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Enquest PLC Issue of £5424998 7.00 Per Cent. Extendable PIK Toggle

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Enquest PLC Issue of £5424998 7.00 Per Cent. Extendable PIK Toggle Listing Document dated 27 April 2017 EnQuest PLC (incorporated with limited liability in England and Wales with registered number 7140891) Issue of £5,424,998 7.00 per cent. Extendable PIK Toggle Notes due 15 April 2022 (to be consolidated and form a single series with the existing £155,000,000 7.00 per cent. Extendable PIK Toggle Notes originally due 15 February 2022, as extended to 15 April 2022) under the £500,000,000 Euro Medium Term Note Programme The £5,424,998 7.00 per cent. Extendable PIK Toggle Notes due 15 April 2022 (the "Additional Notes") were issued by EnQuest PLC ("Enquest" or the "Issuer") on 15 February 2017 (the "Issue Date") and are unconditionally and irrevocably guaranteed on a subordinated basis by EnQuest Britain Limited, EnQuest ENS Limited, EnQuest Global Limited, EnQuest Heather Leasing Limited, EnQuest Heather Limited, EnQuest NWO Limited and EQ Petroleum Sabah Ltd (together, the "Guarantors" and, together with the Issuer and/or its subsidiaries, taken as a whole, the "Group"). The Additional Notes are to be consolidated and form a single series with the £155,000,000 7.00 per cent. Extendable PIK Toggle Notes originally due 15 February 2022, as extended to 15 April 2022 which were issued in two tranches on 15 February 2013 and 2 December 2013 (the "Existing Notes" and together with the Additional Notes, the "Notes") under the Issuer's £500,000,000 Euro Medium Term Note Programme (the "Programme"). On 30 January 2017, the Issuer notified holders of the Existing Notes (the "Existing Noteholders") that the cash payment condition (the "Cash Payment Condition") as further described below, in respect of the interest payment date falling on 15 February 2017 (the "PIK Interest Payment Date") had not been satisfied and that interest due on the Existing Notes would not be paid in cash. As a result of the Cash Payment Condition not being satisfied in respect of the PIK Interest Payment Date, accrued interest on the Existing Notes from (and including) 15 August 2016 was capitalised and satisfied through the issue of the Additional Notes. The Additional Notes were issued to the Existing Noteholders as of the record date for the PIK Interest Payment Date, it being the close of trading in London on 31 January 2017. The Notes (including the Additional Notes) bear interest at a fixed rate of 7.00 per cent. payable semi-annually in arrear on 15 February and 15 August in each year (each, an "Interest Payment Date"). Interest under the Notes will only be payable in cash on an Interest Payment Date if the Cash Payment Condition is satisfied. The Cash Payment Condition will be satisfied in respect of an Interest Payment Date if (i) the end of day daily Dated Brent Future published by Platts during the period of six calendar months immediately preceding the date falling one calendar month prior to the relevant Interest Payment Date (the "Cash Payment Condition Determination Date") is equal to or above US65.00 per barrel; and (ii) as at the relevant Cash Payment Condition Determination Date, no payment event of default has occurred and is continuing under the senior, secured revolving loan and letter of credit facilities agreement dated 6 March 2012 between the Issuer and, amongst others, BNP Paribas as facility agent and security trustee (as amended, restated and supplemented from time to time)(the "Senior Facilities"). If the Cash Payment Condition is not satisfied in respect of an Interest Payment Date, interest will not be paid in cash on that Interest Payment Date and will be capitalised and satisfied through the issue of additional Notes having the same terms and conditions as the Notes then outstanding (save for the interest commencement date), which shall be consolidated and form a single series with the Notes then outstanding. Applications have been made for the Additional Notes to be admitted to the Official List of the UK Listing Authority (the "UKLA") and to be admitted to trading on the order book for retail bonds segment (the "ORB") of the regulated market of the London Stock Exchange plc (the "LSE"). References in this listing document (the "Listing Document") to the Additional Notes being "listed" (and all related references) shall mean that the Additional Notes have been admitted to the Official List and have been admitted to trading on the LSE. The regulated market of the LSE is a regulated market for the purposes of Directive 2004/39/EC. This Listing Document comprises a prospectus for the purposes of Article 5.3 of the Directive 2003/71/EC, as amended (the "Prospectus Directive") in respect of the Issuer. The Additional Notes have not been issued pursuant to an "offer of securities to the public" within the meaning of such term in the Prospectus Directive and any relevant implementing measures in any Relevant Member State of the European Union. This Listing Document has been prepared solely for the purpose of the applications made by the Issuer to admit the Additional Notes to the Official List of the UKLA and to trading on the ORB of the LSE. The Additional Notes to be issued have not been and will not be registered under the United States Securities Act of 1933, as amended, (the "Securities Act"). The Additional Notes may not be offered, sold or delivered within the United States (as defined in Regulation S under the Securities Act ("Regulation S")) except in certain transactions permitted by the Securities Act. The Additional Notes will be represented by a registered certificate, issued in global form represented by a registered global certificate (the "Global Certificate"). The Additional Notes will be deposited with a common depositary or common safekeeper for Euroclear Bank S.A./ N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and/or any other relevant clearing system, with interests in such global securities being traded in the relevant clearing system(s). Investors may also hold interests in the Additional Notes indirectly through Euroclear UK & Ireland Limited (formerly known as CRESTCo Limited ("CREST") through the issuance of dematerialised depository interests issued, held, settled and transferred through CREST ("CDIs") as further described in "Clearing and Settlement". The Issuer and the Guarantors accept responsibility for the information contained in this Listing Document. To the best of the knowledge and belief of the Issuer and the Guarantors (each of which has taken all reasonable care to ensure that such is the case), the information contained in this Listing Document is in accordance with the facts and does not omit anything likely to affect the import of such information. The Issuer and the Guarantors are not providing any advice or recommendation in this Listing Document on the merits of the purchase, subscription for, or investment in, the Additional Notes or the exercise of any rights conferred by the Additional Notes. This Listing Document does not constitute an offer of, or an invitation by or on behalf of the Issuer to subscribe or purchase, any of the Additional Notes. The distribution of this Listing Document and the offering of the Additional Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Listing Document comes are required by the Issuer to inform themselves about and to observe any such restrictions. No person is authorised in connection with the Additional Notes to give any information or to make any representation not contained in this Listing Document and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Issuer. Neither the delivery of this Listing Document nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date hereof or the date upon which this Listing Document has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer since the date hereof or the date upon which this Listing Document has been most recently amended or supplemented or that the information contained in it or any other information supplied in connection with the Additional Notes is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. This Listing Document is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuer that any recipient of this Listing Document should purchase the Additional Notes. Each potential purchaser of Additional Notes should determine for itself the relevance of the information set out in this Listing Document and its purchase of Additional Notes should be based upon such investigations as it deems necessary. The Trustee may rely without liability to holders of the Notes (the "Noteholders") on a report, confirmation or certificate of any financial advisers or investment bank, whether or not addressed to it and whether their liability in relation thereto is limited (by its terms or by any engagement letter relating thereto entered into by the Trustee or in any other manner) by reference to a monetary cap, methodology or otherwise. The Trustee shall be obliged to accept and entitled to rely on any such report, confirmation or certificate where the Issuer procures delivery of the same pursuant to its obligation to do so under the Terms and Conditions and such report, confirmation or certificate shall be binding on the Issuer, the Trustee and the Noteholders (as defined herein) in the absence of manifest or proven error.
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