End of Stabilisation Notice
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 19, 2025
Diversified Energy Company PLC
(“Diversified” or the "Company")
End of Stabilisation Notice
Further to the pre-stabilisation period announcement dated 17 September, 2025, Mizuho Securities USA LLC (Contact: James Watts (+1 (212) 205-7603)) hereby gives notice that (i) the Stabilising Manager named below and its affiliates did not undertake any stabilisation (within the meaning of Article 3.2(d) of the Market Abuse Regulation (EU/596/2014), including as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018) in relation to the securities identified below; (ii) the stabilisation period ends with immediate effect; and (iii) the over-allotment option for 857,002 ordinary shares (representing 15% of the total number of Ordinary Shares comprised in the offer) was exercised.
| 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 (6,570,355 Ordinary Shares including 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 |
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.
