REG - Tullow Oil PLC - Result of Tender Offer for 2025 Notes

Tullow OilAnnouncement

19/06/2023 11:30

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RNS Number : 1754D  Tullow Oil PLC  19 June 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, OR AT ANY ADDRESS IN, THE UNITED STATES OF AMERICA,
ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN
ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS),
ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE
"UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")), OR
IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS ANNOUNCEMENT.

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

 

 

Result of Tender Offer for 2025 Notes

 

 

June 19, 2023 - Tullow Oil plc (the "Company" or "Tullow") announces the
results of its offer to purchase a portion of its outstanding $800,000,000
7.00% Senior Notes due 2025 bearing ISIN: USG91237AA8 and CUSIP: G91237AA8
(the "Reg S Notes") for cash (the "Offer"), which was announced on June 12,
2023, on the terms and subject to the conditions set out in the tender offer
memorandum dated June 12, 2023 (the "Offer to Purchase") prepared in
accordance with the Offer. Capitalized terms used and not otherwise defined in
this announcement have the meanings ascribed to them in the Offer to Purchase.

Tullow has increased the aggregate Tender Consideration to $99,999,182.50.

The Final Acceptance Amount, representing the final aggregate principal amount
of Reg S Notes accepted for Purchase by the Company pursuant to the Offer, is
$166,537,000.

Tullow will use approximately $100.0 million of cash on balance sheet to fund
the purchase of $166.5 million in aggregate principal amount of Reg S Notes.
This transaction delivers a value accretion of $86.3 million from a
combination of $66.5 million net debt reduction and coupon savings to maturity
of $19.8 million.

Tullow elects to set the Maximum Purchase Price, as determined pursuant to the
Unmodified Dutch Auction Procedure, at 65.00%, achieving a weighted average
purchase price of 60.05%. The weighted average price of tender offers not
accepted for purchase is 74.64%.

Richard Miller, Chief Financial Officer, commented today:

"This transaction, which demonstrates our confidence in the business, is an
important step in addressing our debt maturities. We have reduced gross debt
by $266 million this year through this transaction and the annual amortisation
of the 2026 Notes, and we have accelerated our deleveraging trajectory. We
continue to progress a range of options to address the remainder of the 2025
Notes, and with the start-up of the Jubilee South East development around
mid-year we will generate material free cash flow in the second half of the
year and beyond."

 

 

Full details of the results of the Offer are as follows:

 Description of the Reg S Notes                                            CUSIP / ISIN              Final Acceptance Amount
 7.00% Senior Notes due 2025 represented by the Regulation S Global Notes  G91237AA8 / USG91237AA87  $166,537,000

As the aggregate principal amount of the Reg S Notes validly tendered up to
and including the Maximum Purchase Price is above the Final Acceptance Amount,
the Company has accepted for purchase Reg S Notes tendered at the Maximum
Purchase Price subject to a Scaling Factor of 86.999%. In the event of any
scaling on a pro rata basis where such scaling would result in either (i) the
Company accepting Reg S Notes from the relevant Eligible Holder in an
aggregate principal amount of less than $200,000 or (ii) the principal amount
of Reg S Notes not purchased and returned back to the relevant Eligible Holder
being an aggregate principal amount of less than $200,000 the Company has
elected to accept such Tender Instructions in full, without applying a Scaling
Factor.

The Settlement Date for the Offer is expected to be June 20, 2023. Notes
accepted for purchase by the Company pursuant to the Offer will be retired and
cancelled.

Investor Contact Information

For further details, please read the Offer to Purchase, which is available,
subject to eligibility and registration, on the Tender Offer Website:
https://projects.morrowsodali.com/tullowoil
(https://projects.morrowsodali.com/tullowoil) . Questions about the terms of
the Offer should be directed to the Dealer Manager.

Beneficial owners of the Notes may also contact their brokers, dealers,
commercial banks, trust companies or other nominee for assistance concerning
the Offer.

 

DEALER MANAGER

 

 ING BANK N.V., LONDON BRANCH
 8-10 Moorgate

 London EC2R 6DA

 United Kingdom

 Attention: Liability Management Group

 Telephone: +44 20 7767 6784

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

 STANDARD CHARTERED BANK
 1 Basinghall Avenue

 London EC2V 5DD

 United Kingdom

 Attention: Liability Management

 Telephone: +44 20 7885 5739 / +65 655 78286 / +852 398 38658

 Email: liability_management@sc.com (mailto:liability_management@sc.com)

 

INFORMATION AND TENDER AGENT

 

 MORROW SODALI LIMITED
 In Hong Kong:               In London:

 The Hive                    103 Wigmore Street

 33-35 Hillier Street        London W1U 1QS

 Sheung Wan                  United Kingdom

 Hong Kong

 Telephone: +852 2319 4130   Telephone: +44 20 4513 6933

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

 Tender Offer Website: https://projects.morrowsodali.com/tullowoil
 (https://projects.morrowsodali.com/tullowoil)

 

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 must be read in conjunction with the Offer to Purchase
distributed separately. This announcement and the Offer to Purchase contain
important information which should be read carefully before any decision is
made with respect to the Offer. The contents of this announcement and the
Offer to Purchase are not to be construed as legal, business or tax advice.
Each Holder is recommended to seek its own financial and legal advice,
including in respect of any tax consequences, immediately from its
stockbroker, bank manager, solicitor, accountant or other independent
financial, tax or legal adviser. Any individual or company whose Notes are
held on its behalf by a broker, dealer, bank, custodian, trust company or
other nominee must contact such entity if it wishes to tender its Reg S Notes
in connection with the Offer. None of the Company, the Dealer Managers, the
Information and Tender Agent and any of their respective affiliates or agents
makes any recommendation in this announcement or otherwise as to whether
Eligible Holders should tender Reg S Notes pursuant to the Offer and, if given
or made, any such recommendation may not be relied upon as authorized by the
Company, the Dealer Managers, the Information and Tender Agent or any of their
respective affiliates or agents.

 

 

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