REG - Tullow Oil PLC - Statement re: Capricorn merger

Tullow OilAnnouncement

29/09/2022 17:45

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RNS Number : 2399B  Tullow Oil PLC  29 September 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

FOR IMMEDIATE RELEASE.

 

29 September 2022

 

Tullow Oil plc

 

Statement regarding proposed all-share combination with Capricorn Energy plc -
no intention to increase offer or switch from scheme to offer

 

The Board of Tullow Oil plc ("Tullow") notes the announcement released today
by Capricorn Energy plc ("Capricorn") in connection with Capricorn's proposed
combination with NewMed Energy Limited Partnership. Following the withdrawal
of the intention of the Capricorn directors to recommend the proposed
combination with Tullow, the Board of Tullow:

 

·      has determined not to increase the value of Tullow's offer for
Capricorn or to elect to implement its offer by way of a contractual offer;

 

·      is entitled to serve notice to terminate the Co-operation
Agreement between Tullow and Capricorn, which it intends to do;

 

·      accepts that without the recommendation and cooperation of
Capricorn the scheme of arrangement cannot practically be implemented and
become effective.

 

The Board of Tullow continues to believe the terms of the Combination with
Capricorn would create value for Tullow shareholders. However, the successful
delivery of the business plan, strong operating and financial performance and
a high quality, opportunity-rich portfolio reinforces the Board's confidence
in Tullow's future. On 14 September 2022, Tullow issued Half Year results in
which the Group clearly demonstrated that it is already delivering on its
plan:

 

·      Tullow's standalone business plan for 2022-25 is expected to
deliver c.$1bn of free cash flow at $75 per barrel and nearly $2bn over the
same period at $100 per barrel;

 

·      The company continues to progress a number of levers for value
creation including plans for Jubilee South East and North East, TEN
Enhancement, Ghana Gas and Kenya;

 

·      Improved operations continue to deliver production growth which
is underpinned by 2P reserves of 242 mmboe and 2C resources of 668 mmboe;

 

·      Forecast free cash flow for 2022 of c.$200 million is expected to
deliver gearing of less than 1.5x at YE 2022;

 

·      Material upside from contingent payments linked to previous
divestments in Uganda, Equatorial Guinea and Gabon.

 

Rahul Dhir, CEO of Tullow Oil plc, commented today:

"As demonstrated by our recent results, Tullow's business is performing well
following a comprehensive operational and financial turnaround over the past
two years. While the merger with Capricorn would be value-enhancing, we have
transformed our cost base, sold non-core assets, refinanced our debt and
improved our capital efficiency. Tullow has a unique asset base and a scalable
operating platform that will deliver material value for our investors in the
coming years. I look forward to discussing our plans at a Capital Markets Day
that we will host before the end of the year."

 

The person responsible for making this announcement on behalf of Tullow is
Adam Holland, Company Secretary.

 

Enquiries:

 

Tullow

+44 (0)20 3249 9000

 

Investors

Robert Hellwig

Matthew Evans

 

Media

George
Cazenove

 

PJT Partners (Lead Financial
Adviser)

+44 (0)20 3650 1100

 

Ben
Monaghan

Basil
Geoghegan

Jonathan Hall

 

Barclays (Financial Adviser, Corporate Broker and Sole Sponsor)

+44 (0)20 7623 2323

 

Grant Porter

Robert Mayhew

Tom
Macdonald

 

Camarco (PR advisers)

+44 (0)20 3781 9244

 

Billy Clegg

Rebecca Waterworth

 

Important Notices relating to the Financial Advisers

 

PJT Partners, which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for Tullow and no-one
else in connection with the matters referred to in this announcement and will
not be responsible to anyone other than Tullow for providing the protections
afforded to clients of PJT Partners nor for providing advice in relation to
the matters referred to in this announcement. Neither PJT Partners nor any of
its subsidiaries, branches or affiliates owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of PJT
Partners in connection with this announcement, any statement contained herein
or otherwise.

 

Barclays, which is authorised by the Prudential Regulation Authority and
regulated in the United Kingdom by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting exclusively for Tullow and no one
else in connection with the matters referred to in this announcement and will
not be responsible to anyone other than Tullow for providing advice in
relation to the matters referred to in this announcement.

 

In accordance with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act
as exempt principal trader in Tullow securities on the London Stock Exchange.
These purchases and activities by exempt principal traders which are required
to be made public in the United Kingdom pursuant to the Code will be reported
to a Regulatory Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com. This information will also be
publicly disclosed in the United States to the extent that such information is
made public in the United Kingdom.

 

Disclosure requirements

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

 

Publication of this announcement

 

A copy of this announcement will be available subject to certain restrictions
on Tullow's website at https://www.tullowoil.com (https://www.tullowoil.com) .

 

The contents of Tullow's website is not incorporated into and do not form part
of this announcement.

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