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DJ Diversified Gas & Oil Corp. Update to Bondholders

 
TIDMDOIL 
 
NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT CONSTITUTES AN OFFER TO SELL OR 
ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY 
SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE 
UNLAWFUL AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR 
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, 
CANADA, JAPAN, THE REPUBLIC OF IRELAND, SOUTH AFRICA OR ANY JURISDICTION IN 
WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED 
JURISDICTION"). 
 
For immediate release 
 
19 December 2016 
 
                           Diversified Gas & Oil plc 
                     ("DGO", the "Company" or the "Group") 
 
                             Update to Bondholders 
 
Further to the announcement made on 8 November 2016, Diversified Gas & Oil PLC, 
a US based gas and oil producer, made the following offers to bondholders of 
the Company ("Bondholders"), conditional on the Company's proposed admission to 
the AIM Market of the London Stock Exchange ("Admission"). 
 
The Company has made an offer to all Bondholders (other than Bondholders in the 
United States) to buy back and cancel all Bonds in issue.  As set out in the 
offer to Bondholders the consideration is to be satisfied by the allotment to 
Bondholders of new ordinary shares of the Company at a discount of 20% to the 
placing price at the time of Admission (the "Buyback Share Offer"). The Company 
has also made an alternative offer to Bondholders for the Company to repurchase 
the Bonds for cash at a price of GBP1.05 per Bond (the "Cash Alternative Offer", 
together the "Offers"). 
 
Bondholders could elect to accept (i) the Buyback Share Offer (if located 
outside of the United States) in respect of all of their Bonds or (ii) the Cash 
Alternative Offer in respect of all of their Bonds.  If a Bondholder did not 
accept either the Buyback Share Offer or the Cash Alternative Offer in respect 
of all of their Bonds, the Company is not be obliged to redeem any of that 
Bondholders Bonds outstanding until the final redemption date being 24 June 
2020. Any Bonds outstanding following the Offers  will be de-listed from ISDX 
upon Admission and no alternative arrangements for dealing or trading in the 
Bonds will be arranged by the Company. 
 
The offer letter, dated 16 November 2016 stated that Admission was expected to 
be on or after 6 December 2016.  The Company has announced subsequently that 
Admission has been deferred to January 2017.  Under the terms of the Buyback 
Share Offer and the Cash Alternative Offer, Bondholders would not receive 
interest coupon payments for the period from 1 October 2016 up to the date of 
repurchase of the Bonds or thereafter.  The Company confirms that Bondholders 
who have accepted either of the Offers, as set out above, will now receive 
interest coupon payments for the period from 1 October 2016 to 31 December 
2016.  However no interest will be paid to Bondholders who have accepted either 
of the Offers,  in respect of future periods from 1 January 2017. 
 
As at the date of this announcement, the Company has received acceptances for 
the Cash Alternative Offer representing approximately 74 per cent. of the Bonds 
and acceptances for the Buyback Share Offer representing approximately 1 per 
cent. of the Bonds, both conditional on Admission.  The Company confirms that 
the closing date for receipt of acceptances under the Offers has been extended 
to 13 January 2017. 
 
As at the date of this announcement, Robert Post and Rusty Hutson Jr. each hold 
GBP216,000 of Bonds. Conditional on Admission, both Robert Post and Rusty Hutson 
have accepted the Cash Alternative Offer described above, in relation to all of 
their Bonds. 
 
A further announcement will be made when appropriate. 
 
The Directors of Diversified Gas & Oil PLC accept responsibility for this 
announcement. 
 
Diversified Gas & Oil PLC 
Rusty Hutson, Chief Executive Officer 
Brad Gray, Finance Director 
+ 1 (205) 408 0909 
www.diversifiedgasandoil.com 
 
ISDX Corporate Adviser: 
 
Alexander David Securities Limited 
David Scott - Corporate Finance 
James Dewhurst - Corporate Broking 
Telephone : +44 (0) 207 448 9820 
http://www.ad-securities.com 
 
Smith & Williamson Corporate Finance Limited (Nominated Adviser & Joint Broker) 
Russell Cook 
Azhic Basirov 
Katy Birkin 
+44 20 7131 4000 
 
Mirabaud Securities LLP (Lead Broker) 
Peter Krens 
Edward Haig-Thomas 
+44 20 7878 3362 
 
Buchanan (Financial Public Relations) 
Ben Romney 
Bobby Morse 
Chris Judd 
+44 20 7466 5000 
 
FORWARD-LOOKING STATEMENTS 
 
This announcement contains forward looking statements, which have been made 
after due and careful enquiry and are based on the Directors' current 
expectations and assumptions and involve known and unknown risks and 
uncertainties that could cause actual results, performance or events to differ 
materially from those expressed or implied in such statements.  Forward-looking 
statements are sometimes identified by the use of forward-looking terminology 
such as "targets", "believes", "expects", "aims", "intends", "plans", "will", 
"may", "anticipates", "would", "could" or similar expressions or the negative 
thereof.  The Board believes that the expectations reflected in these 
statements are reasonable, but they may be affected by a number of variables 
which could cause actual results or trends to differ materially. These 
forward-looking statements speak only as of the date of this announcement. Save 
as required by law, each of the Group and Smith & Williamson expressly disclaim 
any obligation or undertaking to disseminate any updates or revisions to any 
forward-looking statements contained herein to reflect any change in the 
Group's expectations with regard thereto, any new information or any change in 
events, conditions or circumstances on which any such statements are based, 
unless required to do so by law or any appropriate regulatory authority. Given 
these uncertainties, prospective investors are cautioned not to place any undue 
reliance on such forward looking statements. 
 
Prior to making an investment decision in respect of the Ordinary Shares, 
prospective investors should consider carefully all of the information within 
the Admission Document. The Board believes the risks set out therein to be the 
most significant for potential investors. However, the risks listed do not 
necessarily comprise all those associated with an investment in the Company. In 
particular, the Group's performance may be affected by changes in market or 
economic conditions and in legal, regulatory and/or tax requirements. 
 
IMPORTANT NOTICE 
 
Neither the contents of the Company's website nor the contents of any website 
accessible from hyperlinks on the Company's website (or any other website) is 
incorporated into, or forms part of, this announcement. 
 
This announcement does not constitute, or form part of, a prospectus relating 
to the Company, nor does it constitute or contain any invitation or offer to 
any person, or any public offer, to subscribe for, purchase or otherwise 
acquire any shares in the Company or advise persons to do so in any 
jurisdiction, nor shall it, or any part of it form the basis of or be relied on 
in connection with any contract or as an inducement to enter into any contract 
or commitment with the Company. 
 
The content of this announcement has not been approved by an authorised person 
within the meaning of the Financial Services and Markets Act 2000 (as amended) 
("FSMA"). 
 
This announcement is not for publication or distribution, directly or 
indirectly, in or into the United States of America ("United States" or "US"). 
This announcement is not an offer 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, as amended (the "Securities 
Act"), and may not be offered or sold in the United States, except pursuant to 
an applicable exemption from registration. No public offering of securities is 
being made in the United States. 
 
This announcement is not for release, publication or distribution, directly or 
indirectly, in or into a Restricted Jurisdiction. This announcement and the 
information contained herein are not for release, publication or distribution, 
directly or indirectly, to persons in a Restricted Jurisdiction unless 
permitted pursuant to an exemption under the relevant local law or regulation 
in any such jurisdiction. This announcement has been issued by and is the sole 
responsibility of the Company. 
 
Smith & Williamson Corporate Finance Limited ("Smith & Williamson") is acting 
as nominated adviser and joint broker to the Company and Mirabaud Securities 
LLP ("Mirabaud") is acting as joint broker and no one else in connection with 
the proposed placing and admission to AIM ("Admission") and neither Smith & 
Williamson nor Mirabaud will regard any other person (whether or not a 
recipient of this announcement) as its client in relation to Admission nor will 
it be responsible to anyone other than the Company for providing the 
protections afforded to its clients or for providing advice in relation to 
Admission. Apart from the responsibilities and liabilities, if any, which may 
be imposed on Smith & Williamson or Mirabaud by FSMA or the regulatory regime 
established thereunder, neither Smith & Williamson nor Mirabaud accepts any 
responsibility whatsoever, and makes no representation or warranty, express or 
implied, for the contents of this announcement including its accuracy, 
completeness or verification or for any other statement made or purported to be 
made by it, or on behalf of it, the Company or any other person, in connection 
with the Company and the contents of this announcement respect, whether as to 
the past or the future. Smith & Williamson and Mirabaud accordingly disclaim 
all and any liability whatsoever, whether arising in tort, contract or 
otherwise (save as referred to above), which it might otherwise have in respect 

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December 19, 2016 07:00 ET (12:00 GMT)

DJ Diversified Gas & Oil Corp. Update to Bondholders -2-

of Admission or contents of this announcement or any such statement. 
 
 
 
END 
 

(END) Dow Jones Newswires

December 19, 2016 07:00 ET (12:00 GMT)