NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN
AND THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET
ABUSE REGULATION (EU NO. 596/2014).
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF
NEW ORDINARY SHARES. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE,
SELL OR OTHERWISE DISPOSE OF ANY NEW ORDINARY SHARES MUST BE MADE ONLY ON THE
BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE
PROSPECTUS ONCE PUBLISHED. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION,
BE AVAILABLE FROM THE REGISTERED OFFICE OF ENQUEST PLC AND ON ITS WEBSITE AT
WWW.ENQUEST.COM.
EnQuest PLC, 14 October 2016
Announcement of Publication of Prospectus
Further to the Placing and Open Offer Announcement and Results of Placing
Announcement made by the Company on 13 October 2016 ("the Placing and Open Offer
Announcements"), the Company is pleased to announce that the Prospectus in
respect of the proposed capital raise by way of a Placing and Open Offer has
been approved by the UK Listing Authority and published.
Defined terms in this announcement shall have the meaning ascribed to them in
the Placing and Open Offer Announcements unless otherwise specified.
A copy of the Prospectus will be submitted to the National Storage Mechanism and
will shortly be available for inspection at: http://www.Hemscott.com/nsm.do.
Copies of the Prospectus will also be available on the Company's website at:
http://www.EnQuest.com and from the registered office of EnQuest: Cunard House,
15 Regent St, London SW1Y 4LR.
Enquiries:
EnQuest Tel: +44
PLC (0)20 7925
Amjad Bseisu (Chief Executive) 4900
Jonathan Swinney (Chief Financial Officer)
Michael Waring (Head of Communications & Investor Relations)
Sponsor and Joint Bookrunner J.P. Morgan Tel: +44
Cazenove (0)20 7742
Barry Weir 4000
Jamie Riddell
Charlie Pretzlik
Joint Bookrunner Bank of America Merrill Tel: +44
Lynch (0)20 7628
Julian Mylchreest 1000
Richard Abel
Daniel Norman
IMPORTANT NOTICE
Shareholders should note that the Open Offer is not a rights issue. Qualifying
CREST Shareholders should note that the Open Offer Entitlements will not be
tradeable or listed and that, although the Open Offer Entitlements will be
admitted to CREST and be enabled for settlement, applications in respect of
entitlements under the Open Offer may only be made by the Qualifying Shareholder
originally entitled or by a person entitled by virtue of a bona fide market
claim raised by Euroclear's Claims Processing Unit. Qualifying Non-CREST
Shareholders should note that the Application Form is not a negotiable document
and cannot be traded. Qualifying Swedish Shareholders should note that they will
not receive Open Offer Entitlements and Qualifying Swedish Directly Registered
Shareholders should note that neither the Pre-Printed Issue Account Statement or
the Swedish Application Form is a negotiable document and that neither of them
can be traded. Any trading in the Pre-Printed Issue Account Statement or the
Swedish Application Form will be void and any acquirer thereof will have no
rights thereunder.
Qualifying Shareholders should be aware that in the Open Offer, unlike in a
rights issue, any Open Offer Shares not applied for will not be sold in the
market or placed for the benefit of Qualifying Shareholders who do not apply
under the Open Offer, but will be subscribed for under the Placing with the net
proceeds retained for the benefit of the Company and Qualifying Shareholders who
do not apply to take up their Open Offer Entitlements will have no rights under
the Open Offer to receive any proceeds from it.
This announcement has been issued by and is the sole responsibility of EnQuest.
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may or should be
placed by any person for any purpose whatsoever on the information contained in
this announcement or on its accuracy or completeness. The information in this
announcement is subject to change.
This announcement is not a prospectus but an advertisement and investors should
not make any decision to purchase, subscribe for, otherwise acquire, sell or
otherwise dispose of any New Ordinary Shares referred to in this announcement
except on the basis of the information contained in the Prospectus to be
published by EnQuest in connection with the Placing and Open Offer.
A copy of the Prospectus will, following publication, be available from the
registered office of EnQuest and on EnQuest's website at www.EnQuest.com. The
Prospectus is not, subject to certain exceptions, available (through the website
or otherwise) to Shareholders and prospective investors in the United States,
Australia, Canada, Japan and the Republic of South Africa (each an "Excluded
Territory"). Neither the content of EnQuest's website nor any website accessible
by hyperlinks on EnQuest's website is incorporated in, or forms part of, this
announcement. The Prospectus will provide further details of the New Ordinary
Shares being offered pursuant to the Placing and Open Offer.
This announcement does not contain or constitute an offer to sell or the
solicitation of an offer to purchase securities to any person with a registered
address in, or who is resident in, any Excluded Territory or in any jurisdiction
in which such an offer or solicitation is unlawful. None of the securities
referred to herein have been or will be registered under the relevant laws of
any state, province or territory in any Excluded Territory. Subject to certain
limited exceptions, none of these materials will be released, published,
distributed or forwarded in or into any Excluded Territory.
This announcement does not contain or constitute an offer for sale or the
solicitation of an offer to purchase securities in the United States. The New
Ordinary Shares have not been and will not be registered under the Securities
Act or under any securities laws of any state or other jurisdiction of the
United States and may not be offered, sold, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, within 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. There will be no public offer of the New Ordinary Shares in the
United States.
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 or
subscribe for, or any solicitation to purchase or subscribe for, any securities
in any jurisdiction. No offer or invitation to purchase or subscribe for, or any
solicitation to purchase or subscribe for, any securities will be made in any
jurisdiction in which such an offer or solicitation is unlawful. The information
contained in this announcement is not for release, publication or distribution
to persons in the United States or any other Excluded Territory, and should not
be distributed, forwarded to or transmitted in or into any jurisdiction, where
to do so might constitute a violation of local securities laws or regulations.
This announcement has been prepared in accordance with English law, the EU
Market Abuse Regulation and the Disclosure Guidance Rules and Transparency Rules
of the Financial Conduct Authority and information disclosed may not be the same
as that which would have been prepared in accordance with the laws of
jurisdictions outside England.
The distribution of this announcement into jurisdictions other than the United
Kingdom and Sweden may be restricted by law, and, therefore, persons into whose
possession this announcement comes should inform themselves about and observe
any such restrictions. Any failure to comply with any such restrictions may
constitute a violation of the securities laws of such jurisdiction. In
particular, subject to certain exceptions, this announcement, the Prospectus
(once published) and the Application Forms should not be distributed, forwarded
to or transmitted in or into the United States or any other Excluded Territory.
Recipients of this announcement and/ or the Prospectus should conduct their own
investigation, evaluation and analysis of the business, data and property
described in this announcement and/or if and when published the Prospectus.
This announcement does not constitute a recommendation concerning any investor's
options with respect to the Placing and Open Offer. The price and value of
securities can go down as well as up. Past performance is not a guide to future
performance. The contents of this announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective investor should
consult his, her or its own legal adviser, business adviser, financial adviser
or tax adviser for legal, financial, business or tax advice.
Notice to all investors
J.P. Morgan Securities plc (which conducts its UK investment banking services as
"J.P. Morgan Cazenove") and Merrill Lynch International ("BofA Merrill Lynch")
are each authorised by the Prudential Regulation Authority and regulated in the
United Kingdom by the Financial Conduct Authority and the Prudential Regulation
Authority. J.P. Morgan Cazenove and BofA Merrill Lynch are acting for EnQuest
and are acting for no one else in connection with the Placing and Open Offer and
will not regard any other person as a client in relation to the Placing and Open
Offer and will not be responsible to anyone other than EnQuest for providing the
protections afforded to their respective clients, nor for providing advice in
connection with the Placing and Open Offer or any other matter, transaction or
arrangement referred to herein.
Apart from the responsibilities and liabilities, if any, which may be imposed
upon J.P. Morgan Cazenove and BofA Merrill Lynch by the FSMA, J.P. Morgan
Cazenove and/or BofA Merrill Lynch do not accept any responsibility or liability
whatsoever and make no representation or warranty, express or implied, for the
contents of this announcement, including its accuracy, fairness, sufficiency,
completeness or verification or for any other statement made or purported to be
made by it, or on its behalf, in connection with EnQuest or the New Ordinary
Shares or the Placing and Open Offer or the Restructuring 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. Each of J.P. Morgan Cazenove and BofA
Merrill Lynch accordingly disclaims to the fullest extent permitted by law all
and any responsibility and liability whether arising in tort, contract or
otherwise (save as referred to above) which it might otherwise have in respect
of this announcement or any such statement. Each of J.P. Morgan Cazenove and
BofA Merrill Lynch and/or their respective affiliates have from time to time
engaged in, and may in future engage in, various commercial banking, investment
banking and financial advisory transactions and services in the ordinary course
of their business with EnQuest. They have received and will receive customary
fees and commissions for these transactions and services. In addition, an
affiliate of BofA Merrill Lynch and an affiliate of J.P. Morgan Cazenove are
lenders under EnQuest's senior secured revolving credit facility and each such
affiliate may have performed its own credit analysis on the Company. EnQuest
does not intend to use proceeds from the Placing and Open Offer to repay bank
debt.
No person has been authorised to give any information or to make any
representations other than those contained in this announcement and the
Prospectus and, if given or made, such information or representations must not
be relied on as having been authorised by EnQuest or J.P. Morgan Cazenove or
BofA Merrill Lynch. Subject to the Listing Rules, the Prospectus Rules and the
Disclosure Guidance and Transparency Rules of the Financial Conduct Authority,
the issue of this announcement shall not, in any circumstances, create any
implication that there has been no change in the affairs of EnQuest since the
date of this announcement or that the information in it is correct as at any
subsequent date.
Cautionary statement regarding forward-looking statements
This announcement may contain certain forward-looking statements, beliefs or
opinions, with respect to the financial condition, results of operations and
business of EnQuest and the Group.
This announcement includes statements that are, or may be deemed to be, "forward
-looking statements". The words "believe," "estimate," "target," "anticipate,"
"expect," "could," "would," "intend," "aim," "plan," "predict," "continue,"
"assume," "positioned," "may," "will," "should," "shall," "risk" their negatives
and other similar expressions that are predictions of or indicate future events
and future trends identify forward-looking statements. An investor should not
place undue reliance on forward-looking statements because they involve known
and unknown risks, uncertainties and other factors that are in many cases beyond
the Company's or the Group's control. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future. The Company
cautions investors that forward-looking statements are not guarantees of future
performance and that its actual results of operations and financial condition,
and the development of the industry in which it operates, may differ materially
from those made in or suggested by the forward-looking statements contained in
this announcement and/or information incorporated by reference into this
announcement. In addition, even if the Company's or the Group's results of
operation, financial position and growth, and the development of the markets and
the industry in which the Group operates, are consistent with the forward
-looking statements contained in this announcement, these results or
developments may not be indicative of results or developments in subsequent
periods. The cautionary statements set forth above should be considered in
connection with any subsequent written or oral forward-looking statements that
the Company, or persons acting on its behalf, may issue.
Past performance of the Company cannot be relied on as a guide to future
performance. As a result, you are cautioned not to place undue reliance on such
forward-looking statements. A variety of factors may cause the Company's or the
Group's actual results to differ materially from the forward-looking statements
contained in this announcement. Forward-looking statements speak only as of
their date and the Company, its parent and subsidiary undertakings, the
subsidiary undertakings of such parent undertakings, J.P. Morgan Cazenove and
BofA Merrill Lynch and any of such persons' respective directors, officers,
employees, agents, affiliates or advisers expressly disclaim any obligation to
supplement, amend, update or revise any of the forward-looking statements made
herein, except where it would be required to do so under applicable law.
You are advised to read this announcement and the Prospectus (once published) in
their entirety for a further discussion of the factors that could affect
EnQuest's future performance. In light of these risks, uncertainties and
assumptions, the events described in the forward-looking statements in this
announcement may not occur.
No statement in this announcement is intended as a profit forecast or a profit
estimate and no statement in this announcement should be interpreted to mean
that earnings per share of EnQuest for the current or future financial years
would necessarily match or exceed the historical published earnings per share of
EnQuest.
Publication of a Prospectus
| Source: EnQuest PLC
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