4 Jul 2018 10:12
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") | ||||||||||||||||||
COMPANY NAME: | ||||||||||||||||||
Diversified Gas & Oil PLC
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : | ||||||||||||||||||
Registered Office:
27/28 Eastcastle Street London W1W 8DH United Kingdom
Head Office:
1100 Corporate Drive Birmingham Alabama 35242 USA
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COUNTRY OF INCORPORATION: | ||||||||||||||||||
England & Wales
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: | ||||||||||||||||||
http://www.dgoc.com/
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COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: | ||||||||||||||||||
Diversified Gas & Oil PLC ("DGO" or the "Company") owns and operates over 40,000 producing wells in the Appalachian Basin in the northeastern United States. The Company has grown rapidly over the last few years, capitalising upon opportunities to acquire conventional, gas and oil producing assets from larger US exploration and production companies which are today focused increasingly upon the opportunities from unconventional shale production.
The Board announced on 14 June 2018 that the Company had entered into a non-binding letter of intent to acquire all of the issued and outstanding membership interests of two entities, Diversified Southern Production and Diversified Southern Midstream which will own certain producing gas, NGL and oil assets located in the states of Kentucky, West Virginia and Virginia, comprising approximately 11,250 producing wells. (the "EQT Acquisition"). The EQT Acquisition will be funded by a combination of: (i) an amended debt facility of up to US$1 billion; and (ii) the placing by the Company of 195,330,000 new ordinary shares in the Company (the "Placing"). The Placing will raise net proceeds of $238.8 million.
In view of the size of the EQT Acquisition relative to the Company, the Acquisition constitutes a reverse takeover of DGO under Rule 14 of the AIM Rules for Companies.
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DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares): | ||||||||||||||||||
Number of Ordinary Shares to be admitted:
Existing Ordinary Shares - 311,476,087 Placing Shares - 195,330,000 Total - 506,806,087
Nominal value of Ordinary Shares to be admitted: £0.01
Placing Price of Ordinary Shares to be admitted: 97 pence
All of Diversified Gas & Oil PLC's AIM securities will be freely transferable
No ordinary shares will be held as treasury shares on Admission to AIM
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CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: | ||||||||||||||||||
Capital to be raised on admission (proceeds of the Placing): US$250.0 million (£189.5 million)
Anticipated market capitalisation on admission: US$648.7 million (£491.6 million)
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: | ||||||||||||||||||
20.9%
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DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED: | ||||||||||||||||||
N/A
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FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known): | ||||||||||||||||||
Robert Marshall Post, Non-executive Chairman
Robert "Rusty" Russell Hutson Jr., Chief Executive Officer
Bradley Grafton Gray, Finance Director & US Chief Operating Officer
David Edward Johnson, Senior Independent Non-executive Director
Martin Keith Thomas, Independent Non-executive Director
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FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known): | ||||||||||||||||||
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: | ||||||||||||||||||
N/A
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(i) ANTICIPATED ACCOUNTING REFERENCE DATE (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: | ||||||||||||||||||
(i) 31 December
(ii) 31 December 2017
(iii) 30 September 2018, 30 June 2019, 30 September 2019
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EXPECTED ADMISSION DATE: | ||||||||||||||||||
17 July 2018
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NAME AND ADDRESS OF NOMINATED ADVISER: | ||||||||||||||||||
Smith & Williamson Corporate Finance Limited 25 Moorgate London EC2R 6AY
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NAME AND ADDRESS OF BROKER: | ||||||||||||||||||
Mirabaud Securities Limited 10 Bressenden Place London SW1E 5DH
Stifel Nicolaus Europe Limited 150 Cheapside London EC2V 6ET
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THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY | ||||||||||||||||||
QCA Corporate Governance Code
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OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: | ||||||||||||||||||
A copy of the Company's admission document, which contains full details about the applicant and the admission of its securities is available from the Company's website at http://www.dgoc.com/ and is also available from the address included below.
Smith & Williamson Corporate Finance Limited 25 Moorgate London EC2R 6AY
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DATE OF NOTIFICATION: | ||||||||||||||||||
4 July 2018
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NEW/ UPDATE: | ||||||||||||||||||
NEW
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