Seplat Petroleum Development Company Plc, a leading Nigerian indigenous oil and gas company listed on both the Nigeria Stock Exchange (NSE) and London Stock Exchange (LSE), on Tuesday, announced that it has priced its offering of $350 million in aggregate principal amount of 9.25 per cent senior notes due 2023.
The Notes, Seplat revealed will be issued by the Company and guaranteed by certain of its subsidiaries. The gross proceeds of the Notes will be used to repay and cancel existing indebtedness.
The announcement publication was signed by its Chief Financial Officer, Mr. Roger Brown and released by the Nigerian Stock Exchange (NSE),contains inside information under Article 17 of Regulation (EU) 596/2014 (16 April 2014).
According to the information attached, the announcement or release is not an offer of securities of the Company for sale in the United States.
The securities have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act.
It also spelt that Seplat does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States.
Any offering of securities will be made by means of a prospectus that may be obtained from the Company and that will contain detailed information about the Company and its management, as well as financial statements.
According to the statement, the announcement is not an offering circular or an invitation to the public to acquire or dispose of any securities of the company pursuant to the Nigerian Investments and Securities Act, No. 29 of 2007 (the “ISA“) and the Rules and Regulations of the Nigerian SEC, 2013, as amended (“Nigerian SEC Rules”).
LThe securities have not been registered under the ISA and may not be offered or sold within Nigeria to, or for the account or benefit of, persons resident in Nigeria, except to the extent that the relevant offering memorandum and the securities have been registered with the Nigerian SEC and its written approval obtained in accordance with the provisions of the ISA and the Nigerian SEC Rules.
The announcement the company revealed is for information purposes only and is directed only at persons who are, located outside the United States and are persons in member states of the European Economic Area (the “EEA”) who are qualified investors as defined in EU Prospectus Directive 2003/71/EC as amended, including by EU Directive 2010/73/EU to the extent implemented in the relevant member state.
It also pointed that persons in the United Kingdom who are qualified investors and who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “Order”); or persons falling within Article 49(2) (a) to (d) of the Order (“high net worth companies, unincorporated associations, etc.”); or persons to whom it may otherwise be lawfully communicated or reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act, all such persons in (1) and (2) together were being referred to as “relevant persons”.
Stories: Bonny Amadi