EnQuest PLC, 24 September
2024
Pricing of new bond
issue
EnQuest PLC ('EnQuest' or the 'Company') is pleased to announce the
pricing of its offering of $160.0 million aggregate principal
amount of 11⅝% senior notes due 2027 (the "New Notes") due for settlement on 2
October 2024, at an issue price of 101.000%. The New Notes are
being offered as additional notes under the indenture dated 25
October 2022 pursuant to which the Issuer previously issued
$305,000,000 million in aggregate principal amount of its senior
unsecured fixed rate notes due 2027 (the "Original Notes"). It is intended that
the New Notes will be fungible and form a single series with the
Original Notes following the termination of
certain temporary U.S. selling restrictions.
The Company expects to use the
proceeds of the New Notes offering to repay
and cancel all amounts outstanding under its U.S. Dollar second
lien term loan facility and for general corporate purposes,
including payment of costs and expenses related to the
transaction.
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The New 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 New 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 New 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, unforeseen developments in the Company's business or
industry or changes in law or regulations governing the Company's
ability to complete the Transactions.
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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 New 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 New
Notes and any related guarantees in the United States or to conduct
a public offering of the New 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 New 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 New 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 UK 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 UK domestic law by virtue of the EUWA. Consequently
no key information document required by Regulation (EU) No
1286/2014 as it forms part of UK domestic law by virtue of the EUWA
(as amended, the "UK PRIIPs Regulation") for offering or selling
the New Notes or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or
selling the New 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 New 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 New 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 UK 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.