Results of Capital Raising and General Meeting
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
23 July 2021
EnQuest PLC
Results of Capital Raising and General Meeting
On 30 June 2021, EnQuest PLC ("EnQuest", or the "Company") announced details of a proposed underwritten Firm Placing and Placing and Open Offer (the "Capital Raising") to raise gross proceeds of approximately £36.1 million ($50.0 million), approximately £18.0 million by way of a Firm Placing of 94,852,612 New Ordinary Shares and approximately £18.1 million by way of a Placing and Open Offer of 95,269,772 New Ordinary Shares, in each case at an issue price of 19 pence per New Ordinary Share. The Open Offer Shares were conditionally placed with Conditional Placees, subject to clawback to satisfy Open Offer Entitlements taken up by Qualifying Shareholders, pursuant to the Placing.
The Firm Placing Shares were not subject to clawback and were not part of the Open Offer.
The Open Offer closed for acceptances at 11:00 a.m. on 22 July 2021. The Company has received valid acceptances from Qualifying Shareholders under their Open Offer Entitlements in respect of 56,380,309 New Ordinary Shares, representing approximately 59.18% of the Open Offer Shares.
The Company is also pleased to announce that, at the General Meeting of the Company held at 09:30 a.m. on 23 July 2021, the Resolutions (as set out in the Notice of General Meeting found at the end of the combined circular and prospectus of the Company published on 30 June 2021 (the "Prospectus")) were duly passed as ordinary resolutions (resolution 1, resolution 2 and resolution 4 below) and special resolutions (resolution 3 below) on a poll vote (in which every member present in person or by proxy and eligible to vote on the resolution had one vote for each share held).
The number of votes for and against the Resolutions, and the number of votes withheld, in the poll, on which Link Group (the Company's registrar) acted as scrutineer, were as follows:
| RESOLUTION | FOR | AGAINST | TOTAL | WITHHELD | |||
| No. of votes | % of Votes cast | No. of votes | % of Votes cast | Votes cast | % of Issued share capital | No. of votes | |
| 1. To authorise the approval of the Acquisition and to authorise the Directors to: (i) take all such steps as may be necessary or desirable in connection with the Acquisition; and (ii) to agree such modifications, variations, revisions, waivers or amendments to the terms and conditions of the Acquisition | 794,420,309 | 99.997 | 24,492 | 0.003 | 794,444,801 | 46.85% | 124,893 |
| 2. To authorise the Directors to allot shares and grant rights to subscribe for, or convert any security into, shares up to an aggregate nominal amount of £31,432,072.32 and to allot ordinary shares or rights to subscribe for, or to convert securities into ordinary shares up to an aggregate nominal amount of £62,864,144.63 in connection with a rights issue.This authority will refresh the existing authority granted at the 2021 Annual General Meeting | 794,062,252 | 99.970 | 239,117 | 0.030 | 794,301,369 | 46.84% | 268,325 |
| 3. To authorise the Directors to allot equity securities pursuant to resolution 2 otherwise than to the Company's existing shareholders pro rata to their holdings up to an aggregate nominal amount of £4,714,810.85 (being 5 per cent. of the Company's issued ordinary share capital as increased by the minimum number of New Ordinary Shares).This authority will refresh the existing authority granted at the 2021 Annual General Meeting and shall expire at the conclusion of the next Annual General Meeting of the Company (or if earlier on 30 June 2022) | 793,822,284 | 99.940 | 477,758 | 0.060 | 794,300,042 | 46.84% | 269,652 |
| 4. To authorise, as a related party transaction, the proposed participation of Double A Limited, a company beneficially owned by the extended family of Amjad Bseisu, in the Capital Raising (including the payment of the Commission); | 612,047,638 | 99.979 | 128,713 | 0.021 | 612,176,351 | 36.10% | 182,393,343 |
| 5. To authorise, as a related party transaction, the proposed participation of Double A Limited, a company beneficially owned by the extended family of Amjad Bseisu, in the Second Lien Financing | W/D | W/D | W/D | W/D | W/D | W/D | W/D |
As announced by the company on 9 July 2021, resolution 5 was withdrawn as a result of the successful completion of the Bookbuild for the Firm Placing and Placing announced on 30 June 2021.
1) Percentages are expressed as a proportion of the total votes cast (which does not include votes withheld).
2) A vote withheld is not a vote in law and is not included in the calculation of the votes 'For' or 'Against' the Resolutions, nor the total votes cast.
3) Any proxy appointments which gave discretion to the Chairman of the meeting have been included in the 'For' totals.
4) At the time of the General Meeting, the Company had 1,695,801,955 Ordinary Shares in issue, none of which were held in treasury. The total number of voting rights in the Company was therefore 1,695,801,955.
In accordance with Listing Rule 9.6.2R, a copy of the Resolutions will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. In addition, a copy of the Resolutions will also be filed with Companies House. A copy of this announcement will available to view on the Company's website at www.enquest.com.
The passing of the Resolutions will enable the Company to proceed with the Capital Raising. The Capital Raising remains conditional upon:
(i) Admission becoming effective by not later than 8:00 a.m. on 26 July 2021 (or such later time and/or date as the Company and J.P. Morgan Cazenove may agree); and
(ii) the Placing Agreement becoming unconditional in all respects (save for the condition relating to Admission) and not having been rescinded or terminated in accordance with its terms prior to Admission.
Applications have been made for the admission of 190,122,384 Ordinary Shares to the premium listing segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and that dealings in the new Ordinary Shares will commence at 8:00 a.m. on 26 July 2021. Application has also been made to NASDAQ Stockholm for the New Ordinary Shares to be admitted to trading on NASDAQ Stockholm and it is expected that admission will become effective and dealings in the New Ordinary Shares on NASDAQ Stockholm will commence at 9.00 a.m. (Stockholm time) on 26 July 2021.
The New Ordinary Shares when issued will rank, from Admission, pari passu in all respects with the Existing Ordinary Shares and will have the right to receive all dividends and distributions declared in respect of issued Ordinary Share capital of the Company after Admission.
The total issued share capital of the Company following Admission will be 1,885,924,339 Ordinary Shares and the total number of voting rights of the Company will be 1,885,924,339 and this figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
All capitalised terms in this announcement but not defined herein have the meaning given to them in the Prospectus, which is available on the Company's website (www.enquest.com).
For more information, please contact:
EnQuest PLC Tel: +44 (0)20 7925 4900
Amjad Bseisu (Chief Executive)
Jonathan Swinney (Chief Financial Officer)
Ian Wood (Head of Communications & Investor Relations)
Jonathan Edwards (Senior Investor Relations & Communications Manager)
J.P. Morgan Cazenove Tel: +44 (0)20 7742 4000
Jamie Riddell
Barry Meyers
Fraser Jamieson
Tulchan Communications Tel: +44 (0)20 7353 4200
Martin Robinson
Martin Pengelley
Harry Cameron
Link Group Tel: +44 (0)371 664 0321
IMPORTANT INFORMATION
This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. This announcement is not a prospectus or prospectus equivalent but an advertisement and investors should not subscribe for, or otherwise purchase, acquire, sell or dispose of any of the securities referred to in this announcement except on the basis of the information contained in the Prospectus published by the Company in connection with the Capital Raising.
No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change. Neither this announcement nor anything contained in it shall form the basis of, or be relied upon in conjunction with, any offer or commitment whatsoever in any jurisdiction. Investors should not acquire any New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus published by the Company in connection with the Capital Raising.
This announcement is for information purposes only and is not intended and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, any securities of the Company in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for the New Ordinary Shares will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in the United States or any Excluded Territory, and should not be distributed, forwarded to or transmitted in or into any jurisdiction, where to do so might constitute a violation of local securities laws or regulations.
This announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States or any Excluded Territory. No public offering of securities is being made in any such jurisdiction.
The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States, and accordingly may not be offered, sold, pledged or transferred, directly or indirectly, in, into or within the United States. There is no intention to register any portion of any offering in the United States or to conduct a public offering of securities in the United States.
The distribution of this announcement in and the offering of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, J.P Morgan Cazenove or any of their respective affiliates that would permit an offer of the New Ordinary Shares or possession or distribution of this announcement or any other offering or publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and J.P. Morgan Cazenove to inform themselves about and to observe any such restrictions. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions.
J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the Financial Conduct Authority and the PRA. J.P. Morgan Cazenove is acting exclusively for the Company and no one else in connection with the Transaction or any other matter referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded its clients nor for providing advice in relation to the Transaction or any other matter referred to in this announcement.
Save for the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove by FSMA or by the regulatory regime established under FSMA, neither J.P. Morgan Cazenove nor any of its affiliates, directors, officers, employees, agents or advisers accepts any duty, liability or responsibility whatsoever (whether direct or indirect) to any person for, or makes any representation or warranty, express or implied, as to the contents of this announcement, including its accuracy, completeness, sufficiency or verification, or for any other statement made or purported to be made by or on its behalf in connection with the Company, the New Ordinary Shares or the Capital Raising and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not as to the past, present or future. J.P. Morgan Cazenove and each of its affiliates, directors, officers, employees, agents or advisers accordingly disclaim, to the fullest extent permitted by law, all and any duty, liability and responsibility whatsoever, whether direct or indirect, whether arising in tort, contract, under statute or otherwise (save as referred to above) in respect of this announcement or any such statement or otherwise.
Neither the content 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.
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