NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO
Harbour Energy
plc
("Harbour")
Pricing of Senior Notes
Offering
26 September
2024
Harbour is pleased to announce that
Wintershall Dea Finance B.V. (the "Issuer"), a subsidiary of
Harbour, priced an offering on 25 September 2024 (the "Offering")
of €700 million in aggregate principal amount of 3.830% senior
notes due 2029 (the "2029 Notes") and €900 million in aggregate
principal amount of 4.357% senior notes due 2032 (the "2032
Notes"). Harbour intends to use the proceeds from this Offering to
repay and cancel the $1.5 billion bridge facility utilised for the
Wintershall Dea acquisition which completed on 3 September 2024,
and for general corporate purposes.
The Offering is expected to close on
or about 3 October 2024, subject to customary conditions precedent
for similar transactions.
Enquiries
Harbour Energy plc
+44 (0) 203 833
2421
Aleksander Azarnov, SVP Corporate
Finance, Marketing and Trading
Mo Farrag, VP Corporate
Finance
Elizabeth Brooks, SVP Investor
Relations
Cautionary Statement
The Offering is being made by means
of an offering memorandum. This announcement does not constitute an
offer to sell or the solicitation of an offer to buy the 2029 Notes
or the 2032 Notes (collectively, the "Notes") or any other security
and shall not constitute an offer, solicitation or sale in the
United States or in any jurisdiction in which, or to any persons to
whom, such offering, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
jurisdiction.
The Notes have not been, and will
not be, registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act") or the securities laws of any state
or other jurisdiction of the United States, and may only be offered
or sold outside the United States to non-U.S. persons in compliance
with Regulation S under the U.S. Securities Act, or pursuant to
another applicable exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and
applicable state or local securities laws.
Promotion of the Notes in the United
Kingdom is restricted by the Financial Services and Markets Act
2000 (the "FSMA"), and accordingly, the Notes are not being
promoted to the general public in the United Kingdom. This
announcement is only addressed to and directed at persons who (i)
are outside the United Kingdom, (ii) have professional experience
in matters relating to investments (being investment professionals
falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the
"Financial Promotion Order")), (iii) fall within Article 49(2)(a)
to (d) ("high net worth companies, unincorporated associations,
etc.") of the Financial Promotion Order, or (iv) to the extent that
doing so does not prejudice the lawful distribution of the
announcement to the foregoing, are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) in connection with the issue or sale of any
Notes may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as
"relevant persons"). The Notes will only be available to relevant
persons and this announcement must not be acted on or relied on by
anyone who is not a relevant person. No key information document
required by Regulation (EU) No 1286/2014 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018
(the "EUWA") (the "UK PRIIPs Regulation") for offering or selling
the Notes or otherwise making them available to retail investors in
the UK has been prepared and, therefore, offering or selling the
Notes or otherwise making them available to any retail investor in
the UK may be unlawful under the UK PRIIPs Regulation. Any offer of
the Notes in the UK will be made pursuant to an exemption under
Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the EUWA from a requirement to publish a prospectus for
offers of securities.
This announcement does not
constitute and shall not, in any circumstances, constitute a public
offering nor an invitation to the public in connection with any
offer within the meaning of the Regulation (EU) 2017/1129 (as
amended), and any relevant implementing measure in the relevant
Member State of the European Economic Area (the "Prospectus
Regulation"). The offer and sale of the Notes will be made pursuant
to an exemption under the Prospectus Directive, as implemented in
Member States of the European Economic Area, from the requirement
to produce a prospectus for offers of securities.
Manufacturer target market (MIFID II
product governance) is eligible counterparties and professional
clients only (all distribution channels). No PRIIPs key information
document ("KID") has been prepared as not available to retail
investors in EEA.
Manufacturer target market (U.K.
MiFIR product governance) is eligible counterparties and
professional clients only (all distribution channels). No U.K.
PRIIPs key information document ("KID") has been prepared as not
available to retail in the U.K.
No Notes are intended to be offered,
sold or otherwise made available to and should not be offered, sold
or otherwise made available to any member of the public in the
Cayman Islands. No Notes are intended to be offered, sold or
otherwise made available to and should not be offered, sold or
otherwise made available to the public or to any person in the
British Virgin Islands.
This press release may include
"forward looking statements" within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended. These forward looking statements can be
identified by the use of forward looking terminology, including the
terms "believes," "estimates," "anticipates," "expects," "intends,"
"may," "will" or "should" or, in each case, their negative, or
other variations or comparable terminology. These forward looking
statements include all matters that are not historical facts and
include statements regarding Harbour
or its affiliates' intentions, beliefs or current
expectations concerning, among other things, the
Offering.
By their nature, forward looking
statements involve risks and uncertainties because they relate to
events and depend on circumstances that may or may not occur in the
future. Readers are cautioned that forward looking statements are
not guarantees of future performance and that Harbour and its affiliates' actual
results of operations, financial condition and liquidity, and the
development of the industry in which they operate may differ
materially from those made in or suggested by the forward looking
statements contained in this press release. In addition, even
if Harbour or its
affiliates' results of operations, financial condition and
liquidity, and the development of the industry in which
the Harbour operates are
consistent with the forward looking statements contained in this
press release, those results or developments may not be indicative
of results or developments in subsequent periods. Given these risks
and uncertainties, you should not rely on forward looking
statements as a prediction of actual results.