REG - Tullow Oil PLC - NOTICE OF TENDER OFFER
15/11/2023 07:15
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RNS Number : 5267T Tullow Oil PLC 15 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
NOTICE OF TENDER OFFER
Invitation by Tullow Oil plc (the "Company") to the holders of its 7.00%
Senior Notes due 2025 (the "Notes").
November 15, 2023. The Company hereby announces the commencement of its
invitation to holders of the Notes (the "Holders") to submit tenders to the
Company to purchase their Notes for cash on the terms and subject to the
conditions contained in the Offer to Purchase dated November 15, 2023 (the
"Tender Offer") (the "Offer to Purchase"). Capitalized terms used in this
announcement have the meanings ascribed to them in the Offer to Purchase,
unless the context requires otherwise. The Offer to Purchase is available,
subject to eligibility confirmation and registration, on the Tender Offer
Website: https://projects.morrowsodali.com/tullowoilSUN
(https://projects.morrowsodali.com/tullowoilSUN) .
OVERVIEW OF THE TENDER OFFER
The Notes 7.00% Senior Notes due 2025
(Regulation S Notes - ISIN: USG91237AA87, CUSIP: G91237AA8)
(Rule 144A Notes - ISIN: US899415AE32, CUSIP: 899415AE3)
Aggregate Tender Consideration It is the current intention of the Company that the aggregate cash
consideration, excluding any accrued and unpaid interest, to be paid by the
Company to purchase Notes validly tendered and accepted for purchase in the
Tender Offer is an amount of up to U.S.$300,000,000 (the "Aggregate Tender
Consideration").((1))
Early Tender Offer Consideration The clearing price per U.S.$1,000 principal amount of Notes (which shall
include the Early Tender Offer Premium), which will be determined pursuant to
a modified Dutch auction process such that the Aggregate Tender Consideration
is not exceeded (the "Clearing Price" or "Early Tender Offer Consideration",
as applicable).
Late Tender Offer Consideration The amount per U.S.$1,000 principal amount of Notes validly tendered after the
Early Tender Deadline but at or before the Expiration Deadline, which shall
equal the Early Tender Offer Consideration minus the Early Tender Offer
Premium (the "Late Tender Offer Consideration").
Modified Dutch Auction Bid Range Between U.S.$900.00 (the "Minimum Purchase Price") and U.S.$920.00 (the
"Maximum Purchase Price"), inclusive of the Early Tender Offer Premium (the
"Modified Dutch Auction Bid Range")((1)(2))
Early Tender Offer Premium U.S.$50.00 per U.S.$1,000 principal amount of Notes, payable only in respect
of Notes validly tendered at or prior to the Early Tender Deadline and
accepted for purchase by the Company.
Early Tender Deadline 5:00 p.m. (New York City time) on November 29, 2023 (unless extended as
provided in the Offer to Purchase)
Expiration Deadline 5:00 p.m. (New York City time) on December 14, 2023 (unless the Tender Offer
is extended, re-opened, amended and/or terminated as provided in the Offer to
Purchase)
Outstanding Principal Amount U.S.$633,463,0000 (as of the date of the Offer to Purchase)
______________________
(1) Subject to applicable securities laws and the terms set forth in the
Offer to Purchase, the Company reserves the right, in its sole discretion, to
significantly increase or decrease the proposed Aggregate Tender
Consideration. All Tender Instructions will be irrevocable except under
limited circumstances described under "Expiration, Extension and
Amendment-Revocation Rights" and, subject to applicable securities laws, for
the avoidance of doubt, the Company will not grant revocation rights in the
event that it increases or decreases the Aggregate Tender Consideration.
(2) Per U.S.$1,000 principal amount of Notes accepted for purchase. The
Company will also pay accrued and unpaid interest to, but not including, the
applicable Payment Date (as defined below).
(3) Holders who tender Notes at or prior to the Early Tender Deadline may
specify a purchase price, which must be within the Modified Dutch Auction Bid
Range, in increments of U.S.$1.25 per U.S.$1,000 principal amount of Notes.
The Company is undertaking the Tender Offer as part of its plan to optimize
and proactively manage its debt profile and capital structure. The Company
intends to fund the Aggregate Tender Consideration with drawings under its
$400 million five-year notes facility agreement with Glencore Energy UK
Limited which was entered into on November 11, 2023. The Company intends to
fund all Accrued Interest Payments on Notes accepted for purchase pursuant to
the Tender Offer with cash on hand.
ING Bank N.V., London Branch and Standard Chartered Bank are acting as lead
dealer managers (the "Lead Dealer Managers") and Absa Bank Limited (acting
through its Corporate and Investment Banking Division), DNB Markets, Inc.,
J.P. Morgan Securities LLC, Nedbank Limited (acting through its Nedbank
Corporate and Investment Banking Division) and The Standard Bank of South
Africa Limited are acting as co-dealer managers (the "Co-Dealer Managers" and,
together with the Lead Dealer Managers, the "Dealer Managers") for the Tender
Offer. Morrow Sodali Limited is acting as the information and tender agent
(the "Information and Tender Agent") for the Tender Offer.
The Company will, on the applicable Payment Date, pay for Notes validly
tendered at or before the Early Tender Deadline pursuant to the Tender Offer
and accepted by it for purchase, a cash amount (rounded to the nearest
U.S.$0.01), expressed per U.S.$1,000 principal amount of the Notes (the
"Clearing Price" or "Early Tender Offer Consideration", as applicable), as
determined pursuant to the modified Dutch auction procedure described in the
Offer to Purchase (the "Modified Dutch Auction Procedure"), which purchase
price includes the Early Tender Offer Premium of U.S.$50.00 per U.S.$1,000
principal amount of the Notes. The Company will, on the Final Payment Date,
pay for Notes validly tendered after the Early Tender Deadline but at or
before the Expiration Deadline pursuant to the Tender Offer and accepted by it
for purchase, a cash amount (rounded to the nearest U.S.$0.01), expressed per
U.S.$1,000 principal amount of the Notes (the "Late Tender Offer
Consideration"), which is the Early Tender Offer Consideration (which will be
equal to the Clearing Price) minus the Early Tender Offer Premium.
Only Notes validly tendered at or before the Early Tender Deadline and
accepted for purchase will be eligible to receive the Early Tender Offer
Consideration, which includes the Early Tender Offer Premium. Notes validly
tendered after the Early Tender Deadline but at or before the Expiration
Deadline and accepted for purchase will be eligible to receive only the Late
Tender Offer Consideration, which is equal to the Early Tender Offer
Consideration minus the Early Tender Offer Premium. Each of the Early Tender
Offer Consideration and the Late Tender Offer Consideration is referred to
herein as the applicable or relevant "Consideration," as the case may be.
The Company reserves the right, in its sole discretion and for any reason,
subject to applicable securities laws and the terms set forth in the Offer to
Purchase, to change the Aggregate Tender Consideration or to accept less or
more than the Aggregate Tender Consideration of Notes tendered for purchase
pursuant to the Tender Offer. The Company will determine, in its sole
discretion, the aggregate principal amount of the Notes validly tendered
pursuant to the Tender Offer that it will accept for purchase. If, at the
Early Tender Deadline, the aggregate cash consideration payable, excluding any
accrued and unpaid interest, validly tendered accepted for purchase is equal
to the Aggregate Tender Consideration, the Company reserves the right, at its
option, not to accept any additional Notes tendered by Holders after the Early
Tender Deadline.
In addition to the applicable Consideration, Holders whose Notes have been
accepted for purchase pursuant to the Tender Offer will also be paid accrued
and unpaid interest in respect of any Notes purchased in the Tender Offer
from, and including, the last interest payment date to, but excluding, the
Early Payment Date (if any) or the Final Payment Date (each, as defined
below), as the case may be (such amount, rounded to the nearest U.S.$0.01 with
U.S.$0.005 rounded upwards an "Accrued Interest Payment").
Subject to the terms and conditions of the Tender Offer, the Company reserves
the right, in its sole discretion, promptly following the Early Tender
Deadline (the "Early Acceptance Date"), to accept for purchase the Notes
validly tendered at or before the Early Tender Deadline, up to the Aggregate
Tender Consideration. If the Company elects to exercise this option, it will
pay the Early Tender Offer Consideration for the Notes accepted for purchase
at the Early Acceptance Date on a date (the "Early Payment Date") promptly
following the Early Acceptance Date. Such Early Payment Date, if any, is
expected to be December 4, 2023, two Business Days after the Early Acceptance
Date, but is subject to change without notice. Also, on the Early Payment
Date, if any, the Company will pay the relevant Accrued Interest Payment to,
but excluding, the Early Payment Date, on Notes accepted for purchase at the
Early Acceptance Date. If the Company does not elect to have an Early Payment
Date, payment for such Notes will be made on the Final Payment Date.
Subject to the terms and conditions of the Tender Offer, and to the Company's
right, in its sole discretion (subject to applicable law), to extend, amend,
terminate or withdraw the Tender Offer, the Company reserves the right, after
the Expiration Deadline (the "Final Acceptance Date"), to accept for purchase
the Notes validly tendered and not previously accepted (if any) at or before
the Expiration Deadline, up to (together with any Notes previously accepted)
the Aggregate Tender Consideration. The Company will pay the Late Tender Offer
Consideration for Notes validly tendered after the Early Tender Deadline and
at or before the Expiration Deadline and accepted for purchase at the Final
Acceptance Date on a date (the "Final Payment Date") promptly following the
Expiration Deadline. Such Final Payment Date, if any, is expected to be
December 20, 2023, three Business Days after the Final Acceptance Date, but is
subject to change without notice. Also, on the Final Payment Date, the Company
will pay the relevant Accrued Interest Payment to, but excluding, the Final
Payment Date on Notes validly tendered and accepted for purchase at the Final
Acceptance Date. Each of the Early Payment Date (if any) and the Final Payment
Date is referred to herein as the relevant or applicable "Payment Date," as
the case may be.
The acceptance for purchase of Notes tendered in the Tender Offer is subject
to the satisfaction or (in the Company's sole discretion) waiver of certain
conditions, further described in the Offer to Purchase.
The Company reserves the right, in its sole discretion but subject to
applicable law, to (1) extend, terminate or withdraw the Tender Offer at any
time and (2) otherwise amend the Tender Offer in any respect. The foregoing
rights are in addition to the right to delay acceptance for purchase of Notes
tendered pursuant to the Tender Offer or the payment for Notes accepted for
purchase pursuant to the Tender Offer in order to comply with any applicable
law, subject to Rule 14e-1 under the U.S. Securities Exchange Act of 1934 (the
"Exchange Act"), which requires that the Company pay the consideration offered
or return the deposited Notes promptly after the termination or withdrawal of
the Tender Offer.
MODIFIED DUTCH AUCTION PROCEDURE
To be eligible to receive the applicable Consideration pursuant to the Tender
Offer, Holders must validly tender their Notes for purchase by delivering, or
arranging to have delivered on their behalf, a valid Tender Instruction that
is received by the Information and Tender Agent on or before the Expiration
Deadline.
Holders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes when such intermediary would need
to receive instructions from a Holder in order for that Holder to be able to
participate in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Tender Offer by the
deadlines specified in the Offer to Purchase. The deadlines set by any such
intermediary and each Clearing System for the submission and withdrawal of
Tender Instructions will be earlier than the deadlines specified in the Offer
to Purchase.
Except in limited circumstances that are further described in the Offer to
Purchase, Tender Instructions will be irrevocable once delivered in accordance
with the terms of the Tender Offer.
At or before the Early Tender Deadline, Tender Instructions relating to the
Notes may be submitted on a "non-competitive" or a "competitive" basis as
follows:
· a "Non-Competitive Tender Instruction" is a Tender Instruction that
specifies the aggregate principal amount of the Notes tendered pursuant to
such Tender Instruction (which must be in principal amounts equal to a minimum
of U.S.$200,000 and in integral multiples of U.S.$1,000 in excess thereof)
that either (i) does not specify a purchase price for the Notes, or (ii)
specifies a purchase price per U.S.$1,000 principal amount less than or equal
to the Minimum Purchase Price. Each Non-Competitive Tender Instruction,
whether falling within (i) or (ii) above, will be deemed to have specified the
Minimum Purchase Price for the tendered Notes; and
· a "Competitive Tender Instruction" is a Tender Instruction that
specifies the aggregate principal amount of the Notes tendered pursuant to
such Tender Instruction (which must be in principal amounts equal to a minimum
of U.S.$200,000 and in integral multiples of U.S.$1,000 in excess thereof) and
a purchase price (i) greater than the Minimum Purchase Price and (ii) less
than or equal to the Maximum Purchase Price for the Notes. Purchase prices may
only be specified in increments of U.S.$1.25 per U.S.$1,000 principal amount
above the Minimum Purchase Price in such Competitive Tender Instructions. If a
Competitive Tender Instruction specifies a purchase price that is not an
increment of U.S.$1.25 per U.S.$1,000 principal amount, the purchase price so
specified shall be rounded down to the nearest such increment of U.S.$1.25 per
U.S.$1,000 principal amount above the Minimum Purchase Price, and such
Competitive Tender Instruction shall be deemed to have specified such rounded
figure as the purchase price. If a Competitive Tender Instruction specifies a
purchase price less than U.S.$1.25 per U.S.$1,000 principal amount above the
Minimum Purchase Price, the purchase price shall be rounded down to the
Minimum Purchase Price and will be deemed to be a Non-Competitive Tender
Instruction.
Competitive Tender Instructions that specify a purchase price greater than the
Maximum Purchase Price or below the Minimum Purchase Price will not be
accepted and will not be used for purposes of calculating the Clearing Price.
The final determination of the Clearing Price will be made at the Company's
sole discretion promptly following the Early Tender Deadline, on the Early
Acceptance Date.
After the Early Tender Deadline and at or prior to the Expiration Deadline,
only Non-Competitive Tender Instructions will be accepted and any purchase
price specified with respect to the Notes you validly tender shall be
disregarded and not used for the purposes of calculating the Clearing Price,
and you shall be deemed to have tendered with a purchase price equal to the
Clearing Price and shall be eligible to receive only the Late Tender Offer
Consideration (and will not be eligible to receive the Early Tender Premium).
Each Tender Instruction should specify the aggregate principal amount of the
Notes which is the subject of such Tender Instruction.
Tender Instructions must be submitted in minimum denominations of U.S.$200,000
and integral multiples of U.S.$1,000 excess thereof (the "Authorized
Denominations").
A separate Tender Instruction must be completed on behalf of each beneficial
owner, due to potential proration.
ACCEPTANCE PRIORITY AND PRORATION
If the purchase of all Notes validly tendered at or prior to the Early Tender
Deadline with a purchase price that is equal to or less than the Maximum
Purchase Price would cause the Company to pay an aggregate cash consideration
more than the Aggregate Tender Consideration, then the Tender Offer will be
oversubscribed at the Early Tender Deadline and (i) the Company reserves the
right not to accept for purchase any Notes tendered after the Early Tender
Deadline and (ii) the Company will (assuming satisfaction or, where
applicable, waiver of the conditions to the Tender Offer) accept for purchase
on the Early Acceptance Date (or, if there is no Early Acceptance Date, the
Final Acceptance Date), the Notes tendered at or prior to the Early Tender
Deadline as follows:
· first, the Company will accept for purchase all Notes validly
tendered at or prior to the Early Tender Deadline with a purchase price that
is less than the Clearing Price; and
· second, the Company will accept for purchase all Notes validly
tendered at or prior to the Early Tender Deadline with a purchase price equal
to the Clearing Price on a prorated basis, such that the Company will not
accept for purchase Notes of an aggregate principal amount that would lead to
the aggregate Early Tender Offer Consideration being in excess of the
Aggregate Tender Consideration. The Early Payment Date proration factor (if
applicable) will be calculated by dividing (i) the Aggregate Tender
Consideration less the aggregate Early Tender Offer Consideration of the Notes
accepted for purchase at the Early Tender Deadline that are not subject to
proration, by (ii) the aggregate Early Tender Offer Consideration of the Notes
validly tendered in the Tender Offer prior to the Early Tender Deadline at the
Clearing Price that are subject to proration.
If the Tender Offer is oversubscribed at the Early Tender Deadline, then the
Company reserves the right, at its option, to issue a press release promptly
after the Early Tender Deadline stating that Notes tendered after the Early
Tender Deadline will not be purchased pursuant to the Tender Offer.
If the Tender Offer is not oversubscribed at the Early Tender Deadline but the
purchase of all Notes validly tendered after the Early Tender Deadline and at
or prior to the Expiration Deadline, when considered together with the cash
consideration payable in respect of Notes accepted for purchase as of the
Early Tender Deadline, would cause the Company to pay an aggregate cash
consideration in excess of the Aggregate Tender Consideration, then the Tender
Offer will be oversubscribed at the Expiration Deadline and the Company will
(assuming satisfaction or, where applicable, waiver of the conditions to the
Tender Offer) accept for purchase on the Expiration Deadline, such Notes
tendered after the Early Tender Deadline on a prorated basis, such that the
Company will not pay an aggregate cash consideration in excess of the
Aggregate Tender Consideration. The Final Payment Date proration factor (if
applicable) will be calculated by dividing (i) the Aggregate Tender
Consideration less the aggregate Early Tender Offer Consideration of the Notes
accepted for purchase at the Early Tender Deadline, by (ii) the aggregate Late
Tender Offer Consideration of the Notes validly tendered in the Tender Offer
after the Early Tender Deadline but prior to the Expiration Deadline.
All Notes not accepted as a result of proration and all tenders of Notes with
a purchase price in excess of the Clearing Price will be rejected on the
respective payment date.
If any Notes are purchased in the Tender Offer, Notes tendered with a purchase
price equal to or less than the Clearing Price at or prior to the Early Tender
Deadline will be accepted for purchase in priority to Notes tendered after the
Early Tender Deadline and at or prior to the Expiration Deadline. Accordingly,
if the Aggregate Tender Consideration is reached in respect of tenders made
and accepted at or prior to the Early Tender Deadline, no Notes tendered after
the Early Tender Deadline will be accepted for purchase.
In the event proration is required, the Company will multiply the principal
amount of Notes subject to proration by the applicable proration factor. To
avoid purchases of Notes in principal amounts other than in denominations of
U.S.$200,000 principal amount and integral multiples of U.S.$1,000 principal
amount in excess thereof (the "Authorized Denominations") and to ensure the
Company returns Notes in Authorized Denominations, if necessary, the Company
will make appropriate adjustments downward to the nearest U.S.$1,000 principal
amount or, if applicable, the minimum Authorized Denomination. If application
of proration will result in either (i) the relevant Holder transferring Notes
to the Company in a principal amount of less than U.S.$200,000 or (ii) Notes
in a principal amount of less than U.S.$200,000 being returned to a Holder,
then the Company will, in its sole and absolute discretion, either reject all
or accept all of such Holder's validly tendered Notes, without proration.
Notes not accepted for purchase as a result of pro-ration will be returned to
the relevant Holder on the respective Payment Date. Holders who tender less
than all their Notes must continue to hold Notes in Authorized Denominations.
If proration of the tendered Notes is required, the Company will determine the
applicable proration factor as soon as reasonably practicable following the
Early Tender Deadline or the Expiration Deadline, as the case may be, and
after giving effect to any increase or decrease in the Aggregate Tender
Consideration.
INDICATIVE TIMETABLE
The below timetable is indicative and shows one possible outcome for the
timing of the Tender Offer based on the dates in the Offer to Purchase. This
timetable is subject to change and dates and times may be extended or amended
by the Company in accordance with the terms of the Tender Offer, as described
in the Offer to Purchase, and applicable law. Accordingly, the actual
timetable may differ significantly from the timetable below.
Defined Term Time and Date Event
Commencement Date November 15, 2023 Commencement of the Tender Offer. Announcement of the launch of the Tender
Offer will be made on the Luxembourg Stock Exchange, the London Stock Exchange
or its Regulatory News Service and the Tender Offer Website:
https://projects.morrowsodali.com/tullowoilSUN.
Early Tender Deadline 5:00 p.m. (New York City time) on November 29, 2023, unless extended. In the Holders must validly tender their Notes pursuant to the Tender Offer by
case of extension, the Early Tender Deadline will be such other date and time delivering, or arranging to have delivered on their behalf, a valid Tender
so extended. Instruction at or before the Early Tender Deadline in order to be eligible to
receive the Early Tender Offer Consideration. Notes validly tendered after the
Early Tender Deadline, but at or prior to the Expiration Deadline, will only
be eligible to receive the Late Tender Offer Consideration.
Early Acceptance Date and Early Acceptance Announcement November 30, 2023, which is the Business Day after the Early Tender Deadline. Subject to the terms and conditions of the Tender Offer and whether or not the
In the case of extension, the Early Acceptance Date will be such other date Tender Offer is fully subscribed, the Company, in its sole discretion, will
and time so extended. determine the Early Tender Offer Consideration promptly after the Early Tender
Deadline.
The Company will announce (i) the Aggregate Tender Consideration, (ii) the
aggregate principal amount of Notes accepted for purchase at the Early Tender
Deadline (if any), (iii) the Early Tender Offer Consideration, the Late Tender
Offer Consideration (if relevant), (iv) the proration factor (if applicable)
in respect of the Notes accepted for purchase at the Early Tender Deadline and
(v) the Early Payment Date (if applicable), promptly following the Early
Tender Deadline.
Early Payment Date If the Company so elects and announces such, promptly following the Early If the Company so elects, the Company will pay the Early Tender Offer
Acceptance Date, in which case the Early Payment Date is expected to be two Consideration, and the Accrued Interest Payment for the Notes accepted for
Business Days after the Early Acceptance Date. purchase on the Early Acceptance Date, on the terms and subject to the
conditions contained in the Offer to Purchase.
See "Conditions of the Tender Offer" in the Offer to Purchase.
If the Company elects to accept for purchase the Notes validly tendered at or
prior to the Early Tender Deadline pursuant to the Tender Offer, Holders, or
the custodial entities acting on such Holders' behalf, must deliver to the
Company good and marketable title to such Notes.
If the Company does not elect to have an Early Payment Date, payment for such
Notes will be made on the Final Payment Date.
Expiration Deadline 5:00 p.m. (New York City time) on December 14, 2023, unless the Tender Offer Holders must tender their Notes pursuant to the Tender Offer at or before the
is extended, re-opened, amended and/or terminated as provided in the Offer to Expiration Deadline in order to be eligible to receive the applicable
Purchase. In the case of extension, the Expiration Deadline will be such other Consideration. Notes tendered after the Early Tender Deadline but at or before
date and time as so extended. the Expiration Deadline will not be eligible to receive the Early Tender Offer
Consideration with respect to such Notes but instead, if such Notes are
accepted for purchase, Holders will be eligible to receive the Late Tender
Offer Consideration.
Final Acceptance Date, Final Results Announcement The next Business Day following the Expiration Deadline. Subject to the terms and conditions of the Tender Offer, the Company will
announce (i) the Aggregate Tender Consideration, (ii) the aggregate principal
amount of Notes validly tendered and accepted for purchase after the Early
Tender Deadline but at or prior to the Expiration Deadline, (iii) the
proration factor (if applicable) and (iv) the principal amount of Notes
outstanding after the Final Payment Date.
Final Payment Date Promptly following the Expiration Deadline. The Final Payment Date is expected The Company will pay the relevant Consideration and the Accrued Interest
to be December 20, 2023, three Business Days after the Final Acceptance Date. Payment for the Notes accepted for purchase on the Final Acceptance Date, up
to the Aggregate Tender Consideration, on the Final Acceptance Date.
Holders, or the custodial entities acting on such Holders' behalf, must
deliver to the Company good and marketable title to such Notes.
See "Conditions of the Tender Offer" in the Offer to Purchase.
FURTHER INFORMATION
For a detailed statement of the terms and conditions of the Tender Offer,
Holders should refer to the Offer to Purchase. The Offer to Purchase is
available to the Holders, subject to eligibility confirmation and
registration, on the Tender Offer Website:
https://projects.morrowsodali.com/tullowoilSUN
(https://projects.morrowsodali.com/tullowoilSUN) .
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
8-10 Moorgate
1 Basinghall Avenue
London EC2R 6DA London EC2V 5DD
United Kingdom United Kingdom
Telephone: +44 20 7767 6784 Telephone: +1 212 667 0351/ +44 20 7885 5739 / +852 3983 8658 / +65 6557 8286
Email: liability.management@ing.com Email: liability_management@sc.com
Attention: Liability Management Attention: Liability Management
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
Central, Hong Kong London W1U 1QS, United Kingdom South Tower, 5(th) Floor
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 or its Regulatory News Service 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.
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 or its Regulatory News Service 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.
Cautionary Note Concerning Forward-Looking Statements
This announcement contains certain forward-looking statements based on
estimates and assumptions.
These forward-looking statements are not historical facts, but only
predictions and generally can be identified by use of statements that include
phrases such as "will," "may," "should," "continue," "anticipate," "believe,"
"expect," "plan," "appear," "project," "estimate," "intend," or other words or
phrases of similar import. Similarly, statements that describe the Company's
or the Group's objectives, plans or goals also are forward-looking statements.
These forward-looking statements are based on the Company's current
expectations only, and are subject to a number of risks, uncertainties and
assumptions. Actual events and results could differ materially from these
forward-looking statements if one or more of these risks or uncertainties
materialize, or if underlying assumptions prove incorrect. The forward-looking
statements contained in this announcement speak only as of the date of this
announcement. The Company does not undertake to publicly update any
forward-looking statement to reflect events or circumstances after such dates
or to reflect the occurrence of unanticipated events. In light of these
risks, uncertainties and assumptions, the forward-looking events might or
might not occur. The Company cannot assure you that projected results or
events will be achieved.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
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