REG - Tullow Oil PLC - Refinancing Transaction Update

Tullow OilAnnouncement

Today 13:45

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260422:nRSV5280Ba&default-theme=true

RNS Number : 5280B  Tullow Oil PLC  22 April 2026

Tullow Oil plc

Refinancing Transaction Update: Expiration and Results
of 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")

22 April 2026 - Further to recent announcements regarding the proposed
refinancing transaction (the "Refinancing Transaction"), Tullow Oil plc
("Tullow" or the "Company") announces the expiration and results of the
previously announced consent solicitation (the "Consent Solicitation") from
Eligible Holders of the existing Notes, 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"), 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").

The Consent Solicitation expired at 11:59 P.M. New York City time on 21 April
2026 (the "Expiration Time"). As at the Expiration Time, the Company has
received valid and unrevoked consents representing more than 99% of the
outstanding principal amount of the existing Notes. The Settlement Date is
expected to occur on 24 April 2026.

Eligible Holders may not revoke validly delivered consents as the Revocation
Deadline has passed.

On 10 April 2026, Tullow, the trustee and the other parties to the Indenture
executed (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"). The Second Supplemental
Indenture became operative on the date thereof, but the other Amendments will
only become operative on the Settlement Date upon the satisfaction of certain
conditions set forth in the Consent Solicitation Statement.

As described in the Consent Solicitation Statement and subject to the
satisfaction of certain conditions set forth therein, 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.

 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  UPDLLLFLQZLLBBK



            Copyright 2019 Regulatory News Service, all rights reserved