Diversified Energy Company PLC Fundraising Post Transaction Report

TIDMDEC

Diversified Energy Company PLC

17 February 2023

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.

 
 Name of Issuer     Diversified Energy Company plc 
 Transaction        The Company issued 128,444,000 new Ordinary Shares 
  Details            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. 
                   ---------------------------------------------------------- 
 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 "Acquisi 
                     tion"). 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 "Acquisi 
                     tion 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. 
                   ---------------------------------------------------------- 
 Quantum of         Total gross proceeds from the Fundraising, amounted 
  Proceeds           to US$163.0 million (approximately GBP134.9 million), 
                     US$156.4 million net of expenses (approximately 
                     GBP129.4 million net of expenses). 
                   ---------------------------------------------------------- 
 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. 
                   ---------------------------------------------------------- 
 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. 
                   ---------------------------------------------------------- 
 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. 
                   ---------------------------------------------------------- 
 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 ().

 
 Diversified Energy Company PLC 
  Doug Kris, Vice President, Investor Relations 
  https://www.div.energy/                           + 1 [phone] 
 Stifel Nicolaus Europe Limited 
  (Joint Global Coordinator, Joint Broker) 
  Callum Stewart 
  Jason Grossman 
  Simon Mensley 
  Ashton Clanfield                                 [phone] 
 Tennyson Securities 
  (Joint Global Coordinator, Joint Broker) 
  Peter Krens 
  Edward Haig-Thomas                               [phone] 
 Peel Hunt LLP 
  (Joint Global Coordinator, Joint Broker) 
  Richard Crichton 
  David McKeown 
  Georgia Langoulant 
  Sohail Akbar                                     [phone] 
 FTI Consulting 
  (Financial Public Relations) 
  Ben Brewerton 
  Sara Powell                                      [phone] 
 

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February 17, 2023 02:00 ET (07:00 GMT)