Neither this announcement, nor anything contained herein, shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any shares referred to in this announcement.
September 17, 2025
Diversified Energy Company PLC
(“Diversified” or the "Company")
Pre-Stabilisation Notice
Mizuho Securities USA LLC (Contact: James Watts (+1 (212) 205-7603)) hereby gives notice that the Stabilising Manager named below and its affiliates may stabilise the offer of the following securities in accordance with Commission Delegated Regulation EU/2016/1052 under the Market Abuse Regulation (EU/596/2014), including as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) and the rules of the Financial Conduct Authority.
| The securities: | |
| Issuer: | Diversified Energy Company PLC (the "Company") |
| Securities: | Ordinary Shares with a par value of £0.20 each |
| ISIN: | GB00BQHP5P93 |
| Offering size: | 5,713,353 Ordinary Shares (excluding the over-allotment option) |
| Description: | An underwritten secondary offering in the United States of up to 5,713,353 ordinary shares |
| Offer price: | US$13.75 |
| Stabilisation: | |
| Stabilising manager: | Mizuho Securities USA LLC of 1271 Avenue of the Americas, New York, New York 10020 |
| Stabilisation period expected to start on: | 17 September 2025 |
| Stabilisation period expected to end no later than: | 17 October 2025 (close of business), being the date which is 30 calendar days from the beginning of the stabilisation period |
| Existence, maximum size and conditions of use of over-allotment facility: | The Stabilising Manager may over-allot the securities to the extent permitted in accordance with applicable law, up to the maximum size of 857,002Ordinary Shares (representing a maximum of 10% of the total number of Ordinary Shares comprised in the offer). |
| Stabilisation trading venue: | All Stabilisation activity will occur in the United States |
| Over-allotment Option: | |
| Terms: | In connection with the offer, the Stabilising Manager or any of its agents may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Ordinary Shares or effect other stabilisation transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. The Stabilising Manager is not required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of adequate public disclosure of the final price of the securities and ends no later than 30 calendar days after the date of allotment. However, there will be no obligation on the Stabilising Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilisation, if commenced, may be discontinued at any time without prior notice. Except as required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the offer. For the purposes of allowing the Stabilising Manager to cover short positions resulting from any over-allotments and/or from sales of Ordinary Shares effected by it during the stabilising period, the Company has granted the Stabilising Manager an option (the "Over-allotment Option"), pursuant to which the Stabilising Manager may purchase or procure purchasers for up to 857,002 additional Ordinary Shares (representing a maximum of 10% of the total number of Ordinary Shares comprised in the offer (the "Over-allotment Shares") at the offer price. The Over-allotment Option is exercisable in whole or in part upon notice by the Stabilising Manager, at any time during the stabilisation period. |
| Duration: | The Over-allotment Option may be exercised in full or in part at any time during the stabilisation period. |
Important Notice to UK and EU Investors
This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Company in any jurisdiction in which such an offer or solicitation is unlawful. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement is addressed to and directed at persons who: (A) if in Member States of the European Economic Area ("Member States"), are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129 (as amended) ("Qualified Investors"); and (B) if in the United Kingdom, are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 who are: (i) persons who have professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth bodies corporate, unincorporated associations and partnerships or the trustees of high value trusts falling within Article 49(2)(a) to (d) of the Order; or (C) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (B) and (C) together being "Relevant Persons"). This announcement must not be acted or relied on: (i) in the United Kingdom, by persons who are not Relevant Persons; and (ii) in any Member State by persons who are not Qualified Investors. Any investment activity to which this announcement relates: (i) in the United Kingdom is available only to, and may be engaged only with, Relevant Persons; and (ii) in any Member State is available only to, and may be engaged only with, Qualified Investors.
This announcement is not for release, publication or distribution, directly or indirectly, in or into the Australia any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities, to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful.
There will be no public offer of the securities referred to herein in Australia, Japan or South Africa. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia Japan or South Africa.