REG - Tullow Oil PLC - Refinancing Transaction Update

Tullow OilAnnouncement

Today 09:30

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260408:nRSH6291Za&default-theme=true

RNS Number : 6291Z  Tullow Oil PLC  08 April 2026

Tullow Oil plc

Refinancing Transaction Update: Requisite Consents Received in Consent
Solicitation Relating to

$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")

8 April 2026 - Further to recent announcements regarding the proposed
refinancing transaction (the "Refinancing Transaction"), Tullow Oil plc
("Tullow" or the "Company") is pleased to announce that as at 11 P.M. (UK
time) on 7 April 2026, holders of the Notes (the "Holders") representing more
than 97% of the aggregate outstanding principal amount of the existing Notes
have provided consents to approve (i) certain amendments (the "Proposed
Indenture Amendments") to the indenture dated as of 17 May 2021, as amended,
supplemented or otherwise modified from time to time (including as
supplemented by the first supplemental indenture dated 18 December 2025, the
"Indenture") providing for the issuance of the Notes and to the intercreditor
agreement originally dated 6 May 2021, as amended, supplemented or otherwise
modified from time to time (including as amended and restated on 11 November
2023), (ii) the release of the existing Notes and issuance of New Notes  as a
new series of notes under the Amended and Restated Indenture and (iii) certain
waivers under the Indenture to permit the release of Collateral in connection
with the Refinancing Transaction (the "Waiver" and, together with (i) and
(ii), the "Amendments"), in each case upon the terms, and subject to the
conditions set forth in the consent solicitation statement, dated 25 March
2026 (the "Consent Solicitation Statement"). Adoption of the Amendments
required the consent of Holders representing at least 90% in aggregate
principal amount outstanding of the existing Notes (the "Requisite Consents"),
which was obtained on 7 April 2026.

As soon as practicable following the receipt of the Requisite Consents,
Tullow, the trustee and the other parties to the Indenture, inter alios, shall
execute (such time of execution being the "Effective Time") (i) the second
supplemental indenture to the Indenture to amend the Indenture to permit the
redemption of the existing Notes on a pro rata basis, reduce the minimum
denominations of the Notes and implement the Waiver (the "Second Supplemental
Indenture") and (ii) the third supplemental indenture to the Indenture to
amend the Indenture to reflect the other Proposed Indenture Amendments (the
"Third Supplemental Indenture"). Subject to the required consents being
received from required other parties to the Intercreditor Agreement, the
parties to the Intercreditor Agreement will also enter into an amendment and
restatement agreement to amend and restate the Intercreditor Agreement. As at
the Effective Time, consents submitted are no longer permitted to be revoked.
The Second Supplemental Indenture becomes effective and operative at the
Effective Time. Although the Third Supplemental Indenture becomes effective at
the Effective Time, neither the Proposed A&R Indenture Amendments nor the
 Proposed ICA Amendments will become operative until satisfaction of the
terms and conditions set forth in the Consent Solicitation Statement at the
Settlement Date. All present and future Holders of the existing Notes will be
bound by the Second Supplemental Indenture, the Third Supplemental Indenture
and the amended and restated Intercreditor Agreement, respectively, whether or
not such Holder delivered a consent or participated in the Consent
Solicitation.

Eligible Holders may still continue to vote in the Consent Solicitation until
the Consent Solicitation expires 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.

As described in the Consent Solicitation Statement, all Holders (whether or
not they have participated in the Consent Solicitation) shall (i) on 23 April
2026, have a portion of their existing Notes redeemed, at par and pro rata
with all other Holders and receive accrued and unpaid interest on their share
of the Existing Notes Redemption Amount and (ii) receive, on 24 April 2026,
(a) the New Notes, (b) accrued and unpaid interest in connection with the
existing Notes then outstanding and (c) a 1.00% fee calculated by reference to
the aggregate principal amount of the existing Notes outstanding as of the
Expiration Time.

Capitalized terms used, but not defined herein have the meanings ascribed to
such terms 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 (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 committed to building a better future
through the responsible oil and gas development of its core producing assets
in Ghana. 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 Statement comes 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. The Company undertakes no obligation
and does not intend to update these forward-looking statements.

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)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  UPDFIFLTSLITIIR



            Copyright 2019 Regulatory News Service, all rights reserved