VIVO ENERGY PLC - Exercise of Over-allotment Option

Exercise of Over-allotment Option

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

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA,
CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD
BE UNLAWFUL

Vivo Energy plc

Exercise of Over-allotment Option

11 May 2018

J.P. Morgan Securities plc and J.P. Morgan Equities South Africa Proprietary Limited, acting as the
Stabilising Managers in connection with the initial public offering (the "Global Offer") of Vivo
Energy plc (the "Company") have today given notice to exercise the over-allotment option (the
"Over-allotment Option") granted by Vitol Africa B.V., VIP Africa II B.V., HIP Oil B.V. and HIP Oil
2 B.V. (the "Over-allotment Shareholders") in respect of 33,227,495 ordinary shares of the
Company (the "Over-allotment Shares") at the offer price of 165 pence per Over-allotment
Share. The Company did not participate in the Over-allotment Option.

Including the exercise of the Over-allotment Option, the final total size of the Global Offer was
£603,079,049 (ZAR10,340,393,376) (365,502,454 ordinary shares), in total representing 30.5 per
cent of the ordinary shares in the Company currently in issue.




Disclaimer

This announcement is for information purposes only and does not constitute an invitation or offer
to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Company in
any jurisdiction.

This announcement is not for release, publication or distribution, directly or indirectly, in or into
the United States of America (including its territories and possessions, any state of the United
States of America and the District of Columbia) (the "United States"), Australia, Canada, Japan or
any other jurisdiction where such release, publication or distribution would be unlawful. This
announcement does not contain or constitute, or form part of, an offer to sell, or a solicitation of
an offer to purchase, any securities in the United States, Australia, Canada, Japan or any other
jurisdiction where such an offer would be unlawful.

The securities of the Company 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 within the United
States absent registration or an applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. The securities referred to herein have not been
registered under the applicable securities laws of Australia, Canada or Japan and, subject to
certain exceptions, may not be offered or sold within Australia, Canada or Japan or to any
national, resident or citizen of Australia, Canada or Japan. The release, publication or distribution
of this announcement in other jurisdictions may be restricted by law and persons into whose
possession this announcement comes should inform themselves about, and observe, such
restrictions.




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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 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.


JSE Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd




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