REG - Kosmos Energy Ltd Tullow Oil PLC - Statement re Possible Offer

Kosmos EnergyAnnouncement

13/12/2024 07:00

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RNS Number : 9456P  Kosmos Energy Limited  13 December 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

 

THIS IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE
2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO
CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER
MIGHT BE MADE.

 

FOR IMMEDIATE RELEASE

 

12 December 2024

 

Statement regarding a possible all-share offer for

Tullow Oil plc by Kosmos Energy Ltd.

 

Kosmos Energy Ltd. ("Kosmos" or the "Company") (NYSE: KOS) notes today's
announcement by Tullow Oil plc ("Tullow") (LSE: TLW) regarding a potential
transaction involving Tullow and Kosmos and confirms that it is in very
preliminary discussions with Tullow regarding a possible all-share offer by
Kosmos for Tullow.

There can be no certainty that any offer will be made, nor as to the terms on
which any offer might be made. Pursuant to Rule 2.5 of the Code, Kosmos
reserves the right to vary the form and/or mix of the offer consideration and
vary the transaction structure. A further announcement will be made as and
when appropriate.

As stated in today's announcement by Tullow, in accordance with Rule 2.6(a) of
the Code, Kosmos is required, by not later than 5.00 p.m. on 9 January 2025,
to either announce a firm intention to make an offer for Tullow in accordance
with Rule 2.7 of the Code or announce that it does not intend to make an
offer, in which case the announcement will be treated as a statement to which
Rule 2.8 of the Code applies. This deadline can be extended with the consent
of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

ENQUIRIES

 

 Kosmos
 Jamie Buckland, Investor Relations      +44 (0) 203 954 2831

 Thomas Golembeski, Media Relations      +1-214-445-9674

 Evercore (Financial Adviser to Kosmos)  Tel: +44 (0) 20 7653 6000
 David Waring

 Ed Banks

 Hugo Baker

 Julien Baril

 

ABOUT KOSMOS

Kosmos is a full-cycle deepwater, independent oil and gas exploration and
production company focused along the offshore Atlantic Margins. Our key assets
include production offshore Ghana, Equatorial Guinea and the U.S. Gulf of
Mexico, as well as a world-class gas development offshore Mauritania and
Senegal. We also pursue a proven basin exploration program in Equatorial
Guinea, Ghana and the U.S. Gulf of Mexico. Kosmos is listed on the New York
Stock Exchange and London Stock Exchange and is traded under the ticker symbol
KOS. As an ethical and transparent company, Kosmos is committed to doing
things the right way. The Company's Business Principles articulate our
commitment to transparency, ethics, human rights, safety and the environment.
Read more about this commitment in our Corporate Responsibility Report. For
additional information, visit www.kosmosenergy.com.

PUBLICATION ON A WEBSITE

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available on www.kosmosenergy.com no later than 12 noon (London time) on
the business day following the date of this announcement. The content of the
website referred to above is not incorporated into and does not form part of
this announcement.

The person responsible for arranging for the release of this announcement on
behalf of Kosmos is Josh Marion.

RULE 2.4 INFORMATION

In accordance with Rule 2.4(c)(iii) of the Code, Kosmos confirms that it is
not aware of any dealings in Tullow shares that would require a minimum level,
or particular form, of consideration that it would be obliged to offer under
Rule 6 or Rule 11 of the Code (as appropriate). However, it has not been
practicable for Kosmos to make enquiries of all persons presumed to be acting
in concert with it prior to this announcement in order to confirm whether any
details are required to be disclosed under Rule 2.4(c)(iii). To the extent
that any such details are identified following such enquiries, Kosmos will
make an announcement disclosing such details as soon as practicable, and in
any event by no later than the time it is required to make its Opening
Position Disclosure under Rule 8.1 of the Code.

RULE 2.9 INFORMATION

In accordance with Rule 2.9 of the Code, Kosmos confirms that, as at close of
business on 12 December 2024 (being the business day prior to the date of this
announcement), its issued share capital consisted of 471,816,671 ordinary
shares with a par value of $0.01 each in the capital of Kosmos which carry
voting rights of one vote per share and admitted to trading on the New York
Stock Exchange and London Stock Exchange with International Securities
Identification Number ("ISIN") US5006881065.

IMPORTANT NOTICES

Evercore Partners International LLP ("Evercore"), which is authorised and
regulated by the Financial Conduct Authority in the UK, is acting exclusively
as financial adviser to Kosmos and no one else in connection with the matters
described in this announcement and will not be responsible to anyone other
than Kosmos for providing the protections afforded to clients of Evercore nor
for providing advice in connection with the matters referred to herein.
Neither Evercore nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability, or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Evercore in connection with this announcement,
any statement contained herein, any offer or otherwise. Apart from the
responsibilities and liabilities, if any, which may be imposed on Evercore by
the Financial Services and Markets Act 2000 and successor legislation, or the
regulatory regime established thereunder, or under the regulatory regime of
any jurisdiction where exclusion of liability under the relevant regulatory
regime would be illegal, void or unenforceable, neither Evercore nor any of
its affiliates accepts any responsibility or liability whatsoever for the
contents of this announcement, and no representation, express or implied, is
made by it, or purported to be made on its behalf, in relation to the contents
of this announcement, including its accuracy, completeness or verification of
any other statement made or purported to be made by it, or on its behalf, in
connection with Kosmos or the matters described in this announcement. To the
fullest extent permitted by applicable law, Evercore and its affiliates
accordingly disclaim all and any responsibility or liability whether arising
in tort, contract or otherwise (save as referred to above) which they might
otherwise have in respect of this announcement, or any statement contained
herein.

DISCLOSURE REQUIREMENTS OF THE CODE

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by not later than 3.30 pm (London time) on the 10(th)
business day following the commencement of the offer period and, if
appropriate, by not later than 3.30 pm (London time) on the 10(th) business
day following the announcement in which any securities exchange offeror is
first identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by not later
than 3.30 pm (London time) on the business day following the date of the
relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

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