TIDMENQ
RNS Number : 8219I
EnQuest PLC
21 April 2022
21 April 2022
The information contained herein may only be released, published
or distributed in the United Kingdom, the Isle of Man, Jersey and
the Bailiwick of Guernsey in accordance with applicable regulatory
requirements. The information contained herein is not for release,
publication or distribution in or into the United States,
Australia, Canada, Japan, South Africa or in any other jurisdiction
where it is unlawful to distribute this document.
SEE "IMPORTANT INFORMATION" BELOW.
ENQUEST PLC
GBP133,300,000
9.00 per cent. notes due 27 October 2027
guaranteed by
EnQuest Britain Limited , EnQuest ENS Limited, EnQuest Global
Limited, EnQuest Heather Limited, EnQuest Heather Leasing Limited,
EnQuest NWO Limited, EnQuest Production Limited, EnQuest Petroleum
Production Malaysia Ltd, NSIP (GKA) Limited, EnQuest Marketing and
Trading Limited, EnQuest Petroleum Developments Malaysia Sdn Bhd,
EnQuest Advance Limited, EnQuest Advance Holdings Limited, EQ
Petroleum Sabah Limited and North Sea (Golden Eagle) Resources
Ltd
Sizing Announcement and Announcement of Results of Exchange
Offer
This announcement constitutes the Sizing Announcement referred
to in the exchange offer memorandum and prospectus dated 29 March
2022 (the "Exchange Offer Memorandum and Prospectus") relating to
(i) the proposed offer and issue (the "Cash Offer") by the Issuer
of its 9.00 per cent. notes due 27 October 2027 for cash (the "New
Notes"); and (ii) the Issuer's invitation to exchange (the
"Exchange Offer") its outstanding Sterling denominated 7.00 per
cent. Extendible PIK Toggle Notes due 2023 (ISIN: XS0880578728)
(the "Existing Notes") for the Issuer's 9.00 per cent. notes due 27
October 2027 (the "Exchange New Notes" and together with the New
Notes, the "Notes"). The Notes will be issued as one series on the
Issue Date (as specified below) with ISIN XS2461853793.
This announcement also hereby announces the results of the
Exchange Offer referred to in the Exchange Offer Memorandum and
Prospectus.
This announcement must be read in conjunction with the Exchange
Offer Memorandum and Prospectus.
The Exchange Offer Memorandum and Prospectus is available for
viewing at
https://www.enquest.com/investors/corporate-actions/retail-bond and
the website of Kroll Issuer Services Limited
(https://deals.is.kroll.com/exchange-offer-enquest).
The Exchange Offer Period relating to the Exchange Offer and the
Offer Period relating to the Cash Offer, in each case expired at
4.00 pm (London time) on 20 April 2022 and accordingly the Notes
can no longer be subscribed for nor be obtained by way of
application for exchange. Accordingly, this announcement is not an
offer to subscribe, tender, sell or exchange any securities.
The Issuer confirms the following for the purposes of this
Sizing Announcement:
Issue Date: 27 April 2022
Aggregate nominal amount of GBP133,300,000 (of which, GBP54,022,115
the Notes to be issued: were subscribed pursuant to
the Cash Offer and GBP79,277,885
were subscribed pursuant to
the Exchange Offer)
----------------------------------------
Estimated net proceeds of GBP131,839,500 (taking account
the New Notes: of fees and commissions payable)
----------------------------------------
Estimated total expenses of GBP1,460,500 (being the fees
the offering: and commissions payable to the
Dealer Managers in relation
to both the Exchange New Notes
and the New Notes)
----------------------------------------
Expenses relating to admission GBP6,000
to trading of the Notes:
----------------------------------------
In relation to the Exchange Offer, the aggregate nominal amount
of the Existing Notes accepted for exchange by the Issuer is
GBP79,277,885. Accordingly, the aggregate nominal amount of the
Existing Notes remaining outstanding (and falling due to be repaid
by the Issuer on 15 October 2023) after the Exchange Offer will be
GBP111,256,688.
IMPORTANT INFORMATION
This announcement is not a prospectus for the purposes of
Regulation (EU) 2017/1129 as it forms part of UK domestic law by
virtue of the EUWA (the "UK Prospectus Regulation") and/or Part VI
of the Financial Services and Markets Act 2000. Investors should
not subscribe for any Notes referred to in this announcement except
on the basis of information in the Exchange Offer Memorandum and
Prospectus. Full information on the Issuer, the Guarantors and the
offer of the Notes is only available on the basis of the
combination of the Exchange Offer Memorandum and Prospectus and
this Sizing Announcement. The Exchange Offer Memorandum and
Prospectus is available for viewing on the website of the
Regulatory News Service (RNS) operated by the London Stock Exchange
and at
https://www.enquest.com/investors/corporate-actions/retail-bond
.
The offering and the distribution of this announcement and other
information in connection with the offer in certain jurisdictions
may be restricted by law and persons into whose possession this
announcement or any 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.
This announcement does not constitute or form part of any offer
or invitation to sell, or any solicitation of any offer to
purchase, any Notes. Any purchase of Notes pursuant to the Cash
Offer and Exchange Offer should only be made on the basis of the
information contained in the Exchange Offer Memorandum and
Prospectus, available as described above.
The Notes have not been and will not be registered under the
U.S. Securities Act of 1933 (the "Securities Act") and, subject to
certain exceptions, may not be offered, sold or delivered within
the United States. The Notes are being offered and sold outside of
the United States in reliance on Regulation S of the Securities
Act, and are subject to certain U.S. tax law requirements.
UK MIFIR Product Governance - Solely for the purposes of the
manufacturers' product approval process, the target market
assessment in respect of the Notes has led to the conclusion that:
(i) the target market for the Notes is eligible counterparties,
professional clients and retail clients, each as defined in
Regulation (EU) No 600/2014 as it forms part of United Kingdom
domestic law by virtue of the EUWA ("UK MIFIR"), and (ii) all
channels for distribution of the Notes are appropriate, subject to
the distributor's suitability and appropriateness obligations under
UK MIFIR, as applicable. Any person subsequently offering, selling
or recommending the Notes (a "distributor") should take into
consideration the manufacturers' target market assessment; however,
a distributor subject to UK MIFIR is responsible for undertaking
its own target market assessment in respect of the Notes (by either
adopting or refining the manufacturer target market assessment) and
determining appropriate distribution channels, subject to the
distributor's suitability and appropriateness obligations under UK
MIFIR, as applicable.
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
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END
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(END) Dow Jones Newswires
April 21, 2022 02:01 ET (06:01 GMT)
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