Energean Oil & Gas Regulatory News (ENOG)

Not for publication, distribution or release directly or indirectly, in whole or in part, in or into the United States, Australia, Canada or Japan or South Africa or in any other jurisdiction in which offers or sales would be prohibited by applicable law.

This announcement is not an offer to sell or a solicitation to buy securities in any jurisdiction, including the United States, Australia, Canada, Japan or South Africa. 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.

This announcement contains inside information.

Completion of secondary placing of shares in Energean plc

Third Point Hellenic Recovery Fund L.P. (the "Seller"), announces that it has sold an aggregate of 12.0 million ordinary shares (the "Placing Shares") in Energean plc (the "Company"), representing approximately 6.8 per cent. of the Company's existing issued ordinary share capital at a price of 870 pence per share (the "Placing") raising aggregate gross proceeds of £104.4 million. Stifel Nicolaus Europe Limited ("Stifel") and Peel Hunt LLP ("Peel Hunt") acted as bookrunners (the "Joint Bookrunners").

Following settlement of the Placing, which is expected to take place on 15 March 2021, the Seller will hold approximately 9.6 per cent. of the Company's issued share capital. The Seller has agreed that it will not, for a period of 90 days following the completion of the Placing, offer, sell or otherwise transfer any shares from its remaining shareholding in the Company without the consent of Stifel and Peel Hunt (subject to customary exceptions and waiver by the Joint Bookrunners).

Enquiries:

The contents of this announcement have been prepared by and are the sole responsibility of Third Point Hellenic Recovery Fund L.P..

The distribution of this announcement and the offer and sale of the Placing Shares in certain jurisdictions may be restricted by law. The Placing Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Placing Shares in such jurisdiction. No action has been taken by the Seller, Stifel and Peel Hunt or any of their respective affiliates that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and dependencies, any State of the United States and the District of Columbia), Australia, Canada, South Africa or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this 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. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

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"), and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Neither this document nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction.

No offer and sale of Placing Shares is or will be made in Canada, except to persons who are: (a) an "accredited investor" within the meaning of Section 1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") of the Canadian Securities Administrators or subsection 73.3(1) of the Securities Act (Ontario) (the "OSA"), as applicable, and is either purchasing the Placing Shares as principal for its own account, or is deemed to be purchasing the Placing Shares as principal for its own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (b) such person was not created or used solely to purchase or hold the Placing Shares as an accredited investor under NI 45-106; (c) a "permitted client" within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations ("NI 31-103") of the Canadian Securities Administrators; and (d) entitled under applicable Canadian securities laws to purchase the Placing Shares without the benefit of a prospectus under such securities laws.

In member states of the European Economic Area ("EEA"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) ("Qualified Investors"). In the United Kingdom this announcement is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented, and (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). This document is directed only at Qualified Investors in member states of the EEA and Relevant Persons in the United Kingdom and must not be acted on or relied on by persons in member states of the EEA who are not Qualified Investors and by persons in the United Kingdom who are not Relevant Persons. In the United Kingdom, any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

In connection with the Placing, Stifel and Peel Hunt and any of their respective affiliates acting as an investor for its own account may take up as a proprietary position any Placing Shares and in that capacity may retain, purchase or sell for their own account such Placing Shares and other securities of Energean plc or related investments in connection with the Placing or otherwise. Accordingly, references in this announcement to the Placing Shares being sold, 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, any of the Joint Bookrunners and any of their affiliates acting in such capacity. In addition the Joint Bookrunners and any of their affiliates may enter into financing arrangements and swaps and contracts for differences with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. Stifel and Peel Hunt do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

A communication that a transaction is or that the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by the Joint Bookrunners. The Joint Bookrunners reserve the right to take up a portion of the securities in the offering as a principal position at any stage at their sole discretion, inter alia, to take account of the objectives of the seller, MiFID II requirements (or such requirements as they form part of UK law) and in accordance with allocation policies.

None of the Joint Bookrunners or any of their or their affiliates' 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 Seller, the Company or, their respective subsidiaries or associated companies, 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.

Stifel Nicolaus Europe Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Peel Hunt LLP is authorised and regulated by the Financial Conduct Authority in the United Kingdom Stifel and Peel Hunt are acting on behalf of the Seller and no one else in connection with the Placing and will not be responsible to any other person for providing the protections afforded to any of their clients or for providing advice in relation to any offering of the Placing Shares. Stifel and Peel Hunt will not regard any other person as their client in relation to the Placing.

This document includes 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 "intends", "expects", "will", or "may", 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. Any forward-looking statements are subject to risks relating to future events and assumptions relating to the Company's business, in particular from changes in political conditions, economic conditions, evolving business strategy, or the oil and gas industry. No assurances can be given that the forward-looking statements in this document will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise.