NOTICE OF CONDITIONAL REDEMPTION
Seplat Petroleum Development Company Plc (the "Issuer")
$350,000,000 aggregate principal amount of 9¼% Senior Notes due 2023 (the "Notes")
ISIN: XS1789190243, Common Code: 178919024 (Regulation S)
ISIN: US81733LAA52, Common Code: 178920570, CUSIP: 81733L AA5 (Rule 144A)
Redemption Date: April 1, 2021
Notice is hereby given pursuant to paragraph 8 of the Notes and Sections 3.01, 3.02, 3.04, 11.01 and 11.03 of the indenture dated March 21, 2018 among, inter alios, the Issuer, Citibank, N.A., London Branch, as trustee (the "Trustee"), and Citibank, N.A., London Branch as principal paying agent (the "Paying Agent"), paying agent, transfer agent and registrar (the "Indenture"), that the Issuer has elected to redeem the entire outstanding principal amount of the Notes outstanding on April 1, 2021 pursuant to paragraphs 6(b) and 8 of the Notes and Sections 3.02, 3.04 and 3.09(b) of the Indenture, subject to the satisfaction or waiver of the Issuer's own Condition Precedent (as defined below).
The terms and conditions of the redemption are as follows:
1. Subject to the satisfaction or waiver of the Condition Precedent (defined below) by the Issuer, the redemption date for the Notes will be April 1, 2021 (the "Redemption Date"). The record date, on which any holder of Notes must hold any Notes to be entitled to the Redemption Price (as defined below), will be March 30, 2021, being the Business Day immediately prior to the Redemption Date.
2. The redemption price of the Notes is 102.3125% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest from October 1, 2020 (the last Interest Payment Date for which interest on such Notes was paid) to (but not including) the Redemption Date, and Additional Amounts, if any (the "Redemption Price"). Assuming a Redemption Date of April 1, 2021, the Issuer will have paid prior to the Redemption Date, the accrued and unpaid interest from October 1, 2020, to, but excluding, the Redemption Date, which will be $16,187,500 ($1,069.38 per $1,000 denomination).
3. The Notes called for redemption must be surrendered to Citibank N.A., London Branch as Paying Agent, at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom, Attention: Agency and Trust, to collect the Redemption Price plus accrued interest, if any, and Additional Amounts, if any.
4. Unless the Issuer defaults in making the redemption payment in the amount of the Redemption Price or the Paying Agent is prohibited from making such payment pursuant to the terms of the Indenture, interest and Additional Amounts, if any, on the Notes (or portion thereof) called for redemption shall cease to accrue on and after the Redemption Date.
5. The Notes will be redeemed in full in accordance with paragraph 8 of the Notes and Section 3.1 of the Indenture.
6. The ISIN, Common Code and CUSIP numbers in relation to the Notes being redeemed are as set forth above. No representation is made as to the correctness or accuracy of such numbers listed in this Notice of Conditional Redemption or printed on the Notes.
7. The Issuer's obligation to redeem any of the Notes on the Redemption Date is conditioned upon the Issuer receiving on or prior to the Redemption Date the necessary funds to redeem the Notes in full and pay all related expenses (the "Condition Precedent"). Accordingly, none of the Notes shall be deemed due and payable on the Redemption Date unless and until the Condition Precedent is satisfied or waived by the Issuer. If, in the sole discretion of the Issuer, the Condition Precedent is not or will not be satisfied or waived prior to the Redemption Date, any Notes previously surrendered to the Paying Agent shall be returned to the holders thereof and the redemption will be revoked. The Issuer will provide notice to the Holders, the Trustee and Paying Agent of any revocation or confirmation of the Notice of Conditional Redemption at least one Business Day prior to the Redemption Date.
Capitalized terms used but not defined herein have the meanings ascribed to them in the Indenture.
Any questions regarding this Notice of Conditional Redemption should be directed to the Issuer to the attention of:
Emeka Onwuka EOnwuka@seplatpetroleum.com
Brian Marcus BMarcus@seplatpetroleum.com
Seplat Investor Relations email@example.com
Issued by: Seplat Petroleum Development Company Plc
50 Pall Mall
London SW1Y 5JH
Dated: March 22, 2021
- ENDS -