REG - Tullow Oil PLC - Result of the Offer for 2026 Notes

Tullow OilAnnouncement

30/11/2023 10:00

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RNS Number : 2186V  Tullow Oil PLC  30 November 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 the Offer for 2026 Notes

 

November 30, 2023 - Tullow Oil plc (the "Company" or "Tullow") announces the
results of its offer to purchase a portion of its outstanding 10.25% Senior
Secured Notes due 2026 bearing ISIN: USG91237AB60 and CUSIP: G91237AB6 (the
"Reg S Notes") for cash (the "Offer"), which was announced on November 15,
2023, on the terms and subject to the conditions set out in the Offer to
Purchase dated November 15, 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 $102,515,736.25.

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
$114,755,000.

Tullow will use approximately $102.5 million of cash on balance sheet to fund
the purchase of $114,755,000 in aggregate principal amount of Reg S Notes,
excluding Accrued Interest. This transaction delivers a value accretion of
$41.1 million from a combination of $12.2 million net debt reduction and
coupon savings to maturity of $28.9 million.

Tullow elects to set the Maximum Purchase Price, as determined pursuant to the
Unmodified Dutch Auction Procedure, at 90.500%, achieving a weighted average
purchase price of 89.334%.

Richard Miller, Chief Financial Officer, commented today:

"Deploying cash from our balance sheet to buy back the 2026 Notes demonstrates
our confidence in the business and our ongoing cash flow generation. Through
this transaction we are reducing gross debt by $114.8 million and we will be
saving $28.9 million on coupon payments. Together with the $100 million annual
repayment of 2026 Notes in May and the purchase of $166.5 million of 2025
Notes in June this brings our total debt reduction this year to $381.3 million
and marks the next step in our objective to be a low-debt business by 2025."

 

 

 

 

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

 Description of the Reg S Notes                                               CUSIP / ISIN              Final Acceptance Amount
 10.25% Senior Secured Notes due 2026 represented by the Regulation S Global  G91237AB6 / USG91237AB60  $114,755,000.00
 Notes

As the aggregate principal amount of the Reg S Notes validly tendered up to
and including the Maximum Purchase Price is equal to the Final Acceptance
Amount, the Company has accepted for purchase Reg S Notes tendered at the
Maximum Purchase Price without proration.

The Settlement Date for the Offer will be December 1, 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/tullowoilSSN
(https://projects.morrowsodali.com/tullowoilSSN) . Questions about the terms
of the Offer should be directed to the Lead Dealer Managers.

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

 

 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

 Attention: Liability Management Group                                                                                                  Attention: Liability Management

 Telephone: +44 20 7767 6784                                                                                                            Telephone: +44 20 7885 5739 / +65 655 78286 / +852 398 38658

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

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

 CO-DEALER MANAGERS

 Absa Bank Limited (acting through its Corporate and Investment Banking  DNB Markets, Inc.    J.P. Morgan Securities plc                                           Nedbank Limited (acting through its Nedbank Corporate and Investment Banking  The Standard Bank of South Africa Limited
 Division)                                                                                                                                                         Division)

 INFORMATION AND TENDER AGENT

 MORROW SODALI LIMITED
 In Hong Kong:                                                                                                     In London:

 29/F. No 28 Stanley Street                                                                                        103 Wigmore Street

 Central Hong Kong                                                                                                 London W1U 1QS

                                                                                                                   United Kingdom

 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/tullowoilSSN
 (https://projects.morrowsodali.com/tullowoilSSN)

 

 

 

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. None of the Company, the Lead Dealer
Managers, the Co-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 Lead Dealer Managers, the
Co-Dealer Managers, the Information and Tender Agent or any of their
respective affiliates or agents.

 

 

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