VIVO ENERGY PLC - Vivo Energy announces publication of Prospectus

Vivo Energy announces publication of Prospectus

Vivo Energy plc
(Incorporated in England and Wales)
(Registration number: 11250655)
(Share code: VVO)
LEI: 213800TR7V9QN896AU56
ISIN: GB00BDGT2M75


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR
ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

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 purchase any Shares referred to in this announcement other than
solely on the basis of information that is contained in the prospectus (the “Prospectus”) published by Vivo Energy plc (the
“Company”) today in connection with the proposed admission of its ordinary shares (the “Shares”) to the premium listing segment
of the Official List of the Financial Conduct Authority (the “FCA”) and to trading on the Main Market for listed securities of London
Stock Exchange plc (the “LSE”) (together, “UK Admission”) and to listing and trading as a secondary inward listing on the Main
Board of the securities exchange operated by the Johannesburg Stock Exchange Limited (the “JSE”) (“JSE Admission”, and together
with UK Admission, “Admission”). Copies of the Prospectus will be available for inspection from the Company’s registered office at 3rd
Floor, Atlas House, 173 Victoria Street, London, SW1E 5NA, United Kingdom, the office of Bowman Gilfillan Inc at 11 Alice Lane,
Sandton, Johannesburg 2196, South Africa and the Company’s website at http://investors.vivoenergy.com. References in this
announcement to “Vivo Energy” or the “Group” mean the Company and Vivo Energy Holding B.V. (“VEH”, the current holding
company of the Vivo Energy group), together with its consolidated subsidiaries and subsidiary undertakings. Following the completion of
a pre-IPO reorganisation, the Company will own 100 percent of the share capital of VEH. The shareholders of VEH prior to Admission
will be Vitol Africa B.V., HIP Oil 2 B.V., VIP Africa II B.V., HIP Oil B.V. (the “Selling Shareholders”) as well as certain members of
management, all of whom will exchange their shares in VEH for Shares in the Company prior to Admission.


4 May 2018

                             Vivo Energy plc

                   Vivo Energy announces publication of Prospectus

Following the announcement published earlier today in connection with its initial public offering (the
“Offer”), the Company confirms that its Prospectus has today been approved by the FCA and by the
JSE.

The Prospectus relates to the admission of its Shares to the premium listing segment of the Official
List of the FCA and to trading on the Main Market for listed securities of the LSE and for admission
of its Shares to listing and trading as a secondary inward listing on the Main Board of the JSE.

Details of the Offer are set out in the Prospectus, which will shortly be available on the Company’s
website at http://investors.vivoenergy.com, at the Company’s registered office at 3rd Floor, Atlas
House, 173 Victoria Street, London, SW1E 5NA, United Kingdom and at the office of Bowman Gilfillan
Inc at 11 Alice Lane, Sandton, Johannesburg 2196, South Africa. The Prospectus has also been
submitted to the National Storage Mechanism and will shortly be available at:
www.morningstar.co.uk/uk/NSM.

                                                               ENDS

Enquiries

Vivo Energy plc
    - Rob Foyle, Head of Communications                                                   +44 1234 904 026

Media Enquiries


                                                                                                                                     1
Tulchan Communications LLP                                                          +44 20 7353 4200
    - Martin Robinson, Toby Bates

Sponsor, Joint Global Co-ordinator and Joint Bookrunner
J.P. Morgan Securities plc                                                          +44 20 7742 4000
     - James Janoskey, Barry Meyers, Virginia Khoo

JSE Sponsor
J.P. Morgan Equities South Africa Proprietary Limited                               +27 11 507 0300
     - Paul H. van Zijl

Joint Global Co-ordinators and Joint Bookrunners
Citigroup Global Markets Limited                                                    +44 20 7986 4000
     - Miguel Azevedo, Hamza Girach, Patrick Evans
Credit Suisse Securities (Europe) Limited                                           +44 20 7888 8888
     - Nick Koemtzopoulos, Stephane Gruffat, Chris Ennals

Joint Bookrunners
BNP Paribas                                                                         +44 20 7595 2066
Rand Merchant Bank, a division of FirstRand Bank Limited                            +27 11 282 8000
The Standard Bank of South Africa Limited                                           +44 20 3145 5000

Important notice

Each of Citigroup Global Markets Limited (“Citigroup”), Credit Suisse Securities (Europe) Limited (“Credit Suisse”) and
J.P. Morgan Securities plc (which conducts its United Kingdom investment banking activities as J.P. Morgan Cazenove) (“J.P.
Morgan”), which are authorised by the Prudential Regulation Authority (the “PRA”) and regulated by the FCA and the PRA
in the United Kingdom, BNP PARIBAS (“BNP Paribas”), which is supervised by the European Central Bank (the “ECB”)
and the Autorité de Contrôle Prudentiel et de Résolution (the “ACPR”) (and its London Branch is authorised by the ECB,
the ACPR and the PRA and subject to limited regulation by the FCA and the PRA), Rand Merchant Bank, a division of
FirstRand Bank Limited (“RMB”), which is regulated by the South African Reserve Bank (the “SARB”) and the Financial
Services Board (the “FSB”), The Standard Bank of South Africa Limited (“Standard Bank”), which is regulated by the SARB
and J.P. Morgan Equities South Africa Proprietary Limited (“JPM SA”), which is regulated by the JSE (together with Citigroup,
Credit Suisse, J.P. Morgan, BNP Paribas, RMB and Standard Bank, the “Banks”), are acting exclusively for the Company and
no-one else in connection with the Offer and will not regard any other person (whether or not a recipient of this
announcement) as their respective clients in relation to the Offer and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective clients nor for giving advice in relation to the Offer, the
contents of this announcement or any transaction, arrangement or other matter referred to herein.

This announcement is not for publication or distribution, directly or indirectly, in or into or from Australia, Canada, Japan
or the United States (including its territories and possessions, any State of the United States and the District of Columbia)
or 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 contain or constitute an offer of, or the solicitation of an offer to buy, securities to any person
in Australia, Canada, Japan or the United States or in any jurisdiction to whom or in which such offer or solicitation is
unlawful. The securities referred to herein may not be offered or sold in the United States absent registration under the US
Securities Act of 1933, as amended (the “Securities Act”) or another exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not
be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of
Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered
under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer
of the securities in the United States.

In member states of the European Economic Area (each, a “Relevant Member State”), this announcement and any offer
if made subsequently is addressed and directed only at persons who are “qualified investors” within the meaning of the
Prospectus Directive (“Qualified Investors”). For these purposes, the expression “Prospectus Directive” means



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Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in
a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression
“2010 PD Amending Directive” means Directive 2010/73/EU. In the United Kingdom this announcement is directed
exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii)
who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated, and any
investment activity to which it relates will only be engaged in with such persons and it should not be relied on by anyone
other than such persons.

This announcement does not constitute or form a part of, any offer or invitation to sell, or issue or any solicitation of any
offer or advertisement to purchase and/or subscribe for, Shares or any other securities of the Company in South Africa,
including an offer to the public (as defined in the South African Companies Act No. 71 of 2008 (“South African Companies
Act”), as amended) for the sale of, or subscription for, or the solicitation of an offer to buy and/or subscribe for, Shares and
will not be distributed to any person in South Africa in any manner that could be construed as an offer to the public in terms
of the South African Companies Act. In South Africa, this announcement is directed only at (i) selected persons falling within
one of the specified categories set out in section 96(1)(a) of the South African Companies Act or (ii) selected persons who
acquire, as principal, for Shares at a minimum aggregate acquisition price of R1 000 000, as envisaged in section 96(1)(b), of
the South African Companies Act (all such persons in (i) and (ii) being referred to as “relevant persons”), and to whom
the Offer will specifically be addressed, and only by whom the Offer will be capable of acceptance. The Offer and any other
investment activity to which this announcement relates will only be available to, and will only be engaged with, relevant
persons. Any person who is not a relevant person should not act on this announcement or any of its contents. This
announcement does not, nor does it intend to, constitute a “registered prospectus” or “advertisement”, as
contemplated by the South African Companies Act and 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
Shares or in relation to the business or future investments of the Company 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 Company is not a
financial services provider as such term is defined in the FAIS Act.

This announcement is not a prospectus and investors should not purchase any Shares referred to in this announcement
except on the basis of information in the Prospectus. Copies of the Prospectus will be available from the Company’s
registered office at 3rd Floor, Atlas House, 173 Victoria Street, London, SW1E 5NA, United Kingdom, the office of Bowman
Gilfillan Inc at 11 Alice Lane, Sandton, Johannesburg 2196, South Africa and on the Company’s website at
http://investors.vivoenergy.com. Any purchase of Shares in the proposed Offer should be made solely on the basis of the
information contained in the final Prospectus to be issued by the Company in connection with the Offer. Before investing in
the Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be
set out in the Prospectus when published. The information in this announcement is for background purposes only and does
not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this
announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer or
invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities nor
shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract
therefor. The information in this announcement is subject to change. Information in this announcement or any of the
documents relating to the Offer cannot be relied upon as a guide to future performance. The price and value of securities
may go up as well as down. Persons needing advice should contact a professional adviser.

The timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions.
There is no guarantee that Admission will occur and you should not base your financial decisions on the Company’s intentions
in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to
a significant risk of losing all of the amount invested. Persons considering making such investments should consult an
authorised person specialising in advising on such investments. This announcement does not constitute a recommendation
concerning the Offer. The value of the Shares can decrease as well as increase. Potential investors should consult a
professional advisor as to the suitability of the Offer for the person concerned.

In connection with the Offer of the Shares, each of the Banks and any of their affiliates, as defined in Rule 501(b) of Regulation
D of the U.S. Securities Act 1933, as amended, (“Affiliates”), acting as investors for their own accounts, may take up a
portion of the Shares in the Offer as a principal position and in that capacity may retain, purchase, sell, offer to sell or
otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in
connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being
offered, acquired, placed or otherwise dealt in should be read as including any offer to, acquisition, placing or dealing by, the



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Banks and any of their Affiliates acting in such capacity. In addition, the banks and any of their Affiliates may enter into
financing arrangements (including swaps or contracts for differences) with investors in connection with which the Banks and
any of their Affiliates may from time to time acquire, hold or dispose of Shares. The Banks do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do
so.

None of the Banks nor any of their respective Affiliates or any of their respective directors, officers, employees, advisers or
agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as
to the truth, accuracy or completeness of the information in this announcement (or whether any information has been
omitted from the announcement) or any other statement made or purported to be made by it, or on its behalf, in connection
with the Company, the Shares or the Offer or any other information relating to the Group whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of
this announcement or its contents or otherwise arising in connection therewith. Each of the Banks and each of their
respective Affiliates accordingly disclaim, to the fullest extent permitted by applicable law, all and any liability whether arising
in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such
statement or information. No representation or warranty express or implied, is made by any of the Banks or any of their
respective Affiliates as to the accuracy, completeness, verification or sufficiency of the information set out in this
announcement, and nothing in this announcement will be relied upon as a promise or representation in this respect, whether
or not to the past or future.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets
in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance
Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any
“manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect
thereto, the Shares have been subject to a product approval process, which has determined that such Shares are: (i)
compatible with an end target market of retail investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are
permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer
no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements
of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Underwriters will only procure investors who meet the criteria of
professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to the Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining
appropriate distribution channels.




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