REG - Kosmos Energy Ltd Tullow Oil PLC - Statement regarding possible offer for Tullow Oil

Tullow OilAnnouncement

17/12/2024 10:30

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RNS Number : 4182Q  Kosmos Energy Limited  17 December 2024

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

 

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE")

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

17 December 2024

 

Statement regarding possible offer for Tullow Oil plc

 

Further to the announcements made by Tullow Oil plc ("Tullow") and Kosmos
Energy Ltd. ("Kosmos") in relation to very preliminary discussions about
Kosmos' possible offer for Tullow, Kosmos now confirms that it does not intend
to make a firm offer for Tullow at this time and is consequently bound by the
restrictions under Rule 2.8 of the Code, save in the circumstances set out
below.

 

This is a statement to which Rule 2.8 of the Code applies. As is customary,
Kosmos reserves the right to set aside this statement in the following
circumstances that are described under Note 2 to

Rule 2.8 of the Code:

 

(a)  the Board of Directors of Tullow agreeing to this statement being set
aside;

(b)  a third party announcing a firm intention to make an offer for Tullow;

(c)  Tullow announcing a Rule 9 waiver proposal (as described in Note 1 of
the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover (as
defined in the Code); or

(d)  the UK Panel on Takeovers and Mergers (the "Panel") determining that
there has been a material change of circumstances.

 

 ENQUIRIES

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

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

 Brunswick Group LLP                     +44 (0) 20 7404 5959

 Stuart Donnelly

 Chris Thompson

 Evercore (Financial Adviser to Kosmos)  +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 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.

 

RULE 9 WAIVER PROPOSAL AND REVERSE TAKEOVER

 

A Rule 9 waiver proposal is where the Panel is asked to waive the obligation
to make an offer under Rule 9 of the Code which would otherwise arise where,
as a result of the issue of new securities as consideration for an acquisition
or a cash subscription or in fulfilment of obligations under an agreement to
underwrite the issue of new securities, a person or group of persons acting in
concert acquires an interest, or interests, in shares which carry 30% or more
of the voting rights of a company (to which the Code applies).

 

A transaction will be a reverse takeover if an offeror (being a company to
which the Code applies) might as a result need to increase its existing issued
voting equity share capital by more than 100%.

 

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.

 

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