Diversified Energy Regulatory News (DEC)

Name of Issuer

Diversified Energy Company plc

Transaction Details

The Company issued 128,444,000 new Ordinary Shares 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 "Acquisition"). 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 "Acquisition 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 Proceeds

Total gross proceeds from the Fundraising, amounted to US$163.0 million (approximately £134.9 million), US$156.4 million net of expenses (approximately £129.4 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.

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