Diversified Energy Company PLC Fundraising Post Transaction Report
February 17 2023 - 2:00AM
RNS Non-Regulatory
TIDMDEC
Diversified Energy Company PLC
17 February 2023
17 February 2023
Diversified Energy Company PLC
("Diversified" or the "Company")
Fundraising Post Transaction Report
In accordance with the Statement of Principles (November 2022)
published by the Pre-Emption Group, Diversified Energy Company PLC
(LSE: DEC), announces the following post transaction report in
connection with the Company's issue of equity securities for cash
other than on a pre-emptive basis, as announced on 8 February
2023.
Name of Issuer Diversified Energy Company plc
Transaction The Company issued 128,444,000 new Ordinary Shares
Details in total (126,737,763 Placing Shares, 1,706,237
Retail Offer Shares), representing 15.2% of the
Company's ordinary share capital as of 9 February
2023 and is being settled in two tranches.
Settlement and admission of 84,212,278 Ordinary
Shares (the "Firm Shares") (including 83,093,610
Placing Shares and 1,118,668 Retail Offer Shares),
representing 9.99% of the Company's ordinary share
capital as of 9 February 2023, completed at 8.00
am on 14 February 2023. The remaining 44,231,722
shares (the "Conditional Shares") are subject
to shareholder approval at a General Meeting expected
to be held on or around 27 February 2023. Upon
approval of the resolutions for the allotment
and issue of the Conditional Shares on a non-pre-emptive
basis at the General Meeting, settlement and admission
of the Conditional Shares is expected to take
place at 8.00 am on 28 February 2023.
----------------------------------------------------------
Use of Proceeds The Company announced on 8 February 2023 that
it had entered into a purchase agreement to acquire
certain upstream assets and related infrastructure
in its Central Region from Tanos Energy Holdings
II LLC ("Tanos", and such acquisition, the "Acquisi
tion"). The Acquisition is expected to close on
1 March 2023.
Subject to completion, the Company will use the
net proceeds from the Fundraising to partially
fund the US$250million consideration (the "Acquisi
tion Consideration") pursuant to the Acquisition.
The remainder of the Acquisition Consideration
will be funded from undrawn funds available from
the Company's existing Revolving Credit Facility.
The Fundraising is not conditional on the completion
of the Acquisition.
Should the Acquisition not complete, the Company
will determine the most appropriate use of the
net proceeds, including potentially investing
in other acquisition opportunities aligned with
its stated strategy.
----------------------------------------------------------
Quantum of Total gross proceeds from the Fundraising, amounted
Proceeds to US$163.0 million (approximately GBP134.9 million),
US$156.4 million net of expenses (approximately
GBP129.4 million net of expenses).
----------------------------------------------------------
Discount The Fundraising was completed at a price of 105
pence per share, representing a 5.2 per cent discount
from the closing mid-market price on 8 February
2023.
----------------------------------------------------------
Allocations Soft pre-emption has been adhered to in the allocations
process, where possible. Management was involved
in the allocations process, which has been carried
out in compliance with the MIFID II Allocation
requirements. Allocations made outside of soft
pre-emption were preferentially directed towards
existing shareholders in excess of their pro rata,
and wall-crossed accounts.
----------------------------------------------------------
Consultation The joint global coordinators and Bookrunners
undertook a pre-launch wall-crossing process,
including consultation with major shareholders,
to the extent reasonably practicable and permitted
by law.
----------------------------------------------------------
Retail Investors The Fundraising included a Retail Offer, for a
total of 1,706,237 Retail Offer Shares via REX.
Retail investors, who participated in the Retail
Offer, were able to do so at the same Issue Price
as all other investors participating in the Fundraising.
The Retail Offer was made available only to existing
shareholders of the Company in the UK, via REX
through certain financial intermediaries, in keeping
with the principle of soft pre-emption.
----------------------------------------------------------
Capitalised terms not otherwise defined in the text of this
Announcement have the meanings given in the Company's Results of
Fundraising announcement dated 9 February 2023 ().
Diversified Energy Company PLC
Doug Kris, Vice President, Investor Relations
https://www.div.energy/ + 1 (973) 856 2757
Stifel Nicolaus Europe Limited
(Joint Global Coordinator, Joint Broker)
Callum Stewart
Jason Grossman
Simon Mensley
Ashton Clanfield +44 (0)20 7710 7600
Tennyson Securities
(Joint Global Coordinator, Joint Broker)
Peter Krens
Edward Haig-Thomas +44 (0)20 7186 9033
Peel Hunt LLP
(Joint Global Coordinator, Joint Broker)
Richard Crichton
David McKeown
Georgia Langoulant
Sohail Akbar +44 (0)20 7418 8900
FTI Consulting
(Financial Public Relations)
Ben Brewerton
Sara Powell +44 (0)20 3727 1000
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