TIDMTLW
RNS Number : 2195V
Tullow Oil PLC
30 November 2023
NOT FOR DISTRIBUTION IN ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND IS NOT AN OFFER TO
PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY NOTES.
Tullow Oil plc
Early Results of its Tender Offer for 2025 Notes
November 30, 2023 - Tullow Oil plc (the "Company") announces the
early results of its previously announced invitation to holders of
its outstanding 7.00% Senior Notes due 2025 (the "Notes") to tender
such Notes for purchase by the Company for cash (the "Tender
Offer") up to an aggregate tender consideration, excluding any
accrued and unpaid interest, of U.S.$300,000,000 (the "Aggregate
Tender Consideration") in respect of tenders from registered
holders of Notes ("Holders") who validly tendered their Notes on or
prior to 5:00 p.m., New York City time, on November 29, 2023 (the
"Early Tender Deadline").
As of the Early Tender Deadline, U.S.$130,086,000 principal
amount of Notes were validly tendered. The table below identifies
the principal amount of Notes validly tendered and accepted as of
the Early Tender Deadline:
Outstanding
Principal
Amount as Principal
at the date Amount
Title of of the Offer Tendered Early Tender
Security CUSIP/ISIN to Purchase and Accepted Offer Consideration(1)
7.00% Senior Rule 144A: U.S.$633,463,000 U.S.$130,086,000 U.S.$920.00
Notes due 899415AE3
2025 (the / US899415AE32
"Notes")
Regulation
S: G91237AA8
/ USG91237AA87
---------------- ----------------- ----------------- ------------------------
Notes:
(1) The clearing price per U.S.$1,000 principal amount of Notes
validly tendered prior to the Early Tender Deadline and accepted
for purchase (the "Clearing Price" or "Early Tender Offer
Consideration", as applicable) (exclusive of any accrued and unpaid
interest on such Notes from, and including, the last interest
payment date applicable to such Notes, which will be paid in
addition to the applicable Consideration to, but not including, the
Final Payment Date (as defined herein)).
Capitalized terms used in this announcement but not defined
herein have the meanings given to them in the offer to purchase
dated November 15, 2023 (the "Offer to Purchase").
The Early Tender Offer Consideration for each U.S.$1,000
principal amount of Notes validly tendered on or prior to the Early
Tender Deadline and accepted for purchase pursuant to the Tender
Offer shall be U.S.$920.00, which includes the Early Tender Offer
Premium (as defined in the Offer to Purchase) of U.S.$50.00 per
U.S.$1,000 principal amount of Notes accepted for purchase.
Pursuant to the terms of the Tender Offer, the Company has
elected that the settlement date for the Notes tendered on or prior
to the Early Tender Deadline and accepted for purchase is expected
to be December 20, 2023, unless extended by the Company (the "Final
Payment Date"). Holders will also receive with respect to any Notes
validly tendered and accepted for purchase accrued and unpaid
interest on such Notes from, and including, the last interest
payment date applicable to such Notes to, but not including, the
Final Payment Date.
The Tender Offer will remain open until 5:00 p.m., New York City
time, on December 14, 2023, unless extended by the Company (the
"Expiration Deadline"). The settlement date for the Notes tendered
after the Early Tender Deadline and on or prior to the Expiration
Deadline and accepted for purchase is expected to be the Final
Payment Date.
Amendments to the Tender Offer
The Company hereby announces that it has amended the terms of
the Tender Offer, such that the Late Tender Consideration is now
equal to the Early Tender Offer Consideration (including, for the
avoidance of doubt, the Early Tender Offer Premium). As such,
Holders whose Notes are validly tendered after the Early Tender
Deadline but on or prior to the Expiration Deadline and accepted
for purchase will receive U.S.$920.00, which includes the Early
Tender Offer Premium (as defined in the Offer to Purchase) of
U.S.$50.00 per U.S.$1,000 principal amount of Notes accepted for
purchase. The terms and conditions of the Tender Offer, as set
forth in the Offer to Purchase, otherwise remain unchanged.
Questions and requests for assistance in connection with the
Tender Offer should be directed to the Lead Dealer Managers :
ING Bank N.V., London Branch Standard Chartered Bank
1 Basinghall Avenue
8-10 Moorgate London EC2V 5DD
London EC2R 6DA United Kingdom
United Kingdom Attention: Liability Management
Attention: Liability Management Group Telephone: +1 212 667 0351 / +44 20 7885 5739 /
Telephone: +44 20 7767 6784 + 852 3983 8658 / +65 6557 8286
Email: liability.management@ing.com Email: liability_management@sc.com
The Co-Dealer Managers in connection with the Tender Offer
are:
Absa Bank Limited DNB Markets, J.P. Morgan Nedbank Limited The Standard
(acting through Inc. Securities (acting through Bank of South
its Corporate LLC its Nedbank Africa Limited
and Investment Corporate
Banking Division) and Investment
Banking Division)
Questions and requests for assistance in connection with
tendering Notes and participating in the Tender Offer and the
submission of a Tender Instruction should be directed to the
Information and Tender Agent:
Information and Tender Agent
Morrow Sodali Limited
29/F. No. 28 Stanley 103 Wigmore Street 333 Ludlow Street
Street London W1U 1QS South Tower, 5(th)
Central Hong Kong United Kingdom Floor
Stamford, CT 06902
United States
Telephone: +44 20
Telephone: +852 2319 4513 6933 Telephone: +1 203
4130 658 9457
Email: tullowoil@investor.morrowsodali.com
Electronic copies of all documents related to the Tender Offer will be available from the
website of the Luxembourg Stock Exchange, the London Stock Exchange and/or online via the
Tender Offer Website at https://projects.morrowsodali.com/tullowoilSUN until the consummation
or termination of the Tender Offer.
This announcement contains inside information for the purposes
of Article 7 of Regulation 2014/596/EU which is part of domestic UK
law pursuant to the Market Abuse (Amendment) (EU Exit) Regulations
(SI 2019/310) ("UK MAR"). Upon the publication of this
announcement, this inside information (as defined in UK MAR) is now
considered to be in the public domain. This announcement is being
made on behalf of Tullow by Adam Holland, Company Secretary.
Disclaimer
This announcement is for informational purposes only and should
be read in conjunction with the Offer to Purchase. Holders should
carefully consider all of the information in the Offer to Purchase
and seek their own financial and legal advice from their
stockbroker, bank manager, solicitor, accountant or other
independent financial adviser. The Offer to Purchase sets out the
full terms of the Tender Offer. Copies of the Offer to Purchase are
available from the Information and Tender Agent, at the address set
out above.
None of the Company, the Trustee, the Dealer Managers or the
Information and Tender Agent or any of their respective directors,
officers, employees, agents or affiliates makes any recommendation
about whether Holders should tender their Notes.
Neither the Offer to Purchase nor this announcement constitutes
an offer to buy or the solicitation of an offer to sell Notes (and
tenders of Notes will not be accepted from Holders) in any
circumstances in which the Tender Offer or solicitation is
unlawful. If a jurisdiction requires that the Tender Offer be made
by a licensed broker or dealer, and the Dealer Managers or any of
their affiliates is a licensed broker or dealer in that
jurisdiction, the Tender Offer shall be deemed to be made by such
person on behalf of the Company in such jurisdiction.
The Offer to Purchase does not constitute an invitation to
participate in the Tender Offer in any jurisdiction in which, or to
any person to or from whom, it is unlawful to make such invitation
or for there to be such participation under applicable securities
laws. The distribution of the Offer to Purchase in certain
jurisdictions may be restricted by law. Persons into whose
possession the Offer to Purchase comes are required to inform
themselves about and to observe any such restrictions. Holders are
referred to the "Offer and Distribution Restrictions" in the Offer
to Purchase.
Nothing in this communication constitutes an offer to purchase
or an offer of securities for sale in the United States or any
other jurisdiction. No securities may be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements. Any public offering of securities to be
made in the United States will be made by means of a prospectus.
Such prospectus will contain detailed information about the company
making the offer and its management and financial statements. No
public offer of securities is to be made by the Company in the
United States. The Notes have not been registered under the U.S.
Securities Act of 1933, as amended, or the securities laws of the
United States or any state thereof or the applicable laws of any
other jurisdiction.
The Tender Offer is not being made in any Member State of the
European Economic Area or in the United Kingdom, other than to
persons who are "qualified investors" as defined in Regulation (EU)
No 2017/1129 (as amended, the "Prospectus Regulation"), or in other
circumstances falling within Article 1(4) of the Prospectus
Regulation.
The Tender Offer is not being made, and has not been approved,
by an authorized person for the purposes of section 21 of the
Financial Services and Markets Act 2000 (the "FSMA"). Accordingly,
the Tender Offer is not being made to the general public in the
United Kingdom. This communication is exempt from the restriction
on financial promotions under section 21 of the FSMA on the basis
that it is only directed at and may be communicated to (1) those
persons who are existing members or creditors of the Company or
other persons within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion).
Each Holder participating in the Tender Offer will be deemed to
give certain representations in respect of the jurisdictions
referred to above and generally as set out in "Procedures for
Participating in the Tender Offer" in the Offer to Purchase. Any
tender of Notes for purchase pursuant to the Tender Offer from a
Holder that is unable to make these representations will not be
accepted. Each of the Company and the Information and Tender Agent
reserves the right, in its absolute discretion, to investigate, in
relation to any tender of Notes for purchase pursuant to the Tender
Offer, whether any such representation given by a Holder is correct
and, if such investigation is undertaken and as a result the
Company determines (for any reason) that such representation is not
correct, such tender of Notes shall not be accepted.
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END
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