TIDMENQ
RNS Number : 7163C
EnQuest PLC
13 October 2022
EnQuest PLC, 12 October 2022
Pricing of new bond issue
EnQuest PLC ("EnQuest" or the "Company") is pleased to announce
it has agreed a successful refinancing of its existing $792.3
million senior notes due 2023, which will position it well to
continue to deliver its strategy.
Specifically, EnQuest has:
-- P riced the offering of new $305.0 million 115/8% senior
notes due 2027 (the "New Notes") due for settlement on 25 October
2022, at an issue price of 98.611%; and
-- Agreed an amended and restated reserve-based lending ("RBL")
facility at $500.0 million with a $300.0 million accordion and a
final maturity in April 2027, upon settlement of the New Notes.
The above follows on from EnQuest's successful refinancing of
its Sterling bond in April 2022, where it issued GBP133.3 million
of bonds with a maturity of October 2027.
EnQuest will repay all of its existing $792.3 million senior
notes due 2023, funded by (i) the proceeds of the New Notes, (ii)
$400.0 million of drawings under the RBL facility and (iii) cash on
hand.
Within the amended and restated RBL facility, Double A Limited,
a company beneficially owned by the extended family of Amjad
Bseisu, has agreed to lend $15.0 million on the same terms and
conditions as all other lending parties. This is considered a
smaller related party transaction under Listing Rule 11.1.10.
EnQuest has obtained written confirmation from a sponsor that the
terms of Double A's participation in the RBL facility are fair and
reasonable as far as EnQuest's shareholders are concerned.
* * *
The Notes have not been and will not be registered under the
Securities Act of 1933, as amended (the "Securities Act") or any
state securities laws and may not be offered or sold in the United
States or for the account or benefit of any US person or in any way
distributed in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and applicable state securities laws. The Notes will
be offered only to qualified institutional buyers in the United
States in accordance with Rule 144A under the Securities Act and to
non-US persons outside the United States in reliance on Regulation
S under the Securities Act.
This announcement does not constitute an offer to sell or a
solicitation of an offer to buy the Notes and shall not constitute
an offer, solicitation or sale of any securities in any
jurisdiction where the offering would not be permitted. This
announcement contains information about a pending transaction and
there can be no assurance that this transaction will be
completed.
Forward-Looking Information is Subject to Risk and
Uncertainty
This announcement may include certain "forward-looking"
statements. Forward-looking statements include all statements that
are not historical facts and can be identified by the use of
forward-looking terminology such as the words "believes,"
"expects," "may," "will," "would," "should," "seeks," "pro forma,"
"anticipates," "intends, " "plans," "estimates," or the negative of
any thereof or other variations thereof or comparable terminology,
or by discussions of strategy or intentions. These statements are
not guarantees of future actions or performance and involve risks,
uncertainties and assumptions as to future events that may not
prove to be accurate. Actual actions or results may differ
materially from what is expressed or forecasted in these
forward-looking statements as the Company may be unable to complete
the Transactions. As a result, these statements speak only as of
the date they were made and the Company undertakes no obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. Many
important factors could cause the Company's results to differ
materially from those expressed in these forward-looking
statements. These factors include, but are not limited to, general
market conditions, national or global events affecting the capital
markets, the coronavirus disease (COVID-19) outbreak, unforeseen
developments in the Company's business or industry or changes in
law or regulations governing the Company's ability to complete the
Transactions.
***********************************
This announcement is not being made in and copies of it may not
be distributed or sent into any jurisdiction in which the
publication, distribution or release would be unlawful.
This document is not an offer of securities for sale in the
United States. The Notes may not be sold in the United States
absent registration or an exemption from registration under the
Securities Act. The Company does not intend to register the Notes
and any related guarantees in the United States or to conduct a
public offering of the Notes and such guarantees in the United
States.
In member states of the EEA, this announcement and any offer of
the securities referred to herein in any Member State of the
European Economic Area ("EEA") will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
publish a prospectus for offers of the securities referred to
herein. Accordingly, any person making or intending to make an
offer in a Member State of Notes which are the subject of the
offering contemplated may only do so in circumstances in which no
obligation arises for the Company or any of the initial purchasers
to publish a prospectus pursuant to Article 3 of the Prospectus
Regulation, in each case, in relation to such offer. Neither the
Company nor the initial purchasers have authorized, nor do they
authorize, the making of any offer of Notes in circumstances in
which an obligation arises for the Company or the initial
purchasers to publish a prospectus for such offer. The expression
"Prospectus Regulation" means Regulation (EU) 2017/1129.
The securities are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made
available to any retail investor in the EEA. For these purposes, a
retail investor means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II") or (ii) a customer within the
meaning of Directive 2016/97/EU (as amended), where that customer
would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II. Consequently, no key information
document required by Regulation (EU) No 1286/2014 (as amended, the
"PRIIPs Regulation") for offering or selling the securities or
otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the securities or
otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPS Regulation.
The securities are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom ("UK"). For
these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client, as defined in point (8) of Article 2
of Regulation (EU) No 2017/565 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or
(ii) a customer within the meaning of the provisions of the FSMA
and any rules or regulations made under the FSMA to implement
Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA. Consequently no key information document
required by Regulation (EU) No 1286/2014 as it forms part of
domestic law by virtue of the EUWA (as amended, the "UK PRIIPs
Regulation") for offering or selling the Notes or otherwise making
them available to retail investors in the UK has been prepared and
therefore offering or selling the Notes or otherwise making them
available to any retail investor in the UK may be unlawful under
the UK PRIIPs Regulation.
In the UK, this announcement and any offer of the securities
referred to herein in the UK will be made pursuant to an exemption
under the UK Prospectus Regulation from the requirement to publish
a prospectus for offers of the securities referred to herein.
Accordingly, any person making or intending to make an offer in the
UK of Notes which are the subject of the offering contemplated may
only do so in circumstances in which no obligation arises for the
Company or any of the initial purchasers to publish a prospectus
pursuant to Article 3 of the UK Prospectus Regulation, in each
case, in relation to such offer. Neither the Company nor the
initial purchasers have authorized, nor do they authorize, the
making of any offer of Notes in circumstances in which an
obligation arises for the Company or the initial purchasers to
publish a prospectus for such offer. The expression "UK Prospectus
Regulation" means Regulation (EU) 2017/1129 as it forms part of
domestic law by virtue of the EUWA.
This communication is being distributed only to, and is directed
at persons who (i) have 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 "Financial Promotion Order") (ii) are persons falling
within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the Financial Promotion
Order, (iii) are outside the United Kingdom or (iv) are persons to
whom an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Financial Services and
Markets Act 2000 in connection with the issue and sale of any
securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as
"relevant persons")). This announcement is directed only at
relevant persons and must not be acted on or relied on by persons
who are not relevant persons. Any investment or investment activity
to which this announcement relates is available only to relevant
persons and will be engaged in only with relevant persons.
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. The distribution of this
announcement into certain jurisdictions may be restricted by law.
Persons into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction. This announcement is an
advertisement and is not a prospectus for the purposes of the
Prospectus Regulation or the UK Prospectus Regulation.
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END
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(END) Dow Jones Newswires
October 13, 2022 02:00 ET (06:00 GMT)
Enquest (LSE:ENQ)
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Enquest (LSE:ENQ)
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