NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED BELOW) OR IN
OR INTO THE
UNITED STATES OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED
STATES OR ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
DOCUMENT.
March 1, 2024
ZENITH
ENERGY LTD.
("Zenith" or the
"Company")
Update on
Bond Exchange Offer
Zenith Energy
Ltd. ("Zenith" or the
"Company") (LSE: ZEN; OSE: ZENA; OTCQB:
ZENAF), the listed international energy production and
development company with a focus on opportunities
in Central
Asia, Europe, and
the USA,
provides an update on the Bond Exchange Offer (the "Exchange") announced on January 25,
2024.
By way of background, the Exchange
is directed to noteholders (the "Noteholders") of the following
unsecured debt instruments that came to maturity on January 27,
2024 (collectively, the "Outstanding Notes"):
·
Euro 10.125% Notes due on 27 January 2024
(XS2108546735)
·
USD 10.125% Notes due on 27 January 2024
(XS2108546651)
·
GBP 10.125% Notes due on 27 January 2024
(XS2108546578)
The Exchange constitutes an offer to
exchange the Outstanding Notes for new notes (the "New Notes") issued by the Company on
the following improved terms at a ratio of 1:1:
·
Euro 14.625% Notes due on 2 January 2026
(XS2736390472)
·
USD 14.800% Notes due on 2 January 2026
(XS2736390712)
·
GBP 14.875% Notes due on 2 January 2026
(XS2736390985)
The Company is pleased to confirm
that it has now appointed The Bank of New York Mellon
("BNYM") as Exchange Agent
to coordinate the distribution of the Exchange, specifically to
liaise with the clearing systems and manage the implementation of
the Exchange.
Following the appointment of BNYM,
and in consideration of the time necessary to action the Exchange
in terms of processing the instructions of Noteholders wishing to
accept the Exchange, the Company has decided to extend the deadline
for completion of Exchange until March 8, 2024, with settlement of
the New Notes to thosNoteholders who have elected to accept the
Exchange expected to take place on or around March 15,
2024.
The Exchange has already attracted
strong support and it is the Company's expectation that a
significant proportion of Noteholders will elect to accept the
Exchange.
Noteholders are advised to check with any bank, securities broker,
custodian, or other intermediary through which they hold
the Notes when such intermediary
would need to receive instructions from a Noteholder in order for
that Noteholder to be able to participate in, or (in the limited
circumstances in which revocation is permitted) revoke their
instruction to participate in, the Exchange before the expiry of
the deadlines specified above.
Further updates will be provided
upon the conclusion of the Exchange.
CHF 10.00% Notes due on January
27, 2024
Zenith is pleased to confirm that
the 10.00% Notes due on January 27, 2024
(ISIN XS2108546818) have been repaid in full upon
maturity.
Further Information:
The technical instructions to
complete the Exchange are set out within the Exchange Offer
documentation which can be obtained from the contacts hereunder.
The Company is fully available to answer any questions and requests
for assistance in connection with the Exchange.
|
Zenith Energy Ltd
Andrea Cattaneo, Chief Executive Officer
|
Tel: +1 (587) 315 1279
E: info@zenithenergy.ca
|
DISCLAIMER
Each Noteholder is solely
responsible for making its own independent appraisal of all matters
as such Noteholder deems appropriate (including those relating to
the Exchange, the New Notes and the Company, the relevant Existing
Notes) and each Noteholder must make its own decision, based upon
its own judgement and having obtained advice from such financial,
accounting, legal and tax advisers as it may deem necessary, as to
whether to offer any or all of its Existing Notes for exchange
pursuant to the Exchange.
Before deciding on whether accept
the Exchange, Noteholders should carefully consider all of the
information contained in, and incorporated by reference into, the
EMTN Base Prospectus dated 16 March 2023, as supplemented
from time to time if necessary. They should seek advice from any
tax, accounting, financial and legal advisers they may deem
necessary. The EMTN Base Prospectus and its supplements are
available on the website of the Company.
Neither the Company or its
respective directors, employees or affiliates makes any
recommendation as to whether holders of Existing Notes should offer
any Existing Notes for exchange pursuant to the terms of Exchange
or refrain from doing so, and no one has been authorised by any of
them to make any such recommendation.
This announcement contains important
information which should be read carefully before any decision is
made with respect to the Exchange. If any Noteholder is in any
doubt as to the contents of this announcement or the action it
should take, it is recommended to seek its own financial and legal
advice, including in respect of any tax consequences, immediately
from its stockbroker, bank manager, solicitor, accountant or other
independent financial, tax or legal adviser.
Offer and Distribution Restrictions
This announcement does not
constitute an invitation to participate in the Exchange in any
jurisdiction in which, or to any person to or from whom, it is
unlawful to make such invitation or for there to be such
participation under applicable securities laws and regulations. The
distribution of this announcement in certain jurisdictions may be
restricted by law. Persons into whose possession either this
announcement comes are required by the Company to inform themselves
about, and to observe, any such restrictions.
No action has been or will be taken
in any jurisdiction by the Company in relation to the Exchange that
would permit a public offering of securities. The Exchange has been
prepared on the basis that the Exchange in any Member State of the
European Economic Area which has implemented the Prospectus
Directive (each, a "Relevant
Member State"), will be made pursuant to an exemption under
the Prospectus Directive, as implemented in that Relevant Member
State, from the requirement to publish a prospectus for any offer
of securities.
United States
Each Exchange is not being made and
will not be made, directly or indirectly, in or into, or by use of
the mail of, or by any means or instrumentality of interstate or
foreign commerce of, or of any facilities of a national securities
exchange of, the United States. This includes, but is not
limited to, facsimile transmission, electronic mail, telex,
telephone, and the internet. The Existing Notes may not be offered
in the Exchange by any such use, means, instrumentality or facility
from or within the United States or by persons located or
resident in the United States as defined in Regulation S
of the U.S. Securities Act of 1933, as amended (the
"Securities Act") or
to U.S. persons as defined in Regulation S of the
Securities Act (each a "U.S. Person"). Accordingly, copies
of this announcement and any other documents or materials relating
to each Exchange are not being, and must not be, directly or
indirectly, mailed or otherwise transmitted, distributed, or
forwarded (including, without limitation, by custodians, nominees,
or trustees) in or into the United
States or U.S. Persons. Any purported offer of
Existing Notes for exchange resulting directly or indirectly from a
violation of these restrictions will be invalid and any purported
offer of Existing Notes for exchange made by a person located
in the United States or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal
giving instructions from within the United States will be
invalid and will not be accepted.
This announcement is not an offer of
securities for sale in the United States or
to U.S. Persons. The Existing Notes and the New Notes may
not be offered or sold in the United States absent
registration under, or an exemption from the registration
requirements of, the Securities Act. The New Notes and the Existing
Notes have not been, and will not be, registered under the
Securities Act or the securities laws of any state or other
jurisdiction of the United States, and may not be offered,
sold or delivered, directly or indirectly, in the United
States or to, or for the account or benefit
of, U.S. Persons. The purpose of this announcement may
not be sent or given to a person in the United States or
otherwise to any person other than in an offshore transaction in
accordance with Regulation S under the Securities Act.
Each Noteholder participating in the
Exchange will represent that it is not a U.S. Person, and
it is not located in the United States and is not
participating in the Exchange from the United States or
it is acting on a non-discretionary basis for a principal located
outside the United States that is not giving an order to
participate in the Exchange from the United States.
"United States"
means the United States of America, its territories and
possessions, any state of the United States of
America and the District of Columbia.
United Kingdom
The communication by the Company of
this announcement and any other documents or materials relating to
the Exchange is not being made, and such documents and/or materials
have not been approved, by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000 (the
"FSMA"). Accordingly, such
documents and/or materials are not being distributed to, and must
not be passed on to, the general public in the United Kingdom.
The communication of such documents and/or materials is exempt from
the restriction on financial promotions under section 21 of the
FSMA on the basis that it is only directed at and may be
communicated to (1) those persons in the United
Kingdom falling within the definition of investment
professionals (as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") or those persons
who are existing members or creditors of the Company within Article
43 of the Order, and (2) to any other persons to whom these
documents and/or materials may lawfully be communicated.
France
Each Exchange is not being made,
directly or indirectly, to the public in France. Neither this
announcement nor any other documents or offering materials relating
to the Exchange have been or shall be distributed to the public
in Franceand only (i) providers of investment services
relating to portfolio management for the account of third parties
(personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de
tiers) and/or (ii) qualified investors (investisseurs qualifiés) acting for
their own account, all as defined in, and in accordance with,
Articles L.411-1, L.411-2 and D.411-1 of the
French Code Monétaire et
Financier, are eligible to participate in the Exchange. This
announcement has not been and will not be submitted for clearance
procedures (visa) of
the Autorité des marchés
financiers.
Italy
None of this announcement or any
other documents or materials relating to each Exchange, or the New
Notes have been or will be submitted to the clearance procedure of
the Commissione Nazionale
per le Società e la Borsa ("CONSOB") pursuant to Italian laws and
regulations.
Each Exchange is being carried out
in the Republic of Italy as an exempted offer pursuant to
article 101-bis, paragraph 3-bis of the Legislative Decree No. 58
of 24 February 1998, as amended (the "Financial Services Act") and article
35-bis, paragraph 4, of CONSOB Regulation No. 11971 of 14 May
1999, as amended (the "CONSOB
Regulation"). The Exchange is also being carried out in
compliance with article 35-bis, paragraph 7 of the CONSOB
Regulation.
Noteholders located in
the Republic of Italy or beneficial owners of the
Existing Notes can offer to exchange the Existing Notes pursuant to
the Exchange through authorised persons (such as investment firms,
banks or financial intermediaries permitted to conduct such
activities in the Republic of Italy in accordance with
the Financial Services Act, CONSOB Regulation No. 20307 of 15
February 2018, as amended from time to time, and Legislative Decree
No. 385 of September 1, 1993, as amended) and in compliance
with applicable laws and regulations or with requirements imposed
by CONSOB or any other Italian authority.
Each intermediary must comply with
the applicable laws and regulations concerning information
duties vis-à-vis its clients in
connection with the Existing Notes, the New Notes, or the
Exchange.
General
Neither this announcement nor the
electronic transmission thereof constitutes an offer to buy the New
Notes or the solicitation of an offer to sell the Existing Notes
and/or the New Notes and offers for the exchange of Existing Notes
for New Notes pursuant to the Exchange will not be accepted from
Noteholders in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities laws, blue sky laws or other laws require an exchange to
be made by a licensed broker or dealer or any of their respective
affiliates is such a licensed broker or dealer or similar in any
such jurisdiction, the Exchange shall be deemed to be made in such
jurisdictions by such affiliate, as the case may be, on behalf of
the Company in such jurisdiction.
No action has been or will be taken
in any jurisdiction by the Company that would permit a public
offering of the New Notes.
In addition to the representations
referred to above in respect of the United States, each
Noteholder participating in the Exchange will also be deemed to
give certain representations in respect of the other jurisdictions
referred to above. Any offer of Existing Notes for exchange
pursuant to each Exchange from a Noteholder that is unable to make
these representations will not be accepted.
The Company reserves the right, at
its sole and absolute discretion, to investigate, in relation to
any offer of Existing Notes for exchange pursuant to the Exchange
whether any such representation given by a Noteholder is correct
and, if such investigation is undertaken and, as a result, the
Company determines (for any reason) that such representation is not
correct, such offer may be rejected.
Notes to Editors:
Zenith Energy Ltd. is a revenue
generating, independent energy company with energy production,
exploration and development assets in North Africa, the US
and Europe. The Company is listed on the London Stock Exchange
Main Market (LSE: ZEN), the Euronext Growth of the Oslo Stock
Exchange (OSE: ZENA) and the Venture Market of the OTCQB (OTCQB:
ZENAF).
Zenith's strategic focus is on
pursuing development opportunities through the development of
proven revenue generating energy production assets, as well as
low-risk exploration activities in assets with existing
production.
For more information, please
visit: www.zenithenergy.ca
Twitter: @zenithenergyltd
LinkedIn: https://bit.ly/3A5PRJb
