SEPLAT Notifies of Proposed Bond Issue and Conditional Redemption


MondayMarch 22, 2021 / 04:30PM / NSE / Header Image Credit: Seplat Petroleum

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The information contained in this communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Seplat Petroleum Development Company Plc (the "Company") has not registered, and does not intend to register, any portion of the securities in any of these jurisdictions.

This communication is not an offer of securities for sale in the United States. The securities referred to herein 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 registration under the Securities Act, and the rules and regulations thereunder. The Company does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States or elsewhere.

Manufacturer target market (EU MiFID II product governance / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs / UK PRIIPs key information document (KID) has been prepared as the securities are not available to retail in EEA or the United Kingdom.

This communication does not constitute an offer of the securities to the public in the United Kingdom. This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order, and (iv) any other persons to whom it may otherwise lawfully be communicated or caused to be communicated (all such persons in (i) to (iv) together being referred to as "Relevant Persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension, reduction or withdrawal at any time by the assigning rating agency. Similar ratings for different types of issuers and on different types of securities do not necessarily mean the same thing. The significance of each rating should be analysed independently from any other rating. The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.


Notice of Conditional Redemption

Notice is hereby given pursuant to paragraph 8 of the Notes and Sections 3.01, 3.02, 3.04, 11.01 and 11.03 of the indenture dated March 21, 2018 among, inter alios, the Issuer, Citibank, N.A., London Branch, as trustee (the "Trustee"), and Citibank, N.A., London Branch as principal paying agent (the "Paying Agent"), paying agent, transfer agent and registrar (the "Indenture"), that the Issuer has elected to redeem the entire outstanding principal amount of the Notes outstanding on April 1, 2021 pursuant to paragraphs 6(b) and 8 of the Notes and Sections 3.02, 3.04 and 3.09(b) of the Indenture, subject to the satisfaction or waiver of the Issuer's own Condition Precedent (as defined below):

The terms and conditions of the redemption are as follows:

  1. Subject to the satisfaction or waiver of the Condition Precedent (defined below) by the Issuer, the redemption date for the Notes will be April 1, 2021 (the "Redemption Date"). The record date, on which any holder of Notes must hold any Notes to be entitled to the Redemption Price (as defined below), will be March 30, 2021, being the Business Day immediately prior to the Redemption Date.
  2. The redemption price of the Notes is 102.3125% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest from October 1, 2020 (the last Interest Payment Date for which interest on such Notes was paid) to (but not including) the Redemption Date, and Additional Amounts, if any (the "Redemption Price"). Assuming a Redemption Date of April 1, 2021, the Issuer will have paid prior to the Redemption Date, the accrued and unpaid interest from October 1, 2020, to, but excluding, the Redemption Date, which will be $16,187,500 ($1,069.38 per $1,000 denomination).
  3. The Notes called for redemption must be surrendered to Citibank N.A., London Branch as Paying Agent, at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom, Attention: Agency and Trust, to collect the Redemption Price plus accrued interest, if any, and Additional Amounts, if any.
  4. Unless the Issuer defaults in making the redemption payment in the amount of the Redemption Price or the Paying Agent is prohibited from making such payment pursuant to the terms of the Indenture, interest and Additional Amounts, if any, on the Notes (or portion thereof) called for redemption shall cease to accrue on and after the Redemption Date.
  5. The Notes will be redeemed in full in accordance with paragraph 8 of the Notes and Section 3.1 of the Indenture.
  6. The ISIN, Common Code and CUSIP numbers in relation to the Notes being redeemed are as set forth above. No representation is made as to the correctness or accuracy of such numbers listed in this Notice of Conditional Redemption or printed on the Notes.
  7. The Issuer's obligation to redeem any of the Notes on the Redemption Date is conditioned upon the Issuer receiving on or prior to the Redemption Date the necessary funds to redeem the Notes in full and pay all related expenses (the "Condition Precedent"). Accordingly, none of the Notes shall be deemed due and payable on the Redemption Date unless and until the Condition Precedent is satisfied or waived by the Issuer. If, in the sole discretion of the Issuer, the Condition Precedent is not or will not be satisfied or waived prior to the Redemption Date, any Notes previously surrendered to the Paying Agent shall be returned to the holders thereof and the redemption will be revoked. The Issuer will provide notice to the Holders, the Trustee and Paying Agent of any revocation or confirmation of the Notice of Conditional Redemption at least one Business Day prior to the Redemption Date.

Capitalized terms used but not defined herein have the meanings ascribed to them in the Indenture.


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