Company Announcements

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF VIVO ENERGY INVESTMENTS B.V. NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

10 September 2020

Vivo Energy plc

LSE:VVO / JSE:VVO

Proposed offering of $350 million Senior Notes 

Vivo Energy Investments B.V., a subsidiary of Vivo Energy plc, a leading distributor and retailer of Shell- and Engen-branded fuels and lubricants in Africa,  today announces an offering (the "Offering") of $350 million senior notes with a maturity of 5 years or 7 years guaranteed on a senior unsecured basis by Vivo Energy plc and Vivo Energy Holding B.V. (the "Notes").  The Notes are expected to be rated Baa3, BB+ and BB+ by Moody's Investors Services, S&P and Fitch, respectively.

The gross proceeds of the Offering will be used (a) to repay all amounts outstanding under the amortising term facility and incremental term facility, (b) to pay related fees and expenses, and (c) for general corporate purposes.

As part of the proposed offering, Management will conduct a virtual investor roadshow, during which no new material information will be provided. Vivo Energy confirms that the recovery in trading experienced in June has continued into Q3.

There will be no public offering of the Notes. The Notes will be offered and sold only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and outside the United States in accordance with Regulation S under the U.S. Securities Act.

Important notice

This announcement does not constitute an invitation to participate in the Offering in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such Offering 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 laws and regulations. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

This announcement is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The offering of Notes described in this announcement and any related guarantees have not been and will not be registered under the Securities Act. There will be no public offering of these securities in the United States.

This announcement is only being distributed to, and is only directed at, persons in South Africa who: (i) fall within one of the specified categories listed in section 96(1)(a) of the South African Companies Act, 71 of 2008 ("South African Companies Act"); (ii) acquire, as principal, Notes for a total acquisition price of R1,000,000 or more, as contemplated in section 96(1)(b) of the South African Companies Act, and (iii) would not result in the Offering being, in any manner, construed as an "offer to the public" as contemplated in the South African Companies Act ("South African Qualifying Investors"). Accordingly: (i) the Offering is not an "offer to the public" as contemplated in the South African Companies Act; (ii) neither this announcement nor any other documentation or materials relating to the Offering constitute, or is intended to constitute, a "registered prospectus" or "advertisement", as contemplated by the South African Companies Act; and (iii) no prospectus has been, or will be, filed with the South African Companies and Intellectual Property Commission. The information contained in this announcement constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002 (the "FAIS Act"), as amended, and should not be construed as an express or implied recommendation, guide or proposal that any particular transaction in respect of the Offering or in relation to the business or future investments of Vivo Energy Investments B.V. (the "Issuer") is appropriate to the particular investment objectives, financial situations or needs of a prospective investor, and nothing in this announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. The Issuer is not a financial services provider as such term is defined in the FAIS Act. South African Qualifying Investors who seek to participate in the Offering must ensure that all necessary approvals are in place in order to participate in the Offering and ultimately receive and hold Notes, including any exchange control approvals pursuant to the South African Exchange Control Regulations, 1961, promulgated under the Currency and Exchange s Act, 1933 and the policies and directives of the Financial Surveillance Department of the South African Reserve Bank. By participating in the Offering, South African Qualifying investors will be deemed to have warranted that this is the case.

MiFID II professionals/ECPs-only/No PRIIPs KID. Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.

This announcement has been prepared on the basis that any offer of the Notes in any Member State of the EEA will be made pursuant to an exemption under the Directive 2003/71/EC, together with any amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant member state from the requirement to publish a prospectus for offers of Notes.

This announcement is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

Neither the content of any website of Vivo Energy plc and its subsidiaries (the "Group") nor any website accessible by hyperlinks on any website of the Group is incorporated in, or forms part of, this announcement. No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.

Forward Looking Statements

The announcement may contain certain "forward-looking statements", forecasts, estimates, projections and opinions. Forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this announcement, including, without limitation, those regarding the Group's results of operations, strategy, plans, objectives, goals and targets. The forward-looking statements in this announcement can be identified, in some instances, by the use of words such as "expects", "anticipates", "intends", "believes", and similar language or the negative thereof or similar expressions that are predictions of or indicate future events or future trends. By their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors, including with respect to the impact of COVID-19, because they relate to events and depend on circumstances that will occur in the future whether or not outside the control of the Group. No representation is made that the underlying assumptions are reasonable. The Group's actual results may differ from those set forth in the forward-looking statements as a result of various factors (including, but not limited to intense competition in the markets in which the Group operates, costs of compliance with applicable laws, regulations and standards, diverse political, legal, economic and other conditions affecting the Group's markets, and other factors beyond the control of the Group). The Group is under no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak of the date of this announcement. Statements contained in this announcement regarding past trends or events should not be taken as a representation that such trends or events will continue in the future.

This announcement contains inside information within the meaning of, and disclosed in accordance with, Market Abuse Regulation.

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