REG - Tullow Oil PLC - Early Results of its Tender Offer for 2025 Notes

Tullow OilAnnouncement

30/11/2023 10:00

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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:

 Title of Security                          CUSIP/ISIN                                Outstanding Principal Amount as at the date of the Offer to Purchase  Principal               Early Tender Offer Consideration((1))

Amount

Tendered and Accepted
 7.00% Senior Notes due 2025 (the "Notes")  Rule 144A: 899415AE3 / US899415AE32       U.S.$633,463,000                                                      U.S.$130,086,000        U.S.$920.00

                                            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 (mailto:liability.management@ing.com)   Email: liability_management@sc.com (mailto:liability_management@sc.com)

The Co-Dealer Managers in connection with the Tender Offer are:

 Absa Bank Limited (acting through its Corporate and Investment Banking  DNB Markets, Inc.  J.P. Morgan Securities LLC  Nedbank Limited (acting through its Nedbank Corporate and Investment Banking  The Standard Bank of South Africa Limited
 Division)                                                                                                              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 Street  103 Wigmore Street            333 Ludlow Street

 London W1U 1QS

 Central Hong Kong
               South Tower, 5(th) Floor

              United Kingdom

               Stamford, CT 06902

               United States

              Telephone: +44 20 4513 6933

 Telephone: +852 2319 4130                                  Telephone: +1 203 658 9457

Email: tullowoil@investor.morrowsodali.com
 (mailto: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
 (https://projects.morrowsodali.com/tullowoilSUN) until the consummation or
 termination of the Tender Offer.

Email: tullowoil@investor.morrowsodali.com
(mailto: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
(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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