Energean Oil & Gas Regulatory News (ENOG)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT WOULD BE UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

This announcement is an advertisement for the purposes of the Prospectus Rules of the Financial Conduct Authority ("FCA") and is not a prospectus or an offer of securities for sale in any jurisdiction, including in or into the United States, Australia, Canada, Japan or South Africa, or any jurisdiction where such an offer would be unlawful.

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus"), published by Energean Oil & Gas plc ("Energean" or the "Company" and, together with its subsidiaries and subsidiary undertakings, the "Group") in connection with the admission of its ordinary shares (the "Shares") to the premium listing segment of the Official List of the FCA and to trading on the London Stock Exchange plc's main market for listed securities (the "London Stock Exchange"). A copy of the Prospectus is available for inspection from the Group's website at www.Energean.com and from Energean's registered office at 21 Gloucester Place, London, W1U 8HR, United Kingdom.

For immediate release

21 March 2018

Energean Oil & Gas plc

Admission to Trading on the London Stock Exchange and Total Voting Rights

Further to the announcement on 16 March 2018 regarding the offer price of its initial public offering (the "Global Offer"), Energean is pleased to announce that its entire ordinary share capital, consisting of 152,823,238 ordinary shares, has been admitted to the premium listing segment of the Official List of the UK Financial Conduct Authority and to trading on the main market of the London Stock Exchange at 08:00 a.m. this morning under the ticker "ENOG".

Upon Admission, the total number of voting rights in the Company is 152,823,238 and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules of the FCA.

Further information about the Company is available on its website at www.energean.com 

Enquiries

IMPORTANT NOTICE

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is an advertisement for the purposes of the Prospectus Rules of the FCA and not a prospectus. Investors should not subscribe for or purchase any securities referred to in this announcement, rather any subscription or purchase of Shares pursuant to the Global Offer should be made solely on the basis of the information contained in the Prospectus issued by the Company in connection with the Global Offer and Admission.

This announcement has not been approved by any competent regulatory authority.

Neither this announcement nor the information contained in it is for publication, distribution or release, directly or indirectly, in or into the United States of America, Australia, Canada, Japan, South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. The Global Offer and the distribution of this announcement and any other information in connection with Admission and the Global Offer may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes, should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, Shares to any person in the United States of America, Australia, Canada, Japan, South Africa, or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Shares referred to herein may not be offered, sold, resold, pledged, delivered or transferred, directly or indirectly, into or within the United States unless registered under the US Securities Act of 1933, as amended (the "Securities Act") or offered in a transaction exempt from, or 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. The offer and sale of Shares referred to herein has not been and will not be registered under the Securities Act, the laws of any state in the United States of America or the applicable securities laws of Australia, Canada, Japan or South Africa. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in the United States of America, Australia, Canada, Japan, South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. The Company does not intend to register any part of the Global Offer in the United States of America and there will be no public offer of the Shares in the United States of America, Australia, Canada, Japan, South Africa or elsewhere. Copies of this announcement are not being, and may not be, distributed, forwarded or otherwise sent, directly or indirectly, in or into the United States of America.

In member states of the European Economic Area ("EEA") (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed only at persons who are "qualified investors" within the meaning of Article 2(1)(e) of European Union Directive 2003/71/EC, as amended (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and any relevant implementing measure in each Relevant Member State (the "Prospectus Directive"), and related implementation measures in Member States ("Qualified Investors").

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. These forward-looking statements include all matters that are not historical facts and involve predictions. Forward-looking statements may and often do differ materially from actual results. In addition, even if results or developments are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. 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 Group's business, results of operations, financial position, liquidity, prospects, growth or strategies and the industry in which it operates. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. Each of Citigroup Global Markets Limited, Morgan Stanley & Co. International plc, Stifel Nicolaus Europe Limited, RBC Europe Limited, Poalim IBI Underwriting & Issuing LTD, Natixis, Société Générale (together, the "Banks"), N. M. Rothschild & Sons Limited (the "Financial Adviser"), the Company and each of their respective affiliates 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. The distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the Global Offer or any transaction or arrangement referred to herein.

Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Global Offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Global Offer for the person concerned. Past performance cannot be relied upon as a guide to future performance.

Citigroup Global Markets Limited, Morgan Stanley & Co. International plc and RBC Europe Limited, each of which is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the FCA and the PRA in the United Kingdom, N. M. Rothschild & Sons Limited and Stifel Nicolaus Europe Limited, each of which is authorised and regulated by the FCA in the United Kingdom, Natixis and Société Générale, each of which is authorised and supervised by the European Central Bank ("ECB") and the Autorité de Contrôle Prudentiel et de Résolution (the French Prudential Control and Resolution Authority) ("ACPR") and regulated by the Autorité des Marchés Financiers (the French financial markets regulator) ("AMF") and Poalim IBI Underwriting & Issuing LTD, are acting exclusively for the Company and no-one else in connection with the Global Offer and will not regard any other person as a client in relation to the Global Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the Global Offer, the contents of this announcement or any other transaction, arrangement or other matter referred to herein. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating any potential investment opportunity.

In connection with the Global Offer of the Shares, the Banks and any of their affiliates, may take up a portion of the Shares in the Global Offer as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Global Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Banks and any of their affiliates acting in such capacity. In addition the Banks and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Banks and any of their affiliates may from time to time acquire, hold or dispose of Shares. The Banks do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Banks or the Financial Adviser or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, the Shares or the Global Offer, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Each of the Banks and the Financial Adviser and each of their respective affiliates accordingly disclaim, to the fullest extent permitted by applicable law, all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise be found to have in respect of this announcement or any such statement.

There is no over-allotment option and there will be no stabilisation in connection with the Global Offer.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Global Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.