Charles Meade

David Round

Jonathan Mardini

Paul Diamond

Tim Moore

- Diversified Energy Company PLC is proposing a reorganisation to establish **Diversified Energy Company (NewCo)**, a Delaware corporation, as the new holding company, with a **primary listing on the New York Stock Exchange** and a secondary listing on the London Stock Exchange.  **[1922446_0001140361-25-038490_ef20057172_ex99-1.htm:0]** **[1922446_0001140361-25-038490_ef20057172_ex99-1.htm:3]** **[1922446_0001140361-25-038490_ef20057172_ex99-1.htm:14]** **[1922446_0001140361-25-038490_ef20057172_ex99-1.htm:17]** 
- The reorganisation is driven by the Group's substantially **US-based operations, assets, and shareholder base**, with over **65% of shareholders located in the US**.  **[1922446_0001140361-25-038490_ef20057172_ex99-1.htm:14]** **[1922446_0001140361-25-038490_ef20057172_ex99-1.htm:79]** 
- Shareholders will receive **one New Share** (or depositary interest) in NewCo for each Existing Share (or depositary interest) held, with the Scheme anticipated to become effective around **November 24, 2025**.  **[1922446_0001140361-25-038490_ef20057172_ex99-1.htm:14]** **[1922446_0001140361-25-038490_ef20057172_ex99-1.htm:21]** **[1922446_0001140361-25-038490_ef20057172_ex99-1.htm:90]** **[1922446_0001140361-25-038490_ef20057172_ex99-1.htm:95]** 
- Following the reorganisation, NewCo will align its corporate governance with **US domestic issuer standards**, including compliance with SEC filings and the Sarbanes-Oxley Act, and the **UK City Code on Takeovers and Mergers will no longer apply**.  **[1922446_0001140361-25-038490_ef20057172_ex99-1.htm:16]** **[1922446_0001140361-25-038490_ef20057172_ex99-1.htm:17]**

Diversified Energy Company PLC to Reorganize with US Primary Listing

- Diversified Energy Company PLC announced its intention to move its **primary listing to the New York Stock Exchange (NYSE)**, while retaining a secondary listing on the London Stock Exchange (LSE).  **[1922446_0001140361-25-036794_ny20053661x1_ex99-1.htm:0]** 
- The company cited its **U.S.-centric operations, employee base, and asset location**, along with over **65%** of its shares being held by U.S. investors as of **June 30, 2025**, as key reasons for the proposed change.  **[1922446_0001140361-25-036794_ny20053661x1_ex99-1.htm:0]** 
- This strategic move is expected to **enhance trading liquidity**, increase investor visibility, and provide better access to U.S. capital markets and equity indices.  **[1922446_0001140361-25-036794_ny20053661x1_ex99-1.htm:0]** 
- Subject to shareholder approval, the change is anticipated to take effect during the **fourth quarter of 2025**, with the company beginning to file as a **U.S. domestic filer** with its **year-end 2025 financial results**.  **[1922446_0001140361-25-036794_ny20053661x1_ex99-1.htm:0]**

Diversified Energy Company PLC Announces Proposed Primary Listing Move to NYSE

- Diversified Energy Company PLC announced a proposed secondary offering of **5,713,353 ordinary shares** by certain Selling Stockholders.  **[1922446_0001140361-25-035121_ef20055650_ex99-1.htm:0]** 
- The Selling Stockholders intend to grant the underwriters a 30-day option to purchase up to an additional **857,002 ordinary shares**.  **[1922446_0001140361-25-035121_ef20055650_ex99-1.htm:0]** 
- Diversified Energy Company PLC is **not offering any ordinary shares** in this secondary offering and **will not receive any proceeds** from the sale.  **[1922446_0001140361-25-035121_ef20055650_ex99-1.htm:0]** 
- The Diversified Employee Benefit Trust has indicated an interest to purchase up to **750,000 ordinary shares** in the offering.  **[1922446_0001140361-25-035121_ef20055650_ex99-1.htm:0]**

Diversified Energy Company PLC Announces Proposed Secondary Offering of Ordinary Shares

- Diversified Energy Company (DEC) focuses on acquiring, operating, and optimizing mature, low-decline producing assets, with a current market capitalization of approximately **$1.3 billion** and daily production of about **1.2 Bcfe**.  **[1922446_tx_375140_1]** 
- The company has grown through over **30 acquisitions**, including the recent **$1.3 billion Maverick Natural Resources acquisition** in March, which expanded its footprint and diversified its production mix.  **[1922446_tx_375140_1]** **[1922446_tx_375140_2]** **[1922446_tx_375140_5]** 
- DEC employs a balanced capital allocation strategy, having returned over **$2 billion of value** through dividends, share repurchases (including approximately **$43 million** in the first half of the year), and debt principal repayments over the past seven years.  **[1922446_tx_375140_4]** 
- A strategic partnership with The Carlyle Group provides access to approximately **$2 billion** in ring-fenced capital for future acquisitions, enabling larger-scale growth with off-balance sheet financing.  **[1922446_tx_375140_4]** **[1922446_tx_375140_12]** 
- The company mitigates risks through a highly hedged commodity portfolio (**80-85% near-term**) and low-cost investment-grade financing, while also achieving significant environmental improvements, including a **99.5% leak-free** asset base.  **[1922446_tx_375140_2]** **[1922446_tx_375140_3]**

Diversified Energy Co (DEC)