TIDMSQZ TIDMBP.
RNS Number : 5892J
Jefferies International Limited.
27 April 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES,
CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION
IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER FOR SALE OF,
OR THE SOLICITATION OF AN OFFER TO BUY, THE SECURITIES REFERRED TO
HEREIN IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA,
AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
PROPOSED SECONDARY PLACING OF UP TO 13,500,000 SHARES IN SERICA
ENERGY PLC ("SERICA ENERGY" OR THE "COMPANY")
27 April 2022
BP Exploration Operating Company Limited ("BP Exploration")
announces its intention to sell up to 13,500,000 ordinary shares in
the share capital of the Company (the "Offer Shares") through a
placing to institutional investors (the "Placing"). The Offer
Shares represent approximately 5.0% of the Company's issued
ordinary share capital and constitutes BP Exploration's entire
shareholding in Serica Energy as at the date hereof. Serica Energy
will not receive any proceeds from the sale.
The price at which each Offer Share will be sold in the Placing
will be determined by way of an accelerated bookbuilding process.
The bookbuild will commence immediately following this announcement
and may close at any time on short notice. A further announcement
will be made following completion of the bookbuild which will
contain the number of Offer Shares to be sold.
Jefferies International Limited is acting as sole global
coordinator in connection with the Placing.
For further information, please contact:
Jefferies International Limited +44 (0) 20 7029 8000
Luca Erpici
Paul Wheeler
Tony White
Aditi Venkatram
IMPORTANT NOTICE
The publication or distribution or release of this announcement
and the Placing of the Offer Shares as set out in this announcement
in certain jurisdictions may be restricted by law. This
announcement is for information purposes only and shall not
constitute or form part of an offer to buy, sell, issue, acquire or
subscribe for, or the solicitation of an offer to buy, sell, issue,
acquire or subscribe for any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The Offer Shares may not be
offered to the public in any jurisdiction in circumstances which
would require the preparation or registration of any prospectus or
offering document relating to the Offer Shares in such
jurisdiction. No action has been taken that would permit an
offering of such shares or possession or distribution of this
announcement or any other offering or publicity material relating
to such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required to inform themselves about, and to observe, such
restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such
jurisdictions.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly in or into the
United States, Canada, Australia, South Africa, Japan or any other
state or jurisdiction in which such action would be unlawful. Any
failure to comply with this restriction may constitute a violation
of United States, Canadian, South African, Australian, Japanese or
other applicable securities laws.
Members of the general public are not eligible to take part in
the Placing. This announcement and any offer of securities to which
it relates are only addressed to and directed at (1) in any member
state of the European Economic Area, persons who are "qualified
investors" as defined in Article 2(e) of the Prospectus Regulation
(Regulation (EU) 2017/1129) (the "EU Prospectus Regulation"); and
(2) in the United Kingdom, persons who are "qualified investors"
within the meaning of Onshored Regulation (EU) 2017/1129 as it
forms part of the law of the United Kingdom by virtue of the
European Union (Withdrawal) Act 2018 who (a) have professional
experience in matters relating to investments who fall within
article 19(5) of the Financial Services and Market Act 2000
(Financial Promotion) Order 2005 (as amended) (the "Order") or (b)
fall within article 49(2)(a) to (d) of the Order or (c) are persons
to whom an offer of the Offer Shares may otherwise lawfully be made
("relevant persons"). The information regarding the Placing set out
in this announcement must not be acted on or relied on by persons
in the European Economic Area who are not qualified investors or by
persons in the United Kingdom who are not relevant persons. Any
investment or investment activity to which this announcement
relates is available in the European Economic Area only to
qualified investors and in the United Kingdom only to relevant
persons and will be engaged in only with such persons.
In particular, this announcement does not constitute or form
part of any offer to buy, sell, issue, acquire or subscribe for, or
the solicitation of an offer to buy, sell, issue, acquire, or
subscribe for any securities in the United States, Australia,
Canada, Japan, South Africa or any other jurisdiction into which
such offer or solicitation would be unlawful.
The Offer Shares have not been and will not be registered under
the United States Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered, sold or transferred,
directly or indirectly, within the United States, except pursuant
to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the securities
laws of any state or other jurisdiction of the United States.
Neither this announcement nor the information contained herein
constitutes or forms part of an offer to sell or the solicitation
of an offer to buy securities in the United States. There will be
no public offer of any securities in the United States.
No public offering of the securities referred to herein is being
made in the United Kingdom, the United States, Australia, Canada,
Japan, South Africa or any other jurisdiction.
No prospectus or offering document has been or will be prepared
in connection with the Placing. The publicly available information
relating to the Company and its shares is not the responsibility
of, and has not been independently verified by, any of BP
Exploration, Jefferies International Limited ("Jefferies"), or any
of their respective affiliates (as such term is defined under Rule
501(b) of Regulation D of the Securities Act) (each, an
"Affiliate"). The information contained in this announcement is for
background purposes only and does not purport to be full or
complete.
In connection with the Placing, Jefferies or any of its
Affiliates may take up a portion of the Offer Shares as a principal
position and in that capacity may retain, purchase, sell, offer to
sell for their own accounts such Offer Shares and other securities
of the Company or related investments in connection with the
Placing or otherwise. Accordingly, references to the Offer Shares
being issued, offered, subscribed, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by, Jefferies and any
of its Affiliates acting as investors for their own accounts.
Jefferies does not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
Jefferies, which is authorised and regulated by Financial
Conduct Authority in the United Kingdom, is acting exclusively for
BP Exploration and no-one else in connection with the Placing.
Jefferies will not regard any other person as its clients in
relation to the offering and will not be responsible to anyone
other than BP Exploration for providing the protections afforded to
its clients, nor for providing advice in relation to the offering,
the contents of this announcement or any transaction, arrangement
or other matter referred to herein.
Neither Jefferies nor any of its Affiliates nor any of its or
their respective directors, officers, employees, advisers and
agents accepts any responsibility or liability whatsoever for or
makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from this
announcement) or any other information relating to Serica Energy or
BP Exploration or any of their respective subsidiaries or
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Jefferies or by any of its Affiliates or
agents as to, or in relation to, the accuracy or completeness of
this announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
This announcement does not purport to identify or suggest the
risks (direct or indirect) which may be associated with an
investment in the Company's securities and does not constitute a
recommendation concerning the Placing. The price and value of
shares and the income from them may go down as well as up and
investors may not get back the full amount invested on disposal of
the shares. Past performance is no guide to future performance and
persons needing advice should consult an independent financial
advisor. This announcement does not represent the announcement of a
definitive agreement to proceed with the Placing and, accordingly
there can be no certainty that the Placing will proceed. BP
Exploration reserves the right to determine and vary the number of
Offer Shares sold in the Placing, or to sell no Offer Shares at
all.
No Offer Shares will be available to any investor whose purchase
of such Offer Shares, whether on its own account or as a fiduciary
or agent for one or more investor accounts, would require
regulatory consent in any jurisdiction (including, without
limitation, under the UK Financial Services and Markets Act
2000).
This information is provided by RNS, the news service of the
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END
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