Update to Bondholders
NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT CONSTITUTES AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND, SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (“RESTRICTED JURISDICTION”).
For immediate release
19 December 2016
Diversified Gas & Oil plc
(“DGO”, the “Company” or the “Group”)
Update to Bondholders
Further to the announcement made on 8 November 2016, Diversified Gas & Oil PLC, a US based gas and oil producer, made the following offers to bondholders of the Company (“Bondholders”), conditional on the Company’s proposed admission to the AIM Market of the London Stock Exchange (“Admission”).
The Company has made an offer to all Bondholders (other than Bondholders in the United States) to buy back and cancel all Bonds in issue. As set out in the offer to Bondholders the consideration is to be satisfied by the allotment to Bondholders of new ordinary shares of the Company at a discount of 20% to the placing price at the time of Admission (the “Buyback Share Offer”). The Company has also made an alternative offer to Bondholders for the Company to repurchase the Bonds for cash at a price of £1.05 per Bond (the “Cash Alternative Offer”, together the “Offers”).
Bondholders could elect to accept (i) the Buyback Share Offer (if located outside of the United States) in respect of all of their Bonds or (ii) the Cash Alternative Offer in respect of all of their Bonds. If a Bondholder did not accept either the Buyback Share Offer or the Cash Alternative Offer in respect of all of their Bonds, the Company is not be obliged to redeem any of that Bondholders Bonds outstanding until the final redemption date being 24 June 2020. Any Bonds outstanding following the Offers will be de-listed from ISDX upon Admission and no alternative arrangements for dealing or trading in the Bonds will be arranged by the Company.
The offer letter, dated 16 November 2016 stated that Admission was expected to be on or after 6 December 2016. The Company has announced subsequently that Admission has been deferred to January 2017. Under the terms of the Buyback Share Offer and the Cash Alternative Offer, Bondholders would not receive interest coupon payments for the period from 1 October 2016 up to the date of repurchase of the Bonds or thereafter. The Company confirms that Bondholders who have accepted either of the Offers, as set out above, will now receive interest coupon payments for the period from 1 October 2016 to 31 December 2016. However no interest will be paid to Bondholders who have accepted either of the Offers, in respect of future periods from 1 January 2017.
As at the date of this announcement, the Company has received acceptances for the Cash Alternative Offer representing approximately 74 per cent. of the Bonds and acceptances for the Buyback Share Offer representing approximately 1 per cent. of the Bonds, both conditional on Admission. The Company confirms that the closing date for receipt of acceptances under the Offers has been extended to 13 January 2017.
As at the date of this announcement, Robert Post and Rusty Hutson Jr. each hold £216,000 of Bonds. Conditional on Admission, both Robert Post and Rusty Hutson have accepted the Cash Alternative Offer described above, in relation to all of their Bonds.
A further announcement will be made when appropriate.
The Directors of Diversified Gas & Oil PLC accept responsibility for this announcement.
Diversified Gas & Oil PLC
Rusty Hutson, Chief Executive Officer
Brad Gray, Finance Director
+ 1 (205) 408 0909
ISDX Corporate Adviser:
Alexander David Securities Limited
David Scott – Corporate Finance
James Dewhurst – Corporate Broking
Telephone : +44 (0) 207 448 9820
Smith & Williamson Corporate Finance Limited (Nominated Adviser & Joint Broker)
+44 20 7131 4000
Mirabaud Securities LLP (Lead Broker)
+44 20 7878 3362
Buchanan (Financial Public Relations)
+44 20 7466 5000
This announcement contains forward looking statements, which have been made after due and careful enquiry and are based on the Directors’ current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as “targets”, “believes”, “expects”, “aims”, “intends”, “plans”, “will”, “may”, “anticipates”, “would”, “could” or similar expressions or the negative thereof. The Board believes that the expectations reflected in these statements are reasonable, but they may be affected by a number of variables which could cause actual results or trends to differ materially. These forward-looking statements speak only as of the date of this announcement. Save as required by law, each of the Group and Smith & Williamson expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group’s expectations with regard thereto, any new information or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by law or any appropriate regulatory authority. Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward looking statements.
Prior to making an investment decision in respect of the Ordinary Shares, prospective investors should consider carefully all of the information within the Admission Document. The Board believes the risks set out therein to be the most significant for potential investors. However, the risks listed do not necessarily comprise all those associated with an investment in the Company. In particular, the Group’s performance may be affected by changes in market or economic conditions and in legal, regulatory and/or tax requirements.
Neither the contents of the Company’s website nor the contents of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into, or forms part of, this announcement.
This announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.
The content of this announcement has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 (as amended) (“FSMA”).
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America (“United States” or “US”). This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
This announcement is not for release, publication or distribution, directly or indirectly, in or into a Restricted Jurisdiction. This announcement and the information contained herein are not for release, publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. This announcement has been issued by and is the sole responsibility of the Company.
Smith & Williamson Corporate Finance Limited (“Smith & Williamson”) is acting as nominated adviser and joint broker to the Company and Mirabaud Securities LLP (“Mirabaud”) is acting as joint broker and no one else in connection with the proposed placing and admission to AIM (“Admission”) and neither Smith & Williamson nor Mirabaud will regard any other person (whether or not a recipient of this announcement) as its client in relation to Admission nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to Admission. Apart from the responsibilities and liabilities, if any, which may be imposed on Smith & Williamson or Mirabaud by FSMA or the regulatory regime established thereunder, neither Smith & Williamson nor Mirabaud accepts any responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this announcement respect, whether as to the past or the future. Smith & Williamson and Mirabaud accordingly disclaim all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of Admission or contents of this announcement or any such statement.