RESULT OF CONSENT SOLICITATION IN RESPECT OF ENQUEST PLC's
£155,000,000 5.50 PER CENT. NOTES DUE 2022
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933 AS AMENDED) OR IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THE CONSENT SOLICITATION MEMORANDUM (AS DEFINED BELOW).
IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 AS AMENDED (IF YOU ARE IN THE UNITED KINGDOM) OR FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER (IF YOU ARE NOT).
5 May 2015
On 10 April 2015, EnQuest PLC (the "Company") announced that it was inviting holders ("Noteholders") of its outstanding £155,000,000 5.50 per cent. Notes due 15 February 2022 (the "Notes") (ISIN: XS0880578728, Common Code: 088057872) issued pursuant to its £500,000,000 Euro Medium Term Note Programme to consent to certain modifications to the terms and conditions of the Notes (the "Conditions") and the trust deed dated 24 January 2013 as amended and supplemented from time to time (the "Trust Deed") between the Company and U.S. Bank Trustees Limited (the "Trustee") constituting the Notes (such invitation, the "Consent Solicitation"), as further detailed in a consent solicitation memorandum dated 10 April 2015 (the "Consent Solicitation Memorandum").
RESULT OF THE CONSENT SOLICITATION
Further to the Company's announcement of 10 April 2015, NOTICE IS HEREBY GIVEN to the Noteholders that, at the Meeting of Noteholders held at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA, United Kingdom on 5 May 2015, the Extraordinary Resolution set out in the Notice of Meeting was duly passed and the Supplemental Trust Deed has been duly executed.
In connection with the successful completion of the Consent Solicitation, the Company's CEO Amjad Bseisu said:
"We are very pleased that the proposals have been approved by the Noteholders and that 99.8 per cent. of the votes cast were in favour of the Proposals. This is a prudent and precautionary step to provide us with the flexibility to complete the capital expenditure programme that will significantly enhance the Group's production and cash flow."
The Consent Solicitation was made on the terms and subject to the conditions contained in the Consent Solicitation Memorandum. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Consent Solicitation Memorandum.
CONSENT FEE
Noteholders who voted in favour of the Extraordinary Resolution by delivering or procuring the delivery of a Consent Instruction (which was not validly revoked) before the Voting Deadline are eligible to receive a Consent Fee of 0.20 per cent. of the aggregate principal amount of Notes which were the subject of such Consent Instruction.
The Consent Fee will be paid by the Company in one instalment by no later than 19 May 2015 on the terms set out in the Consent Solicitation Memorandum relating to the Consent Solicitation.
CONTACT INFORMATION
Investor enquiries in relation to the Consent Solicitation should be directed to the Company's Financial Advisers:
Evercore Partners International LLP
15, Stanhope Gate
London W1K 1LN E-mail: [email protected]
Telephone: +44 (0)20 7653 6199 |
Numis Securities Limited
10 Paternoster Square
London EC4M 7LT E-mail: [email protected]
Telephone: +44 (0)20 7260 1351 |
Media enquiries should be directed to Bell Pottinger:
Telephone: +44 (0)20 3772 2500
Attention: Victoria Geoghegan
Nick Lambert
Duncan Mayall
DISCLAIMER AND CONSENT SOLICITATION RESTRICTIONS
Evercore Partners International LLP ("Evercore") and Numis Securities Limited ("Numis"), each of which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting as financial advisors to the Company and no-one else in connection with the Consent Solicitation and the other matters referred to in this announcement. Evercore and Numis will not regard any person other than the Company as their client in relation to the Consent Solicitation and the other matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Evercore or Numis (as the case may be) or for providing advice in relation to the Consent Solicitation or the other matters referred to in this announcement.
The distribution of the Consent Solicitation Memorandum and this announcement in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Memorandum or this announcement comes must inform themselves about and observe any such restrictions.
This announcement is given by: EnQuest PLC
