NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT CONSTITUTES AN OFFER TO SELL OR
ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY
SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF IRELAND, SOUTH AFRICA OR ANY JURISDICTION IN
WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED
JURISDICTION").
31 January 2017
Diversified Gas & Oil plc
("DGO", the "Company" or the "Group")
Results of Offers to Bondholders and Admission to AIM
Further to the announcement made on 19 December 2016, Diversified Gas & Oil
PLC, a US based gas and oil producer, confirms the results of the offers made
to bondholders of the Company ("Bondholders") which closed on 13 January 2017,
conditional on the Company's proposed admission to the AIM Market of the London
Stock Exchange ("Admission").
Acceptances received by the Company under the Buyback Share Offer and the Cash
Alternative Offer (as defined in the announcement dated 19 December 2016) are
as follows:
Number of Bonds (£) Percentage of Bonds
Buyback Share Offer 198,000 1.86
Cash Alternative 10,345,244 97.14
Offer
Outstanding Bonds 106,640 1.00
10,649,884 100.00
The Cash Alternative Offer will be funded from the proceeds of the placing on
Admission. As a result of the Buyback Share Offer, 380,769 Bond Conversion
Shares shall be issued on Admission. Given the level of acceptances received
under the Buyback Share Offer, the Company has waived the condition contained
within the Buyback Share Offer that any Bondholder accepting the Buyback Share
Offer shall agree that they will only dispose of any interests in their Bond
Conversion Shares for a period of 18 months following Admission through
Mirabaud, in order to maintain an orderly market in the Ordinary Shares.
Bondholders accepting the Buyback Share Offer or Cash Alternative Offer have
been paid the interest payment due on the Bonds relating to the quarter ended
31 December 2016, however, no interest will be paid to Bondholders accepting
either the Buyback Share Offer or the Cash Alternative Offer in respect of
future periods following 1 January 2017.
For those Bondholders who accepted the Buyback Share Offer, the Company expects
that share certificates will be sent by first class post at the risk of the
shareholder within 10 business days of Admission.
For those Bondholders who accepted the Cash Alternative Offer, cheques will be
sent by first class post at the risk of the Bondholder, within 10 business days
of Admission.
It is intended that the 106,640 outstanding Bonds will be withdrawn from the
NEX Exchange (formerly ISDX) upon Admission and no alternative arrangements for
dealing or trading in the outstanding Bonds will be arranged by the Company.
Application has been made to the London Stock Exchange for the Company's issued
and to be issued Ordinary Shares to be admitted to trading on AIM. It is
expected that Admission shall become effective and that dealings in the
Company's Ordinary Shares, shall commence on AIM on 3 February 2017.
The Directors of Diversified Gas & Oil PLC accept responsibility for this
announcement.
Diversified Gas & Oil PLC
Rusty Hutson, Chief Executive Officer
Brad Gray, Finance Director
+ 1 (205) 408 0909
www.diversifiedgasandoil.com
NEX Exchange Corporate Adviser:
Alexander David Securities Limited
David Scott - Corporate Finance
James Dewhurst - Corporate Broking
Telephone : +44 (0) 20 7448 9820
http://www.ad-securities.com
Smith & Williamson Corporate Finance Limited (Nominated Adviser & Joint Broker)
Russell Cook
Azhic Basirov
Katy Birkin
+44 20 7131 4000
Mirabaud Securities LLP (Lead Broker)
Peter Krens
Edward Haig-Thomas
+44 20 7878 3362
Buchanan (Financial Public Relations)
Ben Romney
Bobby Morse
Chris Judd
+44 20 7466 5000
FORWARD-LOOKING STATEMENTS
This announcement contains forward looking statements, which have been made
after due and careful enquiry and are based on the Directors' current
expectations and assumptions and involve known and unknown risks and
uncertainties that could cause actual results, performance or events to differ
materially from those expressed or implied in such statements. Forward-looking
statements are sometimes identified by the use of forward-looking terminology
such as "targets", "believes", "expects", "aims", "intends", "plans", "will",
"may", "anticipates", "would", "could" or similar expressions or the negative
thereof. The Board believes that the expectations reflected in these
statements are reasonable, but they may be affected by a number of variables
which could cause actual results or trends to differ materially. These
forward-looking statements speak only as of the date of this announcement. Save
as required by law, each of the Group and Smith & Williamson expressly disclaim
any obligation or undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change in the
Group's expectations with regard thereto, any new information or any change in
events, conditions or circumstances on which any such statements are based,
unless required to do so by law or any appropriate regulatory authority. Given
these uncertainties, prospective investors are cautioned not to place any undue
reliance on such forward looking statements.
Prior to making an investment decision in respect of the Ordinary Shares,
prospective investors should consider carefully all of the information within
the Admission Document. The Board believes the risks set out therein to be the
most significant for potential investors. However, the risks listed do not
necessarily comprise all those associated with an investment in the Company. In
particular, the Group's performance may be affected by changes in market or
economic conditions and in legal, regulatory and/or tax requirements.
IMPORTANT NOTICE
Neither the contents of the Company's website nor the contents of any website
accessible from hyperlinks on the Company's website (or any other website) is
incorporated into, or forms part of, this announcement.
This announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied on
in connection with any contract or as an inducement to enter into any contract
or commitment with the Company.
The content of this announcement has not been approved by an authorised person
within the meaning of the Financial Services and Markets Act 2000 (as amended)
("FSMA").
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America ("United States" or "US").
This announcement is not an offer of securities for sale into the United
States. 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 applicable exemption from registration. No public offering of securities is
being made in the United States.
This announcement is not for release, publication or distribution, directly or
indirectly, in or into a Restricted Jurisdiction. This announcement and the
information contained herein are not for release, publication or distribution,
directly or indirectly, to persons in a Restricted Jurisdiction unless
permitted pursuant to an exemption under the relevant local law or regulation
in any such jurisdiction. This announcement has been issued by and is the sole
responsibility of the Company.
Smith & Williamson Corporate Finance Limited ("Smith & Williamson") is acting
as nominated adviser and joint broker to the Company and Mirabaud Securities
LLP ("Mirabaud") is acting as joint broker and no one else in connection with
the proposed placing and admission to AIM ("Admission") and neither Smith &
Williamson nor Mirabaud will regard any other person (whether or not a
recipient of this announcement) as its client in relation to Admission nor will
it be responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in relation to
Admission. Apart from the responsibilities and liabilities, if any, which may
be imposed on Smith & Williamson or Mirabaud by FSMA or the regulatory regime
established thereunder, neither Smith & Williamson nor Mirabaud accepts any
responsibility whatsoever, and makes no representation or warranty, express or
implied, for the contents of this announcement including its accuracy,
completeness or verification or for any other statement made or purported to be
made by it, or on behalf of it, the Company or any other person, in connection
with the Company and the contents of this announcement respect, whether as to
the past or the future. Smith & Williamson and Mirabaud accordingly disclaim
all and any liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above), which it might otherwise have in respect
of Admission or contents of this announcement or any such statement.