17 February 2023
Diversified Energy Company PLC
("Diversified" or the "Company")
Fundraising Post Transaction Report
In accordance with the Statement of Principles (November 2022) published by the Pre-Emption Group, Diversified Energy Company PLC (LSE: DEC), announces the following post transaction report in connection with the Company's issue of equity securities for cash other than on a pre-emptive basis, as announced on 8 February 2023.
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Name of Issuer |
Diversified Energy Company plc |
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Transaction Details |
The Company issued 128,444,000 new Ordinary Shares in total (126,737,763 Placing Shares, 1,706,237 Retail Offer Shares), representing 15.2% of the Company's ordinary share capital as of 9 February 2023 and is being settled in two tranches. Settlement and admission of 84,212,278 Ordinary Shares (the "Firm Shares") (including 83,093,610 Placing Shares and 1,118,668 Retail Offer Shares), representing 9.99% of the Company's ordinary share capital as of 9 February 2023, completed at 8.00 am on 14 February 2023. The remaining 44,231,722 shares (the "Conditional Shares") are subject to shareholder approval at a General Meeting expected to be held on or around 27 February 2023. Upon approval of the resolutions for the allotment and issue of the Conditional Shares on a non-pre-emptive basis at the General Meeting, settlement and admission of the Conditional Shares is expected to take place at 8.00 am on 28 February 2023. |
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Use of Proceeds |
The Company announced on 8 February 2023 that it had entered into a purchase agreement to acquire certain upstream assets and related infrastructure in its Central Region from Tanos Energy Holdings II LLC ("Tanos", and such acquisition, the "Acquisition"). The Acquisition is expected to close on 1 March 2023. Subject to completion, the Company will use the net proceeds from the Fundraising to partially fund the US$250million consideration (the "Acquisition Consideration") pursuant to the Acquisition. The remainder of the Acquisition Consideration will be funded from undrawn funds available from the Company's existing Revolving Credit Facility. The Fundraising is not conditional on the completion of the Acquisition. Should the Acquisition not complete, the Company will determine the most appropriate use of the net proceeds, including potentially investing in other acquisition opportunities aligned with its stated strategy. |
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Quantum of Proceeds |
Total gross proceeds from the Fundraising, amounted to US$163.0 million (approximately £134.9 million), US$156.4 million net of expenses (approximately £129.4 million net of expenses). |
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Discount |
The Fundraising was completed at a price of 105 pence per share, representing a 5.2 per cent discount from the closing mid-market price on 8 February 2023. |
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Allocations |
Soft pre-emption has been adhered to in the allocations process, where possible. Management was involved in the allocations process, which has been carried out in compliance with the MIFID II Allocation requirements. Allocations made outside of soft pre-emption were preferentially directed towards existing shareholders in excess of their pro rata, and wall-crossed accounts. |
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Consultation |
The joint global coordinators and Bookrunners undertook a pre-launch wall-crossing process, including consultation with major shareholders, to the extent reasonably practicable and permitted by law. |
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Retail Investors |
The Fundraising included a Retail Offer, for a total of 1,706,237 Retail Offer Shares via REX. Retail investors, who participated in the Retail Offer, were able to do so at the same Issue Price as all other investors participating in the Fundraising. The Retail Offer was made available only to existing shareholders of the Company in the UK, via REX through certain financial intermediaries, in keeping with the principle of soft pre-emption. |
Capitalised terms not otherwise defined in the text of this Announcement have the meanings given in the Company's Results of Fundraising announcement dated 9 February 2023 (RNS Number:4281P).
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Diversified Energy Company PLC Doug Kris, Vice President, Investor Relations |
+ 1 (973) 856 2757 |
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Stifel Nicolaus Europe Limited (Joint Global Coordinator, Joint Broker) Callum Stewart Jason Grossman Simon Mensley Ashton Clanfield |
+44 (0)20 7710 7600 |
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Tennyson Securities (Joint Global Coordinator, Joint Broker) Peter Krens Edward Haig-Thomas |
+44 (0)20 7186 9033 |
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Peel Hunt LLP (Joint Global Coordinator, Joint Broker) Richard Crichton David McKeown Georgia Langoulant Sohail Akbar |
+44 (0)20 7418 8900 |
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FTI Consulting (Financial Public Relations) Ben Brewerton Sara Powell |
+44 (0)20 3727 1000 |