SCHEDULE TO
This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the return of capital to the holders of ordinary shares, par value £0.20 per share (the “Shares”), of Diversified Energy Company plc (the “Company”) of approximately $42 million, which is being implemented by way of (i) the previously announced interim dividend of 4.375 cents per ordinary share of £0.01 in the Company for the three-month period ended September 30, 2023, payable on April 3, 2024 to shareholders who hold Shares at the record date of March 1, 2024 (the “Q323 Dividend”) or (ii) for shareholders who would like to waive their Q323 Dividend entitlement in consideration for the ability to tender Shares in the Tender Offer, the Company hereby offers (the “Offer”) to purchase for cash a maximum of approximately $42 million, in value, of Shares, without interest, less any applicable withholding taxes, with such purchases to be made by Stifel Nicolaus Europe Limited (“Stifel” or the “Counterparty Bank”) acting as principal, and on the terms and subject to the conditions described in the offer to purchase (together with any amendments or supplements hereto, the “Offer to Purchase”) and the Circular to shareholders, dated February 26, 2024 (the “Circular”), copies of which are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended.
This Schedule TO is intended to satisfy the disclosure requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All of the information set forth in the Offer to Purchase is incorporated by reference in response to Items 1 through 11 of this Schedule TO, as more particularly set forth below, except for those Items as to which information is specifically provided herein. All capitalized terms used but not specifically defined in this Schedule TO shall have the meanings given to such terms in the Offer to Purchase.
Item 1. Summary Term Sheet.
The information set forth under “Summary” in the Offer to Purchase is incorporated herein by reference.
Item 2. Subject Company Information.
(a)
Name and Address: The name of the issuer is Diversified Energy Company plc, a public limited company incorporated in the United Kingdom and registered in England and Wales. The address of its principal executive office is 1600 Corporate Drive, Birmingham, Alabama 35242 and its telephone number is +1 205 408 0909.
(b)
Securities: The information set forth under “Part IV — Additional Information — Share Information” in the Offer to Purchase is incorporated herein by reference.
(c)
Trading Market and Price: The information set forth under “Additional Information — Share Information” in the Offer to Purchase is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a)
Name and Address: Diversified Energy Company plc, a public limited company incorporated in the United Kingdom and registered in England and Wales, is the filing person and subject company. The address of its principal executive office is 1600 Corporate Drive, Birmingham, Alabama 35242 and its telephone number is +1 205 408 0909. The information set forth in the section captioned “Additional Information — Directors’ and Officers’ Interests” of the Offer to Purchase is incorporated herein by reference. The business address of each of the Company’s executive officers and directors is c/o Diversified Energy Company plc, 1600 Corporate Drive, Birmingham, Alabama 35242.
Item 4. Terms of the Transaction.
(a)
Material Terms: The information set forth in “Summary”, Part II (“Terms and Conditions of the Return of Capital”), Part III (“Taxation”) and Part IV (“Additional Information”) of the Offer to Purchase is incorporated herein by reference.
