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MarketScreener Homepage  >  Equities  >  London Stock Exchange  >  Diversified Gas & Oil PLC    DGOC   GB00BYX7JT74

DIVERSIFIED GAS & OIL PLC

(DGOC)
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Delayed Quote. Delayed London Stock Exchange - 08/05 04:13:26 am
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05/29DIVERSIFIED GAS & OIL PLC : annual earnings release
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Diversified Gas & Oil : Proposed Placing by way of Accelerated Bookbuild

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03/27/2019 | 02:50pm EDT

RNS Number : 2374U

Diversified Gas & Oil PLC

27 March 2019

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN ADMISSION DOCUMENT AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY ORDINARY SHARES IN THE CAPITAL OF THE COMPANY, NOR SHALL IT (OR ANY PART OF IT), OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH OR ACT AS ANY INDUCEMENT TO ENTER INTO, ANY CONTRACT OR COMMITMENT WHATSOEVER.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO.596/2014. ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

27 March 2019

Diversified Gas & Oil PLC ("DGO" or the "Company")

Proposed Acquisition of certain gas assets

Proposed Placing by way of Accelerated Bookbuild to raise not less than $225 million

Diversified Gas & Oil PLC (AIM: DGOC), a US based owner and operator of natural gas, natural gas liquids and oil wells as well as midstream assets, is pleased to announce that is has signed a conditional sale and purchase agreement (the "Acquisition Agreement") to acquire certain producing gas assets from HG Energy II Appalachia, LLC ("HG Energy") for a total cash consideration of approximately $400 million (the "Acquisition").

The assets being acquired from HG Energy include 107 unconventional, producing gas wells with a combined net daily production of over 20,000 boe. The wells are close to the Company's existing operations in the Appalachian Basin in the eastern United States, in Pennsylvania and West Virginia (the "HG Energy Assets").

The Acquisition (and related costs) will be funded by a combination of a drawdown from the Company's Existing KeyBank Facility and the net proceeds of the Placing. Mirabaud Securities Limited and Stifel Nicolaus Europe Limited (the "Joint Bookrunners") are acting as joint bookrunners for the Placing. Cenkos Securities plc is acting as Nominated Adviser to the Company in connection with the Placing.

The Placing is being conducted through an accelerated bookbuilding process (the " Bookbuild") which will be launched immediately following this Announcement and will be made available to eligible institutional investors. The Placing Price will be determined by the Joint Bookrunners following the Bookbuild. The Bookbuild is expected to close no later than 8.00 a.m. on 28 March 2019, but the Joint Bookrunners and the Company reserve the right to close the Bookbuild earlier or later, without further notice.

Further details of the Acquisition and the Placing will be announced shortly and will be set out in a circular to Shareholders which is expected to be published shortly (the "Circular"). The Placing is not conditional upon completion of the Acquisition.

Acquisition Highlights

*On Completion, pro forma net production will rise to over 90,000 boepd (1)

*The Acquisition will increase PDP Reserves to 566 mmboe

*The Acquisition will be immediately accretive to per share cashflow and earnings.

Notes:

(1)DGO production represents average Q4 2018 production and net production is stated after working interest and royalty adjustments

(2)Figures in this announcement are based on a USD:GBP exchange rate of £1 = $1.32, as at 27 March 2019

Commenting on the Acquisition and the Placing, CEO, Rusty Hutson said:

"This is yet another transformative transaction consistent with our ambitious and proven growth strategy. These are high quality assets that are synergistically compatible with our existing portfolio in terms of profile and geography. This package comprises significantly higher volumes per well than our previous acquisitions and achieve higher realised gas prices, resulting in a positive impact for the overall economics of the enlarged portfolio as we continue to reduce operating costs and drive higher margins. With an estimated net average production of over 90,000 boepd post completion, the Company will be established in the top-tier of London listed producers, supported by an extremely strong cash flow profile and a healthy balance sheet. We look forward to completing this transaction so we can turn our focus towards integration, an area of expertise that DGO continues to enhance with each acquisition that we complete. The Company's exciting growth journey continues apace and we thank our shareholders for their support and look forward to repaying their faith with long-term value creation."

Diversified Gas & Oil PLC

+ 1 (205) 408 0909

Rusty Hutson Jr., Chief Executive Officer

Brad Gray, Chief Operating Officer and Finance

Director

Eric Williams, Chief Financial Officer

www.dgoc.com

Cenkos Securities plc

+44 (0)20 7397 8900

Page 1 of 13

(Nominated Adviser)

Russell Cook

Katy Birkin

Ben Jeynes

Mirabaud Securities Limited

+44 (0)20 3167 7221

(Joint Broker)

Peter Krens

Edward Haig-Thomas

Stifel Nicolaus Europe Limited

+44 (0)20 7710 7600

(Joint Broker)

Callum Stewart

Nicholas Rhodes

Ashton Clanfield

Stifel Nicolaus & Company, Incorporated

+1 (713) 237 4516

(US Financial Adviser)

Sameer Parasnis

Chris Gibson

Buchanan

+44 (0)20 7466 5000

(Financial Public Relations)

Ben Romney

Chris Judd

James Husband

dgo@buchanan.uk.com

Background to, and reasons for, the Acquisition and the Placing

The Company currently has 1P PDP Reserves of 474 MMboe and daily net production of approximately 70 Mboe. The Acquisition will increase proved developed producing reserves by approximately 92 MMboe to 566 MMboe.

The production figures in the table below show barrel of oil equivalent per day (boepd) for the Group including the HG Energy Assets on a pro-forma basis:

DGO*

HG Energy Assets

Pro forma total

Gross

Net**

Gross

Net**

Gross

Net**

Gas

73,851

59,956

23,772

20,636

97,623

80,592

NGL

1,618

1,158

-

-

1,618

1,158

Oil

9,098

8,841

23

21

9,121

8,862

Total

84,567

69,955

23,795

20,657

108,362

90,612

*DGO production represents average Q4 2018 production

**Net production is stated after working interest and royalty adjustments

The HG Energy Assets include 107 unconventional producing gas wells and three unconventional non-producing gas wells (which the Company intends to bring back into production) located in the states of Pennsylvania and West Virginia, close to the Group's existing operations in the Appalachian Basin in the northeastern United States.

Although the HG Energy Assets are, in aggregate, relatively mature and beyond the high decline initial phase of production, they produce significant volumes of gas from relatively few wells, meaning that operating costs are significantly lower than the Company's existing portfolio. Accordingly, the addition of the HG Energy Assets will spread the fixed cost base of the Company over an increased production base, driving down operating costs per boe. The reserves are characterised by an average well life to date of approximately five years and a predictable production profile of approximately 60 years in total. The gas produced from the HG Energy Assets has an average calorific value of approximately 1,109 btu.

The wells included in the HG Energy Assets do not require any incremental general & administrative expense and the wells have a lower average stand alone operating expense (including lease operating expenses, gathering & compression expenses, third party gathering & transportation expenses and production taxes) of $4.49/boe versus an operating expense for the Company in 2018 of $6.84/boe (on an annualised basis). In addition, the HG Energy Assets have a very limited asset retirement liability of approximately $0.3 million, given the long life of the wells.

Included within the 107 producing wells, HG Energy has planned and financed two new wells and the installation of gas compression, which DGO expects to lead to 2019 production exhibiting no decline from that recorded in 2018. In addition, with significant pipeline capacity to multiple end markets, there is a limited need for firm transportation agreements, as well as exposure to diversified gas markets, with low basis differentials (estimated average $0.37/mmBtu in FY2019).

The Acquisition is expected to be immediately accretive to free cashflow and earnings, with an estimated increase in pro-forma free cash flow per share of 19%, with a greater than corresponding increase in dividend per share. Following Completion, the Company will retain a strong balance sheet and conservative leverage metrics, of 1.8x Net Debt to 2018 Adjusted EBITDA and 30% Net Debt to PDP NPV10.

The Acquisition

DGO Corp, a wholly-owned subsidiary of the Company, has entered into a conditional sale and purchase agreement with HG Energy for the conditional acquisition of certain gas leaseholds, wells, working interests, licenses, related equipment and other assets.

The HG Energy Assets include 107 unconventional producing gas wells and three unconventional non-producing gas wells (which the Company intends to bring back into production) located in the states of Pennsylvania and West Virginia, close to the Group's existing operations in the Appalachian Basin in the northeastern United States, principally in the states of Ohio, Pennsylvania, West Virginia and northeast Tennessee.

Page 2 of 13

Management internal estimates have determined that the HG Energy Assets have proven reserves of approximately 92 MMboe with an estimated NPV10 of $462 million (£350 million). Current net daily production is approximately 21 mboe. Based on trading in the 12 months to 31 December 2018, the HG Energy Assets generated unaudited EBITDA of $96 million (£72.7 million).

The table below sets out details on the wells by state included in the HG Energy Assets and the relative 1P PDP figures:

Number of

Total Proved

Net gas

Net oil

Net total

Well District

Producing

Properties

mmcf

mbbl

mboe

Pennsylvania

56

368,820

17

61,487

West Virginia

51

185,240

24

30,897

Total

107

554,060

41

92,384

Source: Management internal estimates

The working interest across all wells is 100 per cent., while the overall average net revenue interest is approximately 87 per cent.

The table below sets out summary pro-forma financial information for the HG Energy Assets for the year ended 31 December 2018 extracted from HG Energy's unaudited management accounts, as adjusted by the Directors:

Extracted unaudited pro-forma results for the HG Energy Assets:

Year ended

31

December

2018

(Unaudited)

Revenue

$'000

137,237

Production taxes

(2,862)

Operating & other expenses

(38,142)

Gross profit

96,233

General & administrative expenses

-

EBITDA

96,233

The Acquisition Agreement contains certain undertakings and warranties given by HG Energy, which are usual for a transaction of this nature. Claims under the warranties generally must be brought within twelve months of the closing of the Acquisition. The Acquisition Agreement contains certain specified representations for which there is no time limit for claims to be brought, including representations concerning organisation, existence and qualification, and authorization, approval and enforceability.

The Acquisition Agreement is capable of termination by DGO Corp prior to closing if HG Energy commits a material breach of, or fails to perform, its representations, warranties and covenants and such breach or failure to perform is not cured within ten business days after receiving notice thereof.

If the conditions to closing are not satisfied due to breach by DGO Corp, HG Energy has the right to terminate the Acquisition Agreement and receive as its sole and exclusive remedy the deposit of $10 million that is held in escrow pending Completion. If the conditions to closing are not satisfied due to breach by HG Energy, DGO Corp has the right to (i) terminate the Acquisition Agreement and receive the deposit of $10 million that is held in escrow pending Completion or (ii) seek specific performance of the Acquisition Agreement by HG Energy.

Details of the Existing KeyBank Facility, Placing and Use of Proceeds

The Acquisition (and related costs) will be funded by a combination of draw-down under the Company's Existing KeyBank Facility and from the net proceeds of the Placing.

Existing KeyBank Facility

The Group currently has in place a $1.5 billion, five-year senior secured credit facility (the "Existing KeyBank Facility") with a syndicate of twelve US banks, led by KeyBank National Association ("KeyBank"). The syndicate comprises KeyBank, Huntington National Bank, Citizens Bank, N.A., Branch Banking and Trust Company, Iberia Bank, CIT Bank, N.A., First Tennessee Bank, N.A. RBC, ING Capital LLC, CIBC, U.S. Bank National Association and Credit Agricole.

As at 28 February 2019, the amount drawn down by the Group under the Existing KeyBank Facility was $460 million with a current borrowing base of $725 million. Following Completion, and the increase in the Company's PDP Reserves, the Group expects to agree a corresponding increase in the borrowing base available to the Group.

The Existing KeyBank Facility has an interest rate of LIBOR plus a margin based on a pricing grid of 2.25 per cent. to 3.25 per cent. based upon utilisation. The Existing KeyBank Facility contains standard representations and warranties, armative and negative covenants and events of defaults, including financial reporting requirements and performance covenants.

Bookbuild and Placing

The Bookbuild will be conducted by the Joint Bookrunners on behalf of the Company in accordance with the terms and conditions set out in the Appendix 1 to this Announcement. The Bookbuild will open with immediate effect following this Announcement.

It is expected that the Bookbuild will close before 8.00 a.m. on 28 March 2019. However, the timing of the closing of the Bookbuild and allocations are at the absolute discretion of the Joint Bookrunners and the Company. Details of the results of the Placing will be announced as soon as practicable after the close of the Bookbuild.

This Announcement should be read in its entirety. Investors' attention is drawn to the detailed terms and conditions of the Bookbuild described in Appendix 1 (which forms part of this Announcement). By choosing to participate in the Placing and by making a written or oral and legally binding oer to acquire Placing Shares, investors will be deemed to have read

Page 3 of 13

and understood this Announcement in its entirety (including the Appendix) and to be making such oer on the terms and subject to the conditions of the Placing contained here, and to be providing the representations, warranties and acknowledgements contained in Appendix 1.

The issue of the Placing Shares is conditional, inter alia, on the passing of the Resolutions at the General Meeting. The Placing is not underwritten or otherwise guaranteed.

On 27 March 2019, the Company, Mirabaud, Stifel and Cenkos Securities entered into the Placing Agreement pursuant to which Mirabaud and Stifel agreed, subject to certain conditions, to use their reasonable endeavours to procure subscribers for the Placing Shares pursuant to the Placing.

The Placing is conditional, inter alia, upon:

(i)the Resolutions to be proposed at the General Meeting being passed without amendment;

(ii)compliance by the Company in all material respects with its obligations under the Placing Agreement; and

(iii)Admission having become eective by not later than 8.00 a.m. on 18 April 2019 or such later date as the parties shall agree being not later than 8.00 a.m. on 29 April 2019.

Under the Placing Agreement, which may be terminated by Mirabaud, Stifel or Cenkos Securities in certain circumstances prior to Admission, the Company has given certain warranties and indemnities to Mirabaud, Stifel and Cenkos Securities concerning, inter alia, the accuracy of the information contained in this document.

Application will be made for the Placing Shares to be admitted to trading on AIM, subject to the passing of the Resolutions at the General Meeting. It is expected that Admission will become eective and that dealings in the Placing Shares will commence on AIM on 18 April 2019.

The Placing Shares will rank, on issue, pari passu in all respects with the Existing Ordinary Shares including the right to receive all dividends and distributions paid or made in respect of the Ordinary Shares including the Q1 2019 dividend in respect of the first quarter to 31 March 2019 expected to be announced in June 2019 and paid in September 2019. The Placing Shares will not receive the final quarter dividend in respect of the year ended 31 December 2018 to be paid on 28 June 2019 to those shareholders on the register at 11 April 2019. The Placing Shares will be issued free from all liens, charges and encumbrances.

Current Trading and Prospects

2017 and 2018 was a time of significant growth for DGO with the Company completing a total of seven acquisitions during this period following IPO, including the transformative acquisitions of assets from Titan Energy LLC in October 2017 and entities holding certain gas and oil assets of EQT Corporation in July 2018. DGO exited 2018 with daily production of over 70,000 boepd, and over 10,500 miles of midstream pipeline and associated infrastructure, in a portfolio that established DGO as the largest conventional producer in the Appalachian Basin.

On 28 February 2019, the Company announced its final results for the year ended 31 December 2018. For the year ended 31 December 2018, DGO generated revenues of $289.7 million and reported an adjusted EBITDA (unhedged) of $161.9 million.

The Board recommended a final dividend of 3.40 cents per Ordinary Share for Q4 2018 making the total dividend for the year ended 31 December 2018 of 11.225 cents per Ordinary Share (2017: 5.44 cents per Ordinary Share).

The Board believes that the outlook for 2019 and beyond is wholly encouraging, and the Company is fortunate to have strong opportunities on account of its low-risk business model. The Company has achieved rapid expansion and its focus will be on the continued successful integration and value extraction of the material acquisitions completed in 2018 as well as the Acquisition.

Following Completion, the Company will produce approximately 91 mboed (net), making the Company a material producer amongst its small-mid cap peer group and the largest gas and oil producer on AIM. Increased combined production, improved operational eciencies and the corresponding earnings enhancing impact on the Group, significantly enhances the future prospects of the Group. The Directors continue to identify further suitable acquisition targets.

Financial Information

Audited accounts for the Group for each of the three years ended 31 December 2018, 31 December 2017 and 31 December 2016 are available on the Company's website at www.dgoc.com.

General Meeting

The issue of the Placing Shares is conditional upon, inter alia, the approval by Shareholders of the Resolutions to be proposed at the General Meeting. A notice convening the General Meeting to be held at Buchanan Communications Ltd, 107 Cheapside, London, EC2V 6DN at 12.30 p.m. on 17 April 2019 will be set out in the Circular, at which the Resolutions will be proposed to enable the issue of the Placing Shares.

The issue of the Placing Shares is conditional,inter alia, on Shareholders passing the appropriate Resolutions being proposed at the General Meeting. If Shareholders do not pass the appropriate Resolutions, the issue of the Placing Shares will not proceed.

Recommendation and Voting Intentions

The Directors consider that the issue of the Placing Shares is in the best interests of Shareholders as a whole and unanimously recommend that Shareholders vote in favour of the Resolutions, as the Directors intend to do in respect of their own beneficial holdings of 44,982,981 Ordinary Shares, representing approximately 8.3 per cent. of the Existing Ordinary Shares. If the Resolutions are not passed, the Company will be unable to issue the Placing Shares.

IMPORTANT INFORMATION

This Announcement contains 'forward-looking statements' concerning the Company that are subject to risks and uncertainties. Generally, the words 'will', 'may', 'should', 'continue', 'believes', 'targets', 'plans', 'expects', 'aims', 'intends', 'anticipates' or similar expressions or negatives thereof identify forward-looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Company's operations; and (iii) the effects of government regulation on the Company's business.

Page 4 of 13

These forward-looking statements involve risks and uncertainties that could cause actual results to dier materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as (i) price fluctuations in crude oil and natural gas; (ii) changes in demand for the Company's respective products; (iii) currency fluctuations; (iv) drilling and production results; (v) reserves estimates; (vi) loss of market share and industry competition; (vii) environmental and physical risks; (viii) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (ix) legislative, fiscal and regulatory developments including regulatory measures addressing climate change; (x) economic and financial market conditions in various countries and regions; (xi) political risks, including the risks of renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement of shared costs; and

(xii)changes in trading conditions. The Company cannot give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. The Company does not undertake any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons who require advice should consult an independent financial adviser.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an oer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, except pursuant to an exemption from registration. No public oering of securities is being made in the United States.

The distribution of this Announcement and the oering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Joint Bookrunners that would permit an oering of such shares or possession or distribution of this Announcement or any other oering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, any such restrictions.

Cenkos Securities, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company in relation to the Placing and is not acting for any other persons in relation to the Placing. Cenkos Securities is acting exclusively for the Company and for no one else in relation to the matters described in this Announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections aorded to clients of Cenkos Securities, or for providing advice in relation to the contents of this Announcement or any matter referred to in it.

Mirabaud, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as Joint Bookrunner to the Company in relation to the Placing and is not acting for any other persons in relation to the Placing. Mirabaud is acting exclusively for the Company and for no one else in relation to the matters described in this Announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections aorded to clients of Mirabaud, or for providing advice in relation to the contents of this Announcement or any matter referred to in it.

Stifel, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as Joint Bookrunner to the Company in relation to the Placing and is not acting for any other persons in relation to the Placing. Stifel is acting exclusively for the Company and for no one else in relation to the matters described in this Announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections aorded to clients of Stifel, or for providing advice in relation to the contents of this Announcement or any matter referred to in it.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by either Cenkos Securities, Mirabaud or Stifel or by any of their respective aliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

All Reserves and Resources definitions and estimates shown in this Announcement are based on the 2007 SPE/AAPG/WPC/SPEE Petroleum Resource Management System.

Technical information in this Announcement has been reviewed by Trevor Mallernee. He has 20 years of industry experience in oil and gas exploration and production with Diversified Gas and Oil, Titan Energy, Atlas Energy Resources, Range Resources, Great Lakes Energy, and Chevron Overseas Petroleum, Inc. He holds qualifications from Marietta College with a B.S. in Petroleum Engineering and has been a member of several industry organizations including the Society of Petroleum Engineers.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Placees should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; Placing Shares oer no guaranteed income and no capital protection; and an investment in Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sucient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to Placing Shares.

Dealing Codes:

Ticker: DGOC.L

ISIN for the Ordinary Shares: GB00BYX7JT74

SEDOL for the Ordinary Shares: BYX7JT7

Page 5 of 13

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Diversified Gas & Oil plc published this content on 27 March 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 27 March 2019 19:49:03 UTC

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Financials (USD)
Sales 2019 505 M - -
Net income 2019 118 M - -
Net Debt 2019 639 M - -
P/E ratio 2019 6,10x
Yield 2019 12,5%
Capitalization 915 M 914 M -
EV / Sales 2019 3,08x
EV / Sales 2020 3,55x
Nbr of Employees 918
Free-Float 93,1%
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Income Statement Evolution
Consensus
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Mean consensus OUTPERFORM
Number of Analysts 6
Average target price 1,70 $
Last Close Price 1,27 $
Spread / Highest target 44,6%
Spread / Average Target 33,4%
Spread / Lowest Target 25,3%
EPS Revisions
Managers
NameTitle
Robert Russell Hutson Chief Executive Officer & Director
David Edward Johnson Independent Non-Executive Chairman
Bradley Grafton Gray COO, Finance Director & Director
Eric M. Williams Chief Financial Officer
David Myers Chief Information Officer
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