May 9, 2024
DIVERSIFIED ENERGY COMPANY
PLC
("Diversified" or the
"Company")
Posting of Circular and
Notice of General Meeting
Diversified Energy Company PLC (LSE:
DEC, NYSE:DEC) announces that further to its announcement on March
19, 2024 regarding the proposed acquisition of Oaktree Capital
Management's working interests in certain assets operated by
Diversified in the Central Region (the "Transaction"), the Company is pleased
to announce that a shareholder circular relating to the Transaction
(the "Circular") has been
approved by the Financial Conduct Authority and will shortly be
sent to the Company's shareholders.
The Transaction constitutes a "Class
1" transaction for the Company under the Listing Rules and is
therefore, conditional upon, amongst other things, the approval of
the Company's shareholders at a general meeting of the Company (the
"General
Meeting").
The Circular contains a notice of
the General Meeting which will be held at the office of FTI
Consulting, 200 Aldersgate, Aldersgate Street, London, EC1A 4HD,
United Kingdom at 1:00PM BST on May 28, 2024 at which the
resolution contained in the notice of General Meeting will be
proposed to the Company's shareholders to approve the
Transaction.
A copy of the Circular will be
submitted to the National Storage Mechanism where it will be
available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. In
addition, a copy of the Circular and notice of general meeting will
also be made available online at ir.div.energy/reports-announcements.
Capitalised terms used but not
otherwise defined in this announcement have the same meaning given
to them in the Circular.
For further information, please
contact:
Diversified Energy Company PLC
|
+1
973 856 2757
|
Doug Kris
|
dkris@dgoc.com
|
Senior Vice President, Investor
Relations & Corporate Communications
|
www.div.energy
|
|
|
FTI
Consulting
|
dec@fticonsulting.com
|
U.S. & UK Financial Public
Relations
|
|
About Diversified Energy Company PLC
Diversified is a leading publicly
traded energy company focused on natural gas and liquids
production, transport, marketing, and well retirement. Through our
differentiated strategy, we acquire existing, long-life assets and
invest in them to improve environmental and operational performance
until retiring those assets in a safe and environmentally secure
manner. Recognized by ratings agencies and organizations for our
sustainability leadership, this solutions-oriented, stewardship
approach makes Diversified the Right Company at the Right Time to
responsibly produce energy, deliver reliable free cash flow, and
generate shareholder value.
IMPORTANT NOTICE
This announcement is an announcement
and not a circular or equivalent document and prospective investors
should not make any investment decision on the basis of its
contents. The Circular in relation to the Transaction will be
published today. Nothing in this announcement constitutes an offer
of securities for sale in any jurisdiction.
Stifel, Nicolaus Europe Limited
("Stifel") is authorised
and regulated in the United Kingdom by the FCA. Stifel is acting
exclusively as sponsor for the Company and no one else in
connection with the Transaction and will not regard any other
person as a client in relation to the Transaction or the contents
of this announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to clients
of Stifel nor for providing advice in relation to or in connection
with the contents of this announcement, the Transaction or any
matter referred to in this announcement.
No person has been authorized to
give any information or to make any representations other than
those contained in this announcement and the Circular and, if given
or made, such information or representations must not be relied on
as having been authorized by the Company. Subject to the Listing
Rules and the Disclosure Guidance and Transparency Rules of the
FCA, the issue of this announcement shall not, in any
circumstances, create any implication that there has been no change
in the affairs of the Company since the date of this announcement
or that the information in it is correct as at any subsequent
date.
Completion of the Transaction is
subject to the satisfaction of a number of conditions as more fully
described in the Circular. Consequently, there can be no certainty
that completion of the Transaction will be forthcoming.
This announcement may contain
certain forward-looking statements, beliefs or opinions, with
respect to the financial condition, results of operations and
business of the Company, the Target Assets, and the Group following
the Transaction. These statements, which contain the words
"anticipate", "believe", "intend", "estimate", "expect", "may",
"will", "seek", "continue", "aim", "target", "projected", "plan",
"goal", "achieve" and words of similar meaning, reflect the
Company's beliefs and expectations and are based on numerous
assumptions regarding the Company's present and future business
strategies and the environment the Company and the Group will
operate in and are subject to risks and uncertainties that may
cause actual results to differ materially. No representation is
made that any of these statements or forecasts will come to pass or
that any forecast results will be achieved. Forward-looking
statements involve inherent known and unknown risks, uncertainties
and contingencies because they relate to events and depend on
circumstances that may or may not occur in the future and may cause
the actual results, performance or achievements of the Company or
the Group to be materially different from those expressed or
implied by such forward looking statements. Many of these risks and
uncertainties relate to factors that are beyond the Company's or
the Group's ability to control or estimate precisely, such as
future market conditions, currency fluctuations, the behavior of
other market participants, the actions of regulators and other
factors such as the Company's or the Group's ability to continue to
obtain financing to meet its liquidity needs, changes in the
political, social and regulatory framework in which the Company or
the Group operate or in economic or technological trends or
conditions. 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. The
list above is not exhaustive and there are other factors that 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 respective parent and subsidiary undertakings,
the subsidiary undertakings of such parent undertakings, and any of
such person's 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, once published, the Circular in their entirety for a further
discussion of the factors that could affect the Company'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 the financial performance of the Company for the current or
future financial years would necessarily match or exceed the
historical published for the Company.
The contents of this announcement
are not to be construed as legal, business or tax advice. Each
shareholder should consult its own legal adviser, financial adviser
or tax adviser for legal, financial or tax advice
respectively.
Neither the contents 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.