TIDMENQ
RNS Number : 7181D
EnQuest PLC
30 June 2021
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR
REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL
BE CONSTRUED AS AN OFFER, INVITATION OR RECOMMATION TO PURCHASE,
SELL OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION AND
NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM
THE BASIS OF OR BE RELIED UPON IN CONNECTION WITH, OR ACT AS AN
INDUCEMENT TO ENTER INTO, ANY INVESTMENT ACTIVITY.
ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL
OR OTHERWISE DISPOSE OF ANY SECURITIES REFERRED TO IN THIS
ANNOUNCEMENT MUST BE MADE SOLELY ON THE BASIS OF THE INFORMATION
THAT IS CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE
COMBINED CIRCULAR AND PROSPECTUS TO BE PUBLISHED BY THE COMPANY IN
DUE COURSE. THE PROSPECTUS, WHEN PUBLISHED, WILL BE AVAILABLE,
SUBJECT TO CERTAIN EXCEPTIONS, AT THE COMPANY'S WEBSITE,
WWW.ENQUEST.COM .
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
30 June 2021
EnQuest PLC
Completion of Bookbuild for Firm Placing and Placing
Further to the announcement earlier today (the "Capital Raising
Announcement"), EnQuest PLC ("EnQuest", or the "Company") is
pleased to announce the completion of the Bookbuild for the Firm
Placing and Placing.
Defined terms in this announcement shall have the meaning given
to them in the Capital Raising Announcement unless otherwise
specified.
Pursuant to the Firm Placing and Placing and Open Offer, a total
of 190,122,384 New Ordinary Shares will be issued at the Offer
Price of 19 pence per New Share (subject to the conditions noted
below), raising gross proceeds of GBP 36.1 million ($50 million)
.
The New Ordinary Shares will rank pari passu in all other
respects with the Ordinary Shares currently in issue.
Result of the Firm Placing and the Placing
94,852,612 New Ordinary Shares ("Firm Placed Shares") have been
placed under the Firm Placing. 95,269,772 New Ordinary Shares
("Placing Shares") have been placed under the Placing, subject to
clawback to satisfy valid applications by Qualifying Shareholders
under the terms of the Open Offer. The Firm Placed Shares are not
subject to clawback and are not part of the Placing and Open
Offer.
Open Offer
The Open Offer will open on 1 July 2021 with Qualifying
Shareholders having an Open Offer Entitlement of 5 Open Offer
Shares for every 89 Existing Ordinary Shares registered in the name
of the relevant Qualifying Shareholder on the Record Date (and so
in proportion to any other Existing Ordinary Shares then held) on
the terms and subject to the conditions set out in the Prospectus
(and in the case of Qualifying Non-CREST Shareholders, the
Application Form will be despatched to shareholders). The Open
Offer is expected to close at 11:00 a.m. on 22 July 2021.
Further details on the Open Offer will be included in the
Prospectus.
General Meeting
The Capital Raising is conditional upon, amongst other things,
Shareholder approval of certain Resolutions at the General Meeting
of the Company which is expected to take place at Ashurst LLP,
London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW at
9.30 a.m. on 23 July 2021; and on the Sponsor and Placing Agreement
becoming, or being declared, unconditional in all respects.
In response to the coronavirus ("COVID-19") pandemic, the UK
Government has introduced a number of measures in England aimed at
controlling the spread of the COVID-19 virus. The board of
directors of the Company has been closely monitoring the ongoing
COVID-19 situation and, on the basis of the UK government's roadmap
out of lockdown, the General Meeting has been arranged on the
assumption that the General Meeting will be able to be held as an
open, physical meeting. If the position changes, the Company will
communicate any updates on its website at
https://www.enquest.com/investors/shareholder-information/general-meetings
and, where appropriate, through an announcement to the market,
before the General Meeting.
Prospectus
The Prospectus will, following publication, be sent to
Shareholders that have elected to receive hard copies and be made
available, subject to certain exceptions, on the Company's website
at www.enquest.com.
EnQuest PLC Tel: +44 (0)20 7925 4900
Amjad Bseisu (Chief Executive)
Jonathan Swinney (Chief Financial Officer)
Ian Wood (Head of Communications & Investor Relations)
Jonathan Edwards (Senior Investor Relations & Communications
Manager)
J.P. Morgan Cazenove Tel: +44 (0)20 7742 4000
Jamie Riddell
Barry Meyers
Fraser Jamieson
Tulchan Communications Tel: +44 (0)20 7353 4200
Martin Robinson
Martin Pengelley
Harry Cameron
Indicative abridged timetable
Record Date for entitlements under 6.00 p.m. on 28 June 2021
the Open Offer
Announcement of the results of the 30 June 2021
Firm Placing and Placing
Latest time and date for receipt of 11.00 a.m. on 22 July
completed Application Forms and payment 2021
in full under the Open Offer or settlement
of relevant CREST instructions (as
appropriate)
General Meeting 9.30 a.m. on 23 July 2021
Announcement of the results of the 23 July 2021
General Meeting and Capital Raising
Admission and commencement of dealings 8.00 a.m. on 26 July 2021
in respect of New Ordinary Shares
Expected date of completion of the September 2021
Acquisition and Re-admission
ENQUEST
EnQuest is providing creative solutions through the energy
transition. As an independent production and development company
with operations in the UK North Sea and Malaysia, the Group's
strategic vision is to be the operator of choice for maturing and
underdeveloped hydrocarbon assets by focusing on operational
excellence, differential capability, value enhancement and
financial discipline.
EnQuest PLC trades on both the London Stock Exchange and the
NASDAQ OMX Stockholm.
Forward-looking statements: This announcement may contain
certain forward-looking statements with respect to EnQuest's
expectations and plans, strategy, management's objectives, future
performance, production, reserves, costs, revenues and other trend
information. These statements and forecasts involve risk and
uncertainty because they relate to events and depend upon
circumstances that may occur in the future. There are a number of
factors which could cause actual results or developments to differ
materially from those expressed or implied by these forward-looking
statements and forecasts. The statements have been made with
reference to forecast price changes, economic conditions and the
current regulatory environment. Nothing in this announcement should
be construed as a profit forecast. Past share performance cannot be
relied upon as a guide to future performance.
Undue reliance should not be placed on these forward-looking
statements. These forward-looking statements are made as at the
date of this announcement and are not intended to give any
assurance as to future results. EnQuest and J.P. Morgan Cazenove
and each of their respective affiliates, directors, officers,
employees, agents and advisers expressly disclaim any obligation to
supplement, amend, update or revise any of the forward-looking
statements made in this announcement, except where required to do
so under applicable law.
IMPORTANT INFORMATION
This announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. This announcement is not a prospectus or
prospectus equivalent but an advertisement and investors should not
subscribe for, or otherwise purchase, acquire, sell or dispose of
any of the securities referred to in this announcement except on
the basis of the information contained in the Prospectus to be
published by the Company in connection with the Capital Raising in
due course.
No reliance may or should be placed by any person for any
purpose whatsoever on the information contained in this
announcement or on its accuracy or completeness. The information in
this announcement is subject to change. Neither this announcement
nor anything contained in it shall form the basis of, or be relied
upon in conjunction with, any offer or commitment whatsoever in any
jurisdiction. Investors should not acquire any New Ordinary Shares
referred to in this announcement except on the basis of the
information contained in the Prospectus to be published by the
Company in connection with the Capital Raising.
Copies of the Prospectus, when published, will be available on
the Company's website, provided that the Prospectus will not,
subject to certain exceptions, be available to certain Shareholders
in certain restricted or excluded territories. The Prospectus will
give further details of the Capital Raising.
This announcement is for information purposes only and is not
intended and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for, any securities of the Company in any
jurisdiction. No offer or invitation to purchase or subscribe for,
or any solicitation to purchase or subscribe for the New Ordinary
Shares will be made in any jurisdiction in which such an offer or
solicitation is unlawful. The information contained in this
announcement is not for release, publication or distribution to
persons in the United States or any Excluded Territory, and should
not be distributed, forwarded to or transmitted in or into any
jurisdiction, where to do so might constitute a violation of local
securities laws or regulations.
This announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States or any Excluded Territory. No public offering of securities
is being made in any such jurisdiction.
The securities referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws or with any
securities regulatory authority of any state or other jurisdiction
of the United States, and accordingly may not be offered, sold,
pledged or transferred, directly or indirectly, in, into or within
the United States. There is no intention to register any portion of
any offering in the United States or to conduct a public offering
of securities in the United States.
The distribution of this announcement in and the offering of the
New Ordinary Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company, J.P Morgan Cazenove
or any of their respective affiliates that would permit an offer of
the New Ordinary Shares or possession or distribution of this
announcement or any other offering or publicity material relating
to the New Ordinary Shares in any jurisdiction where action for
that purpose is required. Persons into whose possession this
announcement comes are required by the Company and J.P. Morgan
Cazenove to inform themselves about and to observe any such
restrictions. Any failure to comply with this restriction may
constitute a violation of the securities laws of such
jurisdictions.
J.P. Morgan Securities plc (which conducts its UK investment
banking activities as J.P. Morgan Cazenove) is authorised by the
Prudential Regulation Authority (the " PRA ") and regulated in the
United Kingdom by the Financial Conduct Authority and the PRA. J.P.
Morgan Cazenove is acting exclusively for the Company and no one
else in connection with the Transaction or any other matter
referred to in this announcement and will not be responsible to
anyone other than the Company for providing the protections
afforded its clients nor for providing advice in relation to the
Transaction or any other matter referred to in this
announcement.
Save for the responsibilities and liabilities, if any, which may
be imposed on J.P. Morgan Cazenove by FSMA or by the regulatory
regime established under FSMA, neither J.P. Morgan Cazenove nor any
of its affiliates, directors, officers, employees, agents or
advisers accepts any duty, liability or responsibility whatsoever
(whether direct or indirect) to any person for, or makes any
representation or warranty, express or implied, as to the contents
of this announcement, including its accuracy, completeness,
sufficiency or verification, or for any other statement made or
purported to be made by or on its behalf in connection with the
Company, the New Ordinary Shares or the Capital Raising and nothing
in this announcement will be relied upon as a promise or
representation in this respect, whether or not as to the past,
present or future. J.P. Morgan Cazenove and each of its affiliates,
directors, officers, employees, agents or advisers accordingly
disclaim, to the fullest extent permitted by law, all and any duty,
liability and responsibility whatsoever, whether direct or
indirect, whether arising in tort, contract, under statute or
otherwise (save as referred to above) in respect of this
announcement or any such statement or otherwise.
This announcement does not constitute a recommendation
concerning any investor's options with respect to the Capital
Raising. Any decision to participate in the Capital Raising must be
made solely on the basis of the Prospectus published by the
Company. Past performance is no guide to future performance. The
contents of this announcement are not to be construed as legal,
business, financial or tax advice. Each Shareholder or prospective
investor should consult his, her or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
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.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within of Chapter 3 of the FCA Handbook Production
Intervention and Product Governance Sourcebook (the "UK Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance
Requirements) may otherwise have with respect thereto, the New
Ordinary Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of investors who meet the criteria of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in paragraph 3
of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors (for the purposes of UK Product Governance
Requirements) should note that: (a) the price of the New Ordinary
Shares may decline and investors could lose all or part of their
investment; (b) the New Ordinary Shares offer no guaranteed income
and no capital protection; and (c) an investment in the New
Ordinary 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 Capital Raising.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, J.P. Morgan Cazenove 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 Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; 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 the New Ordinary
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
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END
IOEFMMATMTBJBTB
(END) Dow Jones Newswires
June 30, 2021 11:17 ET (15:17 GMT)
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