senior
secured notes, which are expected to mature in 2033 (the "Notes").
The net proceeds from the proposed offering of the Notes (the
"Offering") are expected to be used to repay in full the
US$625,000,000 4.500% Senior Secured Notes due 2024, and to pay the
discounts, fees and certain expenses related to the Offering.
The Notes may not be offered or sold in the United States
without registration or pursuant to an exemption therefrom. The
Notes will be offered to (a) qualified institutional buyers in the
United States pursuant to Rule 144A of the United States Securities
Act 1933, as amended (the "Securities Act") that are qualified
purchasers (as defined in section 2(a)(51) of the Investment
Company Act of 1940, as amended (the "Investment Company Act")), or
(b) outside the United States in reliance on Regulation S of the
Securities Act.
If issued, the Notes are expected to be listed for trading on
the TASE-UP of the Tel Aviv Stock Exchange Ltd. (the "TASE"),
subject to the approval of the TASE.
The Notes will be offered subject to prevailing market and other
conditions. There is no assurance that the Offering will be
completed or, if completed, as to the terms on which it is
completed. Nothing in this announcement will serve to create any
type of commitment whatsoever on the part of Energean, Energean
Israel Limited and their respective subsidiaries (the "Group") to
carry out the Offering, and does not constitute a public offering,
a tender or other offer of any kind, or solicitation to purchase
securities of Energean.
Enquiries
For Capital Markets: ir@energean.com
Kate Sloan, Head of IR and M&A Tel: +44 7917 608 645
For Media: pblewer@energean.com
Paddy Blewer, Head of Corporate Tel: +44 7765 250 857
Communications
Forward Looking Statements
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", "on track", "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; demand for the Group's
products and services; competitive factors in the industries in
which the Group operates; exchange rate fluctuations; legislative,
fiscal and regulatory developments; political risks; terrorism,
acts of war and pandemics; changes in law and legal
interpretations; and the impact of technological change.
Forward-looking statements speak only as of the date of such
statements and, except as required by applicable law, the Group
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.
Disclaimer
Not for distribution, directly or indirectly, in or into the
United States (except that it may be sent in the United States
directly to Qualified Institutional Buyers, as defined in Rule 144A
under the Securities Act that are Qualified Purchasers (as defined
in section 2(a)(51) of the Investment Company Act)), Canada, Japan
or any other jurisdiction where to do so would be unlawful.
This announcement does not constitute or form part of, and
should not be construed as, any offer, invitation or recommendation
to purchase, sell or subscribe for, underwrite or otherwise
acquire, any securities of the Group or a successor entity or any
existing or future subsidiary or affiliate of the Group or any
other securities, nor should it or any part of it form the basis
of, or be relied on in connection with, any decision to purchase or
subscribe for any securities of the Group or any of such
subsidiaries or affiliates, nor shall it or any part of it form the
basis of or be relied on in connection with any contract or
commitment whatsoever.
The Notes to which this announcement relates have not and will
not be registered under the Securities Act or the securities laws,
or with any securities regulatory authority, of any state of the
United States or other jurisdiction of the United States, and the
Notes may not be offered or sold within the United States, or to,
or for the account or benefit of, U.S. Persons (as defined in
Regulation S under the Securities Act), except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and any applicable
state or local securities laws. There will be no public offer of
the Notes in the United States. Energean Israel Finance Ltd., a
subsidiary of Energean, is not and will not be registered as an
investment company under the Investment Company Act, in reliance on
the exemption set forth in Section 3(c)(7) of the Investment
Company Act and the rules thereunder, and therefore, investors will
not have the benefits afforded to investors in companies registered
under the Investment Company Act.
In member states of the European Economic Area ("EEA") and in
the United Kingdom (the "UK"), this announcement (and any offer of
the Notes referred to herein if made subsequently) is only
addressed to and directed at persons who are "qualified investors"
within the meaning of Prospectus Regulation (EU) 2017/1129, as
amended (including as it forms part of United Kingdom law by virtue
of the European Union (Withdrawal) Act 2018) (the "EUWA"), in each
case provided that they are also additionally a TASE-UP EU
Qualified Investor as defined in sub-paragraph (1) of Section I of
Annex II to MiFID II, who are authorized or regulated by a member
state of the EEA or the UK, as applicable.
In the UK, this announcement is directed only at persons who are
qualified investors who are (i) persons having professional
experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or (ii)
high net worth entities, and other persons to whom it may lawfully
be communicated, falling within Article 49(2)(a) to (d) of the
Order or (iii) persons to whom it would otherwise be lawful to
distribute it (all such persons together being referred to as
"relevant persons"). In the UK, any investment activity to which
this announcement relates will only be available to, and will only
be engaged with, relevant persons. Any person who is not a relevant
person should not act or rely on this announcement or any of its
contents.
The Notes are being offered in Israel on the basis of a private
placement in reliance on an exemption pursuant to Sections
15A(b)(1) and 15A(b)(2) of the Israeli Securities Law. The Notes
have not been, and will not be, offered to the public in Israel
within the meaning of the Israeli Securities Law and no prospectus
will be filed in Israel in connection with the Offering.
The provision of the information herein may be restricted by
laws and regulations in some jurisdictions. Persons into whose
possession the information herein comes must inform themselves
about and observe these restrictions.
This announcement and the information contained herein are for
information purposes only. Under no circumstances shall the
information herein constitute a prospectus or an offer to sell, or
a solicitation of an offer to buy or subscribe for, any securities
in the United States of America or in any other jurisdiction.
This announcement contains information that prior to its
disclosure may have constituted inside information under Article 7
of Regulation (EU) No 596/2014 (as amended), as it forms part of UK
domestic law by virtue of the EUWA.
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END
MSCEANKPFFPDEEA
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