Capital/Financing Update • Jan 25, 2024
Capital/Financing Update
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January 25, 2024
Zenith Energy Ltd. ("Zenith" or the "Company") (LSE: ZEN; OSE: ZENA; OTCQB: ZENAF), the listed international energy production and development company with a focus on opportunities in Central Asia and the USA, hereby announces that it is inviting holders ("Noteholders") of the following outstanding series of notes (together, the "Existing Notes"):
to offer to exchange (the "Exchange Offer") such Outstanding Notes into the following new notes issued by the Company (the "New Notes") at an exchange ratio 1:1:
Further details of the Exchange Offer and the New Notes, including the relevant final terms of the New Notes, are set out in the Exchange Offer Document dated January 25, 2024, prepared in connection with the Exchange Offer and is subject to the offer and distribution restrictions set out below.
Settlement of the Exchange Offer is expected to take place on or before February 23, 2024.
Investors, their agents, and custodians may complete the Exchange via Bondpartners SA, Lausanne / Switzerland and Capital International Group London who will facilitate the Exchange Offer as agents.
Before making a decision on whether to exchange Existing Notes for New Notes, Noteholdersshould carefully consider all of the information contained in, and incorporated by reference into, the EMTN Base Prospectus dated 16 March 2023, as supplemented from time to time if necessary. They should seek advice from any tax, accounting, financial and legal advisers they may deem necessary. The EMTN Base Prospectus and its supplements are available on the website of Zenith (https://www.zenithenergy.ca/investors/bonds-creditratings/)
Noteholders are advised to check with any bank, securities broker, or other intermediary through which they hold Existing Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange Offer before the deadlines specified above.
The technical instructions to effect the exchange is set out in the Exchange Offer Document which can be obtained from the following contacts. The Company is fully available to answer any questions and requests for assistance in connection with the Exchange Offer:
| Zenith Energy Ltd | |
|---|---|
| Andrea Cattaneo, Chief Executive Officer | Tel: +1 (587) 315 1279 |
| E: [email protected] |
Each Noteholder is solely responsible for making its own independent appraisal of all matters as such Noteholder deems appropriate (including those relating to the Exchange Offer, the New Notes and the Company, the relevant Existing Notes) and each Noteholder must make its own decision, based upon its own judgement and having obtained advice from such financial, accounting, legal and tax advisers as it may deem necessary, as to whether to offer any or all of its Existing Notes for exchange pursuant to the Exchange Offer.
None of the Company or respective directors, employees or affiliates makes any recommendation as to whether holders of Existing Notes should offer any Existing Notes for exchange pursuant to the Exchange Offer or refrain from doing so and no one has been authorised by any of them to make any such recommendation.
This announcement contains important information which should be read carefully before any decision is made with respect to the Exchange Offer. If any Noteholder is in any doubt as to the contents of this announcement or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
This announcement does not constitute an invitation to participate in the Exchange Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws and regulations. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession either this announcement comes are required by the Company to inform themselves about, and to observe, any such restrictions.
No action has been or will be taken in any jurisdiction by the Company in relation to the Exchange Offer that would permit a public offering of securities. The Exchange Offer has been prepared on the basis that the Exchange Offer in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for any offer of securities.
Each Exchange Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone and the internet. The Existing Notes may not be offered in the Exchange Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the "Securities Act") or to U.S. persons as defined in Regulation S of the Securities Act (each a "U.S. Person"). Accordingly, copies of this announcement and any other documents or materials relating to each Exchange Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or U.S. Persons. Any purported offer of Existing Notes for exchange resulting directly or indirectly from a violation of these restrictions will be invalid and any purported offer of Existing Notes for exchange made by a person located in the United States or any agent, fiduciary or other intermediary acting on a nondiscretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
This announcement is not an offer of securihes for sale in the United States or to U.S. Persons. The Exishng Notes and the New Notes may not be offered or sold in the United States absent registrahon under, or an exemphon from the registrahon requirements of, the Securihes Act. The New Notes and the Exishng Notes have not been, and will not be, registered under the Securihes Act or the securihes laws of any state or other jurisdichon of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons. The purpose of this announcement may not be sent or given to a person in the United States or otherwise to any person other than in an offshore transachon in accordance with Regulahon S under the Securihes Act.
Each Noteholder parhcipahng in the Exchange Offer will represent that it is not a U.S. Person and it is not located in the United States and is not parhcipahng in the Exchange Offer from the United States or it is achng on a non-discrehonary basis for a principal located outside the United States that is not giving an order to parhcipate in the Exchange Offer from the United States. "United States" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.
The communicahon by the Company of this announcement and any other documents or materials relahng to the Exchange Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of sechon 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communicahon of such documents and/or materials is exempt from the restrichon on financial promohons under sechon 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons in the United Kingdom falling within the definihon of investment professionals (as defined in Arhcle 19(5) of the Financial Services and Markets Act 2000 (Financial Promohon) Order 2005 (the "Order") or those persons who are exishng members or creditors of the Company within Arhcle 43 of the Order, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.
Each Exchange Offer is not being made, directly or indirectly, to the public in France. Neither this announcement nor any other documents or offering materials relahng to the Exchange Offer have been or shall be distributed to the public in France and only (i) providers of investment services relahng to porkolio management for the account of third parhes (personnes fournissant le service d'inves2ssement de ges2on de portefeuille pour compte de 2ers) and/or (ii) qualified investors (inves2sseurs qualifiés) achng for their own account, all as defined in, and in accordance with, Arhcles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to parhcipate in the Exchange Offer. This announcement has not been and will not be submiled for clearance procedures (visa) of the Autorité des marchés financiers.
None of this announcement or any other documents or materials relahng to each Exchange Offer, or the New Notes have been or will be submiled to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulahons.
Each Exchange Offer is being carried out in the Republic of Italy as an exempted offer pursuant to arhcle 101 bis, paragraph 3-bis of the Legislahve Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and arhcle 35-bis, paragraph 4, of CONSOB Regulahon No. 11971 of 14 May 1999, as amended (the "CONSOB RegulaVon"). The Exchange Offer is also being carried out in compliance with arhcle 35-bis, paragraph 7 of the CONSOB Regulahon.
Noteholders located in the Republic of Italy or beneficial owners of the Exishng Notes can offer to exchange the Exishng Notes pursuant to the Exchange Offer through authorised persons (such as investment firms, banks or financial intermediaries permiled to conduct such achvihes in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulahon No. 20307 of 15 February 2018, as amended from hme to hme, and Legislahve Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulahons or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulahons concerning informahon duhes visà-vis its clients in connechon with the Exishng Notes, the New Notes or the Exchange Offer.
Neither this announcement nor the electronic transmission thereof conshtutes an offer to buy the New Notes or the solicitahon of an offer to sell the Exishng Notes and/or the New Notes and offers for the exchange of Exishng Notes for New Notes pursuant to the Exchange Offer will not be accepted from Noteholders in any circumstances in which such offer or solicitahon is unlawful. In those jurisdichons where the securihes laws, blue sky laws or other laws require an exchange offer to be made by a licensed broker or dealer or any of their respechve affiliates is such a licensed broker or dealer or similar in any such jurisdichon, the Exchange Offer shall be deemed to be made in such jurisdichons by such affiliate, as the case may be, on behalf of the Company in such jurisdichon.
No achon has been or will be taken in any jurisdichon by the Company that would permit a public offering of the New Notes.
In addihon to the representahons referred to above in respect of the United States, each Noteholder parhcipahng in the Exchange Offer will also be deemed to give certain representahons in respect of the other jurisdichons referred to above. Any offer of Exishng Notesfor exchange pursuant to each Exchange Offer from a Noteholder that is unable to make these representahons will not be accepted.
The Company reserves the right, in its sole and absolute discrehon, to inveshgate, in relahon to any offer of Exishng Notes for exchange pursuant to the Exchange Offer whether any such representahon given by a Noteholder is correct and, if such inveshgahon is undertaken and as a result the Company determines (for any reason) that such representahon is not correct, such offer may be rejected.
Zenith Energy Ltd. is a revenue generating, independent energy company with production, exploration and development assets in North Africa and Europe, including electricity generation in Italy. The Company is listed on the London Stock Exchange Main Market (LSE: ZEN), the Euronext Growth of the Oslo Stock Exchange (OSE: ZENA) and the Venture Market of the OTCQB (OTCQB: ZENAF).
Zenith's strategic focus is on pursuing development opportunities through the development of proven revenue generating energy production assets, as well as low-risk exploration activities in assets with existing production.
For more information, please visit: www.zenithenergy.ca Twitter: @zenithenergyltd LinkedIn: https://bit.ly/3A5PRJb
The informahon contained within this announcement is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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