DGOC.L Regulatory News (DGOC)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION ("RESTRICTED JURISDICTIONS").

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority (the "FCA") and not a prospectus and not an offer to sell, or a solicitation of an offer to subscribe for or to acquire, securities in any jurisdiction, including in or into the United States, Australia, Canada, Japan or South Africa.

13 May 2020

Diversified Gas & Oil PLC

("DGO" or the "Company")

Publication of Prospectus

Further to the announcement on 17 April 2020, Diversified Gas & Oil PLC (AIM: DGOC), the U.S. based owner and operator of natural gas, natural gas liquids, and oil wells as well as midstream assets, is pleased to confirm that its prospectus (the "Prospectus") has been approved by the Financial Conduct Authority (the "FCA") and published by the Company today, Wednesday, 13 May 2020, on its website at www.dgoc.com. The Prospectus relates to the admission of the Company's ordinary shares ("Shares") to the premium listing segment of the Official List of the FCA and to trading on the main market of the London Stock Exchange plc ("Admission").

It is expected that Admission will become effective and that dealings in the Company's shares on the main market under the ticker "DGOC" will commence at 8.00 a.m. BST on 18 May 2020. Trading in the Company's Shares on the AIM market of the London Stock Exchange plc will also be cancelled on 18 May 2020 with effect from 7.30 a.m. BST.

The Company is not raising any funds or issuing any new shares in connection with Admission. The Company's ISIN will remain GB00BYX7JT74 and its SEDOL number BYX7JT7 and will trade under the symbol "DGOC" on the London Stock Exchange plc. On Admission, the Company's issued share capital will be 707,085,502 shares.

A copy of the Prospectus is being submitted to the National Storage Mechanism and will be available for inspection (subject to securities laws) at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Stifel Nicolaus Europe Limited ("Stifel") is acting as sponsor and Latham & Watkins (London) LLP as UK legal advisor to the Company in relation to the Admission.

Important legal information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any solicitation to purchase or subscribe for or otherwise acquire or dispose of, any securities in any jurisdiction. The information in this announcement does not purport to be full or complete and is subject to change without notice.

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This announcement does not purport to give legal, tax or financial advice. Nothing contained herein shall form the basis of or be relied upon in connection with, or act as an inducement to enter into, any investment activity.

This announcement is not an offer of securities for sale in 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"), or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward looking statements speak only as of the date they are made.

Save as required by law, the Company expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. Neither the Company nor any of its parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such persons' respective partners, directors, officers, employees, agents, affiliates, advisers or agents is under an obligation to update, revise or keep current the information contained in this announcement and the information in this announcement is subject to change without notice.

This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Stifel or by any of its affiliates, directors, officers, employees, advisers or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Stifel is authorised and regulated in the United Kingdom by the FCA. Stifel is acting exclusively the Company and is acting for no-one else in connection with Admission, this announcement or any other matters referred to in this announcement, and will not regard any other person as its client in relation to Admission or any other matters referred to in this announcement. Stifel will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to Admission or any other matter referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Stifel under the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Stifel nor any of its affiliates, directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, nor make any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by the Company, or on the Company's behalf, or by or on behalf of Stifel in connection with the Company or Admission and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. To the fullest extent permitted by law, Stifel and its affiliates, directors, officers, employees, advisers or agents disclaim all and any duty, liability or responsibility whatsoever, whether direct or indirect and whether in contract, in tort, under statute or otherwise (save as referred to above), which it might otherwise have in respect of this announcement or any such statement.

Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future.

No statement in this announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

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.