TIDMSEPL
RNS Number : 0624T
Seplat Petroleum Development Co PLC
22 March 2021
N OTICE OF C O NDITI O NAL R ED E MPTION
Seplat Petroleum Development Company Plc (the "Issuer")
$350,000,000 aggregate principal amount of 9 1/4 % Senior Notes
due 2023 (the "Notes")
ISIN: XS1789190243, Common Code: 178919024 (Regulation S)
ISIN: US81733LAA52, Common Code: 178920570, CUSIP: 81733L AA5
(Rule 144A)
R e d e mption D ate: April 1, 2021
Notice is hereby given pursuant to paragraph 8 of the Notes and
Sections 3.01, 3.02, 3.04, 11.01 and 11.03 of the indent u re dated
March 21, 2018 among, inter alios, the Issuer, Citibank, N.A.,
London Branch, as trustee (the " T rus tee "), and Citibank, N.A.,
London Branch as principal paying agent (the "Paying Agent"),
paying agent, transfer agent and registrar (the "Indenture"), that
the Issuer has elected to redeem the entire outstanding principal
amount of the Notes outstanding on April 1 , 2021 pursuant to
paragraphs 6(b) and 8 of the Notes and Sections 3.02, 3.04 and
3.09(b) of the Indenture, subject to the satisfaction or waiver of
the Is suer's own Condition Precedent (as defined below).
The ter ms and conditions of the redemption are as f o
llows:
1. Subject to the satisfaction or waiver of the Condition
Precedent (defined below) by the Issuer, the redemption date for
the Notes will be April 1, 2021 (the "Redemption Date"). The record
date, on which any holder of Notes must hold any Notes to be
entitled to the Redemption Price (as defined below), will be March
30, 2021, being the Business Day immediately prior to the
Redemption Date.
2. The redemption price of the Notes is 102.3125% of the
principal amount of the Notes to be redeemed, plus accrued and
unpaid interest from October 1, 2020 (the last Interest Pay ment
Date for which interest on such Notes was paid) to ( but not i
ncluding) the Redemption Date, and Additional Amounts, if any (the
"Redemption Price"). Assuming a Redemption Date of April 1, 2021,
the Issuer will have paid prior to the Redemption Date, the accrued
and unpaid interest from October 1, 2020, to, but excluding, the
Redemption Date, which will be $16,187,500 ($1,069.38 per $1,000
denomination).
3. The Notes called for redemption must be surrendered to
Citibank N.A., London Branch as Paying Agent, at Citigroup Centre,
Canada Square, Canary Wharf, London E14 5LB, United Kingdom,
Attention: Agency and Trust, to collect the Redemption Price plus
accrued interest, if any, and Additional Amounts, if any.
4. Unless t he Issuer d efaults in m aking the red e mption pay
ment in the amount of the Redemption Price or the Pa ying Agent is
prohibited from mak ing such pay ment pu r s uant to the terms of
the I ndenture, interest and Additional Amounts, if any, on the
Notes (or portion thereof) called for redemption shall cease to
accrue on and after the Redemption Date.
5. The Notes will be redee med in full in acco r d ance with
paragraph 8 of the Notes and Section 3.1 of t he In d enture.
6. The ISIN, Common Code and CUSIP numbers in relation to t he N
o tes being re d e e m ed are as set forth above. No representation
is made as to the correctness or accuracy of such numbers listed in
this Notice of Conditional Redemption or printed on the Notes.
7. The Issuer's obligation to redeem any of the Notes on the
Redemption Date is conditioned upon the Issuer receiving on or
prior to the Redemption Date the necessary funds to redeem the
Notes in full and pay all related expenses (the "Condition
Precedent"). Accordingly, none of the Notes shall be deemed due and
payable on the Redemption Date unless and until the Condition
Precedent is satisfied or waived by the Issuer. If, in the sole
discretion of the Issuer, the Condition Precedent is not or will
not be satisfied or waived prior to the Redemption Date, any Notes
previously surrendered to the Paying Agent shall be returned to the
holders thereof and the redemption will be revoked. The Issuer will
provide notice to the Holders, the Trustee and Paying Agent of any
revocation or confirmation of the Notice of Conditional Redemption
at least one Business Day prior to the Redemption Date.
Capitalized terms u sed b ut not defined herein have t he mea n
in gs a s cribed to them in t he Inde n ture.
Any questions regarding this Notice of Conditional Redemption
should be directed to the Issuer to the attention of:
Emeka Onwuka EOnwuka@seplatpetroleum.com
Brian Marcus BMarcus@seplatpetroleum.com
Seplat Investor Relations ir@seplatpetroleum.com
Issued by: Seplat Petroleum Development Company Plc
Fourth Floor
50 Pall Mall
London SW1Y 5JH
United Kingdom
Dated: March 22 , 2021
- ENDS -
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