REG - Tullow Oil PLC - Launch of Consent Solicitation

Tullow OilAnnouncement

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RNS Number : 1262Y  Tullow Oil PLC  25 March 2026

Tullow Oil plc

Refinancing Transaction Update: Launch of Consent Solicitation

$1,285,245,000 10.25% Senior Secured Notes due 2026

(Regulation S Notes: ISIN USG91237AB60, Common Code G91237AB6; Rule 144A
Notes: ISIN US899415AG89, Common Code 899415AG8)

(together, the "Notes")

25 March 2026 - Further to recent announcements regarding the proposed
refinancing transaction (the "Refinancing Transaction"), Tullow Oil plc
("Tullow") is pleased to announce that it has today launched a solicitation
(the "Consent Solicitation") for the formal consents (the "Consents") from the
holders of the Notes ("Holders") required in connection with the
implementation of the Transaction.

As more fully described in the Consent Solicitation Statement, the Consent
Solicitation and the Refinancing Transaction are part of a series of
transactions contemplated by a lock-up agreement (the "Lock-Up Agreement").
The Refinancing Transaction was announced on 20 February 2026 with the support
of Holders holding c.66% of the aggregate principal amount of the Notes and
Glencore (together, the "Consenting Creditors"). On 26 February 2026, it was
announced that Holders holding over 90% of the aggregate principal amount of
the Notes had acceded to the Lock-Up Agreement and, as of the date hereof,
Holders holding 99.48% of the aggregate principal amount of the Notes have
acceded to the Lock-up Agreement and are expected to approve the Amendments
(as defined below).

The Consent Solicitation seeks consent from the Holders to approve (i) certain
amendments (the "Proposed Indenture Amendments") to the indenture dated as of
May 17, 2021, as amended, supplemented or waived from time to time providing
for the issuance of the Notes (the "Indenture"), (ii) certain amendments to
the intercreditor agreement and (iii) the release of the existing Notes and
issuance of New Notes (as defined in the Consent Solicitation Statement) to
all Holders (regardless of whether they participate in the Consent
Solicitation) as a new series of notes under the amended and restated
Indenture (together with (i) and (ii), the "Amendments"), in each case as set
out in the consent solicitation statement dated 25 March 2026 (the "Consent
Solicitation Statement"). The Consent Solicitation is being made solely on the
terms and subject to the conditions set forth in the Consent Solicitation
Statement.

Adoption of the Amendments requires receipt of consents from Holders
representing no less than 90% in principal amount of the Notes outstanding
(the "Required Consents"). A Consent may be validly revoked by a Holder at any
time prior to, but not on or after, the Effective Time (as defined below) and
will automatically terminate and not be effective if the Required Consents for
the Notes are not obtained on or prior to the Expiration Time (as defined
below).

Tullow expects that, as soon as practicable following the receipt of the
Required Consents, it will give notice to GLAS Trust Company LLC as trustee
under the Indenture (the "Existing Notes Trustee") that the Required Consents
have been received (at such time, the "Effective Time"), and Tullow, the
Existing Notes Trustee and the other parties thereto, as applicable, will
execute (i) a supplemental indenture to amend the Indenture to permit the
redemption of the existing Notes on a pro rata basis, (ii) a supplemental
indenture to amend the Indenture to reflect the other Proposed Indenture
Amendments and (iii) subject to the required consents being received from
required other parties to the Intercreditor Agreement, an amended and restated
intercreditor agreement. Holders should also note that the Effective Time may
fall prior to the Expiration Time (as defined below), and, if so, Holders
would not be given prior notice of such Effective Time.

The Consent Solicitation will expire at 11:59 P.M. (New York City time), 21
April 2026, unless extended by Tullow (the "Expiration Time"). Tullow may, in
its sole discretion, terminate, extend or amend the Consent Solicitation at
any time as described in the Consent Solicitation Statement.

Copies of the consent solicitation statement pursuant to which the Consent
Solicitation is being effectuated may be, together with any other
documentation Tullow may publish from time to time, obtained from the
information and tabulation agent Kroll Issuer Services Limited via the
Transaction Website at https://deals.is.kroll.com/tullow.

 

 CONTACTS
 Tullow Investor Relations                    Camarco (Media)

                                            (+44 20 3757 4980)
 ir@tullowoil.com (mailto:ir@tullowoil.com)

                                            Billy Clegg
 Matthew Evans

                                              Georgia Edmonds

                                              Rebecca Waterworth

 

Notes to editors

Tullow is an independent energy company that is building a better future
through responsible oil and gas development in Africa. Tullow's operations are
focused on its core producing assets in Ghana. Tullow is committed to becoming
Net Zero on its Scope 1 and 2 emissions by 2030, with a Shared Prosperity
strategy that delivers lasting socio-economic benefits for its host nations.
The Group is quoted on the London and Ghanaian stock exchanges (symbol: TLW).
For further information, please refer to: www.tullowoil.com
(http://www.tullowoil.com/) .

 

Follow Tullow on:

LinkedIn: www.linkedin.com/company/Tullow-Oil
(http://www.linkedin.com/company/Tullow-Oil)

X: www.X.com/TullowOilplc (http://www.X.com/TullowOilplc)

 

Legal disclaimer

This announcement is for information purposes only and does not constitute an
offer to purchase Notes, a solicitation of an offer to sell Notes or a
solicitation of consents of holders and shall not be deemed to be an offer to
purchase, a solicitation of an offer to sell or a solicitation of consents
with respect to any securities of Tullow or its affiliates. None of Tullow,
the information and tabulation agent, the trustee or any other person makes
any recommendation as to whether or not holders should deliver Consents. Each
holder must make its own decision as to whether or not to deliver Consents.

The communication of the Consent Solicitation Statement and any other
documents or materials relating to the Consents is not being made, and such
documents and/or materials have not been approved, by an authorized person in
the United Kingdom and is for distribution only to persons who (i) have
professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are
persons falling within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, partnerships or high value trusts etc.) of the
Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are
persons to whom an invitation or inducement to engage in investment activity
within the meaning of section 21 of the Financial Services and Markets Act
2000 (the "FSMA") in connection with the issue or sale of any securities may
otherwise lawfully be communicated or caused to be communicated (all such
persons together being referred to as "Relevant Persons"). The Consent
Solicitation Statement is directed only at Relevant Persons and must not be
acted on or relied on by persons who are not Relevant Persons and will be
engaged only with Relevant Persons.

The making of the Consent Solicitation may be restricted by the laws and
regulations in some jurisdictions. Persons into whose possession the Consent
Solicitation Statements come must inform themselves about and observe these
restrictions.

This release and the information contained herein are for information purposes
only and do not constitute a prospectus or an offer to sell, or a solicitation
of an offer to buy or subscribe for, any securities in the United States of
America or in any other jurisdiction.

This press release includes forward-looking statements within the meaning of
the securities laws of certain applicable jurisdictions. These forward-looking
statements include, but are not limited to, all statements other than
statements of historical facts contained in this press release, including,
without limitation, those regarding the Group's or any of its affiliate's
future financial position and results of operations, their strategy, plans,
objectives, goals and targets, future developments in the markets in which
they participate or are seeking to participate or anticipated regulatory
changes in the markets in which they operate or intend to operate. In some
cases, these forward-looking statements can be identified by terminology such
as "aim," "anticipate," "believe," "continue," "could," "estimate," "expect,"
"forecast," "guidance," "intend," "may," "plan," "potential," "predict,"
"projected," "should," or "will" or the negative of such terms or other
comparable terminology.

By their nature, forward-looking statements involve known and unknown risks,
uncertainties and other factors because they relate to events and depend on
circumstances that may or may not occur in the future. Readers are cautioned
that forward-looking statements are not guarantees of future performance and
are based on numerous assumptions and that the Group's or any of its
affiliate's actual results of operations, financial condition and liquidity,
and the development of the industries in which they operate, may differ
materially from (and be more negative than) those made in, or suggested by,
the forward-looking statements contained in this press release. In addition,
even if the Group's or any of its affiliate's results of operations, financial
condition and liquidity, and the development of the industries in which they
operate, are consistent with the forward-looking statements contained in this
press release, those results or developments may not be indicative of results
or developments in subsequent periods.

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