Harbour Energy plc
Launch of offering of $500 million senior notes
4 October 2021
Harbour Energy announces today that it has launched an offering (the “Offering”) of $500 million five year Rule 144A/Regulation S senior notes (the “Notes”). The offering of the Notes, the interest rate, the offering price and certain other terms will be determined at the time of pricing of the Notes, subject to market conditions.
Harbour Energy intends to use the gross proceeds of the Offering to repay in full and cancel its Shell Junior Facility, partially repay drawings under its senior secured reserves-based lending facility and for transaction fees and expenses.
Harbour Energy plc
Elizabeth Brooks, Head of Investor Relations Tel: 020 7824 1116
This announcement is for information purposes only and is not intended for publication, release or distribution to, or use by, any person or entity in any jurisdiction or country where such publication, release, distribution or use would be contrary to law or regulation. In particular, this announcement does not constitute a prospectus or an offer or sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia) and this announcement may not be distributed except to (1) persons that are qualified institutional buyers (“QIBs”) as defined in Rule 144A under the U.S. Securities Act of 1933 (the “Securities Act”); or (2) to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act (and, if investors are resident in (i) a member state of the European Economic Area (“EEA”), a qualified investor within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) or (ii) the United Kingdom, a qualified investor within the meaning of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”). Such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. No public offering of securities will be made in the United States or in any other jurisdiction where such an offering is restricted or prohibited.
No securities are intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or the United Kingdom. For these purposes, a retail investor in (i) the EEA means a person who is one (or more) of: (a) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (b) a customer within the meaning of Directive 2016/97/EU, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (ii) the United Kingdom means a person who is one (or more) of: (a) a retail client as defined in point (8) of Article 2 of Regulation (EU) No. 2017/565 as it forms part of domestic law by virtue of the EUWA; or (b) a customer within the meaning of the Financial Services and Markets Act 2000, as amended to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of domestic law by virtue of the EUWA.
Manufacturer target market (MiFID II product governance / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document has been prepared as not available to retail in the EEA. No United Kingdom PRIIPs key information document has been prepared as not available to retail in the United Kingdom.
No securities 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 securities 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 announcement may include projections and other “forward-looking” statements within the meaning of applicable securities laws. Any such projections or statements reflect the current views of Harbour Energy plc (“Harbour Energy”) about further events and financial performance. No assurances can be given that such events or performance will occur as projected and actual results may differ materially from these projections. Harbour Energy undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this announcement.
Neither the content of Harbour Energy’s website nor any website accessible by hyperlinks on Harbour Energy’s website is incorporated in, or forms part of, this announcement.
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.
Harbour Energy is the largest independent oil and gas company listed in the UK with a diversified global footprint. For more information, please visit us at www.harbourenergy.com.
Certain statements made and information contained herein constitute “forward-looking information” (within the meaning of applicable securities legislation). Such statements and information (together, “forward-looking statements”) relate to future events, including Harbour Energy’s future performance, business prospects or opportunities. Forward-looking statements include, but are not limited to, statements with respect to estimates of reserves and/or resources, future production levels, future capital expenditures and their allocation to exploration and development activities, future drilling and other exploration and development activities. Ultimate recovery of reserves or resources are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.
All statements other than statements of historical fact may be forward-looking statements. Statements concerning proven and probable reserves and resource estimates may also be deemed to constitute forward-looking statements and reflect conclusions that are based on certain assumptions that the reserves and resources can be economically exploited. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions) are not statements of historical fact and may be “forward-looking statements”. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations and assumptions will prove to be correct and such forward-looking statements should not be relied upon. These statements speak only as on the date of the information and Harbour Energy does not intend, and does not assume any obligation, to update these forward-looking statements, except as required by applicable laws. These forward-looking statements involve risks and uncertainties relating to, among other things, operational risks (including exploration and development risks), productions costs, availability of drilling equipment, reliance on key personnel, reserve estimates, health, safety and environmental issues, legal risks and regulatory changes, competition, geopolitical risk, and financial risks. These risks and uncertainties are described in more detail under the heading “Risk management” and elsewhere in Harbour Energy’s Annual Report. Readers are cautioned that the foregoing list of risk factors should not be construed as exhaustive. Actual results may differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements are expressly qualified by this cautionary statement.