THIS ANNOUNCEMENT IS NOT BEING MADE IN, AND COPIES OF IT MAY NOT BE DISTRIBUTED OR SENT, DIRECTLY OR INDIRECTLY, INTO THE UNITED STATES (EXCEPT THAT IT MAY BE SENT IN THE UNITED STATES DIRECTLY TO QUALIFIED INSTITUTIONAL BUYERS, AS DEFINED IN RULE 144A UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED), CANADA, JAPAN, THE UNITED KINGDOM, UNITED ARAB EMIRATES OR SINGAPORE OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.
Energean plc announces the launch of an offering of €400.0 million senior secured notes due 2031
London, October 27, 2025
Energean plc ("Energean") (LSE: ENOG, TASE: א) and together with its consolidated subsidiaries, the "Group") is pleased to announce that it has launched an offering (the "Offering") of €400,000,000 in aggregate principal amount of senior secured notes due 2031 (the "Notes"). Energean intends to use the gross proceeds from the Offering to redeem all of its outstanding 6.50% senior notes due 2027, to fund cash on balance sheet and to pay related fees and expenses.
The Group will announce the pricing of the Offering prior to its completion, if the Offering reaches the pricing stage. The management of the Group intends to hold a global roadshow with institutional investors in connection with the Offering.
The Notes will be offered subject to prevailing market and other conditions. There is no assurance that the Offering will be completed or, if completed, as to the terms on which it is completed. Nothing in the announcement will serve to create any type of commitment whatsoever on the part of the Group to carry out the Offering and does not constitute a public offering, a tender or other offer of any kind, or solicitation to purchase securities of Energean.
Enquiries
Kyrah McKenzie, Investor Relations Manager
Tel: +44 (0) 7921 210 862
E-mail: [email protected]
Eliana Fishler, Group Head of Communications & Public Affairs
Tel: +972 (0) 54 434 2040
E-mail: [email protected]
Important Information
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The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and may not be offered or sold in the United States or for the account or benefit of any US person or in any way distributed in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Notes will be offered only to qualified institutional buyers in the United States in accordance with Rule 144A under the Securities Act and to non-US persons outside the United States in reliance on Regulation S under the Securities Act.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy the Notes and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction where the offering would not be permitted. There can be no assurance that the offering will be completed or, if completed, as to the terms on which it will be completed.
Forward-Looking Information is Subject to Risk and Uncertainty
This announcement may include certain "forward-looking" statements. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words "believes," "expects," "may," "will," "would," "should," "seeks," "pro forma," "anticipates," "intends," "plans," "estimates," or the negative of any thereof or other variations thereof or comparable terminology, or by discussions of strategy or intentions. These statements are not guarantees of future actions or performance and involve risks, uncertainties and assumptions as to future events that may not prove to be accurate. Actual actions or results may differ materially from what is expressed or forecasted in these forward-looking statements. As a result, these statements speak only as of the date they were made and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Many important factors could cause the Company's results to differ materially from those expressed in these forward-looking statements. These factors include, but are not limited to, general market conditions, national or global events affecting the capital markets, unforeseen developments in the Company's business or industry or changes in law or regulations.
Cautionary Statement
This announcement is not being made in and copies of it may not be distributed or sent into any jurisdiction in which the publication, distribution or release would be unlawful.
This document is not an offer of securities for sale in the United States. The Notes may not be sold in the United States absent registration or an exemption from registration under the Securities Act. The Company does not intend to register the Notes and any related guarantees in the United States or to conduct a public offering of the Notes and such guarantees in the United States.
This announcement has been prepared on the basis that any offer of the Notes in any Member State of the European Economic Area ("EEA") (each, a "Relevant Member State") will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the "Prospectus Regulation") from the requirement to publish a prospectus for offers of the Notes. Accordingly, any person making or intending to make any offer in that Relevant Member State of the Notes which are the subject of the offering contemplated in this document may only do so in circumstances in which no obligation arises for Energean plc (the "Issuer") or any of the initial purchasers of such securities to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Issuer nor the initial purchasers of such securities have authorized, nor do they authorize, the making of any offer of securities in circumstances in which an obligation arises for the Issuer or any initial purchasers of such securities to publish or supplement a prospectus for such offer.
Promotion of the Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"), and accordingly, the Notes are not being promoted to the general public in the United Kingdom. This communication is being distributed only to, and is directed at persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Promotion Order (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 in connection with the issue and sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons")). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
MiFID II (High net worth retail investors, ECPs and Professional Clients only): Manufacturer target market (MiFID II product governance) is high net worth retail investors, professional investors and eligible counterparties target market (all distribution channels). No PRIIPs key information document (KID) has been prepared as the securities are not available to any retail investor in the EEA (other than in line with the target market).
UK MIFIR professionals/ECPs-only/ No UK PRIIPS KID-Manufacturer target market (UK MIFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No UK PRIIPs key information document (KID) has been prepared as not available to retail investors in the United Kingdom.
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. The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation or the UK Prospectus Regulation.
Statements of intent in this press release shall not constitute a notice of redemption under the indenture governing the Issuer's 6.50% senior notes due 2027. Any such notice, if made, will only be made in accordance with the provisions of the relevant indenture.
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