REG - Tullow Oil PLC Capricorn Energy PLC Tullow Oil PLC - FP Tullow Oil PLC - NP - Form 8 (OPD) - Tullow Oil PLC (Offeror)

Tullow OilAnnouncement

17/06/2022 11:15

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RNS Number : 2944P  Tullow Oil PLC  17 June 2022

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

 

TULLOW OIL PLC (the "Company")

Rules 8.1 and 8.2 Announcement

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     Tullow Oil PLC
 (b) Owner or controller of interests and short positions disclosed, if
 different from 1(a):

 (c) Name of offeror/offeree in relation to whose relevant securities this form  Tullow Oil PLC (Offeror)
 relates:

 (d) Is the discloser the offeror or the offeree?                                Offeror
 (e) Date position held:                                                         16 June 2022

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          Yes
 disclosures in respect of any other party to the offer?

                                                                                 Capricorn Energy PLC (Offeree)

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 Class of relevant security:

                                                                      Interests      Short positions

                                                                      Number  %      Number    %
 (1) Relevant securities owned and/or controlled:                     Nil     -      Nil       -
 (2) Cash-settled derivatives:                                        Nil     -      Nil       -

 (3) Stock-settled derivatives (including options) and agreements to  Nil     -      Nil       -
 purchase/sell:
                                                                      Nil     -      Nil       -

      TOTAL:

 

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   Nil
 Details, including nature of the rights concerned and relevant percentages:  N/A

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:

 (a)  Interests held by the directors of Tullow Oil PLC, their close relatives
 and the related trusts of any of them in the ordinary shares of Tullow Oil PLC
 (excluding the options set out below):

Name               Number of ordinary shares  Percentage of issued share capital
 Michael Daly       4,795                      0.0003%
 Rahul Dhir         1,346,000                  0.0936%
 Martin Greenslade  60,000                     0.0042%
 Mitchell Ingram    50,000                     0.0035%
 Sheila Khama       7,070                      0.0005%
 Jeremy Wilson      87,959                     0.0061%

 

 (b)  Options held by directors of Tullow Oil PLC, their close relatives and
 the related trusts of any of them:

Name        Plan                    Date of award  Number of ordinary shares under option  Exercise price  Vesting date

                                               (GBP)
 Rahul Dhir  2020 PDMR Buyout Award  5 August 2020  9,000,000                               Nil             1 July  2025
       Tullow Incentive Plan   15 March 2021  319,316                                 Nil             15 March 2026
       Tullow Incentive Plan   14 March 2022  1,104,269                               Nil             14 March 2027

 

 (c)  Interests held by the connected advisers of Tullow Oil PLC in the
 ordinary shares of Tullow Oil PLC

Connected Adviser              Registered and beneficial owner  Number of ordinary shares  Percentage of issued share capital
 IC Securities (Ghana) Limited  Kwabena Osei-Boateng             1,000                      0.0001%

 

 (d)  Interests held by the directors of Tullow Oil PLC, their close relatives
 and the related trusts of any of them in the ordinary shares of Capricorn
 Energy PLC:

Name               Number of ordinary shares  Percentage of issued share capital
 Sarah Wilson((1))  8,915                      0.003%

 

 ((1)) Wife of Jeremy Wilson.

 

(b)  Options held by directors of Tullow Oil PLC, their close relatives and
the related trusts of any of them:

 

 Name        Plan                    Date of award  Number of ordinary shares under option  Exercise price  Vesting date

                                                                                            (GBP)
 Rahul Dhir  2020 PDMR Buyout Award  5 August 2020  9,000,000                               Nil             1 July  2025
             Tullow Incentive Plan   15 March 2021  319,316                                 Nil             15 March 2026
             Tullow Incentive Plan   14 March 2022  1,104,269                               Nil             14 March 2027

 

(c)  Interests held by the connected advisers of Tullow Oil PLC in the
ordinary shares of Tullow Oil PLC

 

 Connected Adviser              Registered and beneficial owner  Number of ordinary shares  Percentage of issued share capital
 IC Securities (Ghana) Limited  Kwabena Osei-Boateng             1,000                      0.0001%

 

(d)  Interests held by the directors of Tullow Oil PLC, their close relatives
and the related trusts of any of them in the ordinary shares of Capricorn
Energy PLC:

 

 Name               Number of ordinary shares  Percentage of issued share capital
 Sarah Wilson((1))  8,915                      0.003%

 

((1)) Wife of Jeremy Wilson.

 

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 None

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 None

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  NO
 Supplemental Form 8 (SBL)             NO

 

 

 Date of disclosure:  17 June 2022
 Contact name:        Adam Holland
 Telephone number:    +44 20 3249 9000

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

 

 CONTACTS
 Tullow Oil plc

 (London)                           Camarco

 (+44 20 3249 9000)                 (+44 20 3781 9244)

 Adam Holland (Company Secretary)   Billy Clegg

 Robert Hellwig (Investors)         Monique Perks

 Matthew Evans (Investors)          Rebecca Waterworth

 George Cazenove (Media)

 

 

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