REG - Tullow Oil PLC - Tender Offer for a portion of 2025 Senior Notes
12/06/2023 08:45
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230612:nRSL3908Ca&default-theme=true
RNS Number : 3908C Tullow Oil PLC 12 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 launches Tender Offer for a portion of its 2025 Senior Notes
Tullow Oil plc announces its offer to purchase for cash its 7.00% senior notes due 2025 bearing ISIN: USG91237AA87 and CUSIP: G91237AA8 (the "Reg S Notes") up to a total Tender Consideration of $75,000,000 at prices to be determined pursuant to an Unmodified Dutch Auction Procedure (as defined below)
June 12, 2023. Tullow Oil plc (referred to as the "Company," "we," or "us"),
hereby announces an invitation to the Eligible Holders (as defined below) of
its outstanding Reg S Notes to tender their Reg S Notes for cash (the "Offer")
for purchase by the Company at prices to be determined pursuant to an
Unmodified Dutch Auction Procedure (as defined below) up to a Tender
Consideration (as defined below) of $75,000,000 (although the Company reserves
the right, in its sole discretion, to increase or decrease the proposed Tender
Consideration), on the terms and subject to the conditions set forth in the
offer to purchase dated June 12, 2023 (the "Offer to Purchase") prepared in
connection with the Offer.
Copies of the Offer to Purchase are available (subject to the "Offer and
Distribution Restrictions"), subject to eligibility and registration, on the
Tender Offer Website: https://projects.morrowsodali.com/tullowoil. Capitalized
terms used in this announcement but not otherwise defined have the meanings
given to them in the Offer to Purchase.
Purpose of the Offer
The Company is undertaking the Offer as part of its plan to optimize and
proactively manage its cash, debt profile and capital structure. The Reg S
Notes purchased by the Company pursuant to the Offer will be retired and
cancelled.
Summary of the Offer
Description of the Reg S Notes ISIN / CUSIP Outstanding Principal Amount Denomination of the Reg S Notes Purchase Consideration Minimum Purchase Price Tender Consideration
7.00% Senior Notes due 2025 represented by the Regulation S Global Notes((1)) USG91237AA87/ G91237AA8 $800,000,000 $200,000 and integral multiples of $1,000 thereof((2)) To be determined pursuant to an Unmodified Dutch Auction Procedure as more 55.50% The aggregate cash consideration, excluding any Accrued Interest, to be paid
fully described herein. by the Company to purchase Reg S Notes validly tendered and accepted for
purchase in the Offer is a total amount of up to $75,000,000 (although the
Company reserves the right, in its sole discretion, to significantly increase
or decrease the proposed Tender Consideration).
(1) The Company will only accept tenders with respect to Reg S Notes.
The Company will not accept tenders with respect to the Notes held on the Rule
144A Global Note bearing ISIN US899415AE32 (the "Rule 144A Notes"). In order
to participate in the Offer, each Holder of the Rule 144A Notes who is not a
U.S. person and is located outside the United States and otherwise complies
with the restrictions in the Offer to Purchase must, prior to the Expiration
Time, exchange such Rule 144A Notes for Reg S Notes held through the Clearing
Systems (being Euroclear and Clearstream only) in accordance with the
procedures specified in the Indenture.
(2) Tenders of Reg S Notes will be accepted only in principal amounts
equal to $200,000 and in integral multiples of $1,000 in excess thereof;
provided that Eligible Holders who tender less than all of their Reg S Notes
or less than all of whose Reg S Notes are accepted for purchase must continue
to hold Reg S Notes in principal amounts equal to minimum denominations of
$200,000 and integral multiples of $1,000 in excess thereof.
Expected Timetable
Please note the following important dates and times relating to the Offer.
Each is indicative only and is subject to change as a result of any extension,
termination, withdrawal or amendment as set out in the "Terms of the
Offer-Expiration Time; Extensions; Amendments; Settlement Date" section of the
Offer to Purchase.
None of the Company, the Information and Tender Agent or the Dealer Managers
warrants that any or all of the events referred to below will take place as
and/or when described including, in particular in the case of any publications
or announcements made through or via any Clearing System or Recognised News
Service nor shall they be liable for any failure of any Clearing System or
Recognised News Service to deliver any notices to participants or Eligible
Holders.
Date Calendar Date and Time Event
Launch Date June 12, 2023 The Company makes an announcement to commence the Offer. The Offer to Purchase
is made available to Eligible Holders (as defined below) via the Tender Offer
Website.
Expiration Time 4:00 p.m., London time, on June 16, 2023, unless extended or earlier Deadline for the receipt of all valid tenders of Reg S Notes by the Tender and
terminated by the Company. Information Agent in the Offer (subject to the right of the Company to extend,
re-open, amend and/or terminate the Offer in its sole discretion).
Announcement of Acceptance and Results As soon as reasonably practicable on the Business Day following the Expiration Announcement by the Company of whether the Company will accept any valid
Time. tenders of Reg S Notes pursuant to the Offer, and if so accepted, the
announcement of (i) the Final Acceptance Amount and (ii) any relevant Scaling
Factor.
Settlement Date The Settlement Date is expected to occur on June 20, 2023, being the Business We will deposit with the Clearing Systems the amount of cash necessary to pay
Day following the announcement of the results of the Offer. the Tender Consideration plus Accrued Interest with respect to any Reg S Notes
accepted for purchase on the Settlement Date. The Clearing Systems will pay to
each Eligible Holder who tendered Reg S Notes by the Expiration Time and whose
Reg S Notes are accepted for purchase the Purchase Consideration plus Accrued
Interest for each such Note.
Purchase Price - Unmodified Dutch Auction Procedure
The amount the Company will pay for Reg S Notes validly tendered and accepted
for purchase pursuant to the Offer will be determined pursuant to an
unmodified Dutch auction procedure (the "Unmodified Dutch Auction Procedure"),
as described in the Offer to Purchase.
The cash consideration that the Company will pay for any Reg S Notes (the
"Purchase Consideration") validly tendered by an Eligible Holder and accepted
for purchase pursuant to the Offer shall be equal to the product of (i) the
aggregate principal amount of the Reg S Notes of such Eligible Holder accepted
for purchase pursuant to the Offer and (ii) the particular purchase price (a
"Purchase Price") specified (or deemed to be specified, as set out below) by
the relevant Eligible Holder in his or her tender instruction (the "Tender
Instruction"), and provided that if the specified Purchase Price on a
Non-Competitive Tender Instruction is lower than the Minimum Purchase Price or
if no Purchase Price is specified, the Company will pay the Minimum Purchase
Price. If the specified Purchase Price on a Competitive Tender Instruction is
lower than the Minimum Purchase Price, the Tender Instruction will be
rejected.
As the Purchase Consideration applicable to each Eligible Holder who validly
submits a Tender Instruction which is accepted by the Company is determined by
reference to a particular Purchase Price specified (or deemed to be specified,
as set out below) by such Eligible Holder in its Tender Instruction, the
Purchase Consideration payable to each such Eligible Holder will not
necessarily be the same even where the same principal amount of Reg S Notes is
accepted for purchase from each such Eligible Holder.
Under the Unmodified Dutch Auction Procedure, the Company will determine, in
its sole discretion, following expiration of the Offer, the aggregate
principal amount of Reg S Notes (if any) it will accept for purchase pursuant
to the Offer (the "Final Acceptance Amount") and a maximum Purchase Price (the
"Maximum Purchase Price"), taking into account the aggregate principal amount
of Reg S Notes tendered in the Offer, the Purchase Prices specified (or deemed
to be specified, as set out below) by tendering Eligible Holders and the
aggregate cash consideration, excluding any Accrued Interest, to be paid by
the Company to purchase the Reg S Notes validly tendered and accepted for
purchase in the Offer.
The minimum Purchase Price for the Reg S Notes accepted for purchase from an
Eligible Holder will be 55.50% (the "Minimum Purchase Price").
Accrued Interest
In addition to the Tender Consideration, Eligible Holders who validly tender
their Reg S Notes and whose Reg S Notes are accepted for purchase in the Offer
will also be paid in cash accrued and unpaid interest from and including the
interest payment date immediately preceding the Settlement Date to, but
excluding, the Settlement Date, rounded to the nearest cent, with $0.005 being
rounded upwards (the "Accrued Interest").
Maximum Acceptance Amount
The Company is offering to purchase its outstanding Reg S Notes up to a total
Tender Consideration (excluding any Accrued Interest) of $75,000,000 (the
"Tender Consideration"), although the Company reserves the right, in its sole
discretion, to significantly increase or decrease the proposed Tender
Consideration.
Priority of Acceptance
The Company intends to accept Reg S Notes validly tendered for purchase
pursuant to the Offer in the following order of priority:
(i) the Company will first accept for purchase an
aggregate principal amount of Reg S Notes validly tendered pursuant to the
Offer by way of Non-Competitive Tender Instructions (as described below) up to
(and including) the Final Acceptance Amount; and
(ii) if the aggregate principal amount of Reg S Notes
validly tendered pursuant to the Offer by way of Non-Competitive Tender
Instructions is less than the Final Acceptance Amount, the Company may then,
in its sole discretion, accept for purchase any Reg S Notes validly tendered
pursuant to the Offer by way of Competitive Tender Instructions (as described
below), such that the aggregate principal amount of Reg S Notes accepted for
purchase pursuant to the Offer is equal to the Final Acceptance Amount.
Scaling
If the Company decides to accept Reg S Notes for purchase pursuant to the
Offer and:
· the aggregate principal amount of Reg S Notes
validly tendered pursuant to Non-Competitive Tender Instructions is greater
than the Final Acceptance Amount, the Company intends to accept such Reg S
Notes for purchase on a pro-rata basis such that the aggregate principal
amount of such Reg S Notes accepted for purchase is no greater than the Final
Acceptance Amount. In such circumstances, the Maximum Purchase Price for all
of the Reg S Notes will be set at the Minimum Purchase Price and the Company
will not accept for purchase any Reg S Notes tendered pursuant to Competitive
Tender Instructions; or
· the aggregate principal amount of Reg S Notes
validly tendered pursuant to Non-Competitive Tender Instructions is less than
the Final Acceptance Amount but the aggregate principal amount of Reg S Notes
validly tendered pursuant to (x) Non-Competitive Tender Instructions and (y)
Competitive Tender Instructions that specify a Purchase Price that is less
than or equal to the Maximum Purchase Price, is greater than the Final
Acceptance Amount, the Company intends to accept for purchase first, (A) all
Reg S Notes tendered pursuant to Non-Competitive Tender Instructions in full;
second, (B) all Reg S Notes tendered pursuant to Competitive Tender
Instructions that specify a Purchase Price below the Maximum Purchase Price in
full; and third, (C) all Reg S Notes tendered at the Maximum Purchase Price on
a pro rata basis such that the aggregate principal amount of such Reg S Notes
accepted for purchase is no greater than the Final Acceptance Amount.
In the event that Reg S Notes validly tendered pursuant to the Offer are to be
accepted on a pro rata basis, each such tender of such Reg S Notes will be
scaled by a factor (a "Scaling Factor") equal to (i) the Final Acceptance
Amount less the aggregate principal amount of such Reg S Notes that have been
validly tendered and accepted for purchase pursuant to the Offer, and are not
subject to acceptance on a pro rata basis (if any), divided by (ii) the
aggregate principal amount of such Reg S Notes that have been validly tendered
and accepted for purchase pursuant to the Offer, and are subject to acceptance
on a pro rata basis (subject to adjustment to allow for the aggregate
principal amount of Reg S Notes accepted for purchase, following the rounding
of tenders of such Reg S Notes described in the next sentence, to equal the
Final Acceptance Amount exactly). Each tender of such Reg S Notes that is
scaled in this manner will be rounded down to the nearest $1,000 in principal
amount.
In addition, in the event of any scaling on a pro rata basis, if 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 may elect to accept or reject such Tender Instructions in
full, without applying a Scaling Factor.
Tender Instructions
In order to participate in, and be eligible to receive the relevant Purchase
Consideration and Accrued Interest pursuant to, the Offer, Eligible Holders
must validly tender their Reg S Notes by delivering, or arranging to have
delivered on their behalf, a valid Tender Instruction that is received by the
Information and Tender Agent by 4:00 p.m., London time, on June 16, 2023 (the
"Expiration Time"). See "Terms of the Offer-Procedures for Tendering" of the
Offer to Purchase.
IMPORTANT NOTICE TO HOLDERS UNDER THE DEPOSITORY TRUST COMPANY ("DTC") - THE
OFFER IS NOT BEING CONDUCTED IN A MANNER ELIGIBLE FOR THE TENDER OFFER
PROCEDURES OF DTC. TO PARTICIPATE IN THE OFFER, ANY ELIGIBLE HOLDER OF REG S
NOTES MUST EITHER HOLD SUCH REG S NOTES THROUGH A DIRECT PARTICIPANT IN
EUROCLEAR OR CLEARSTREAM OR ARRANGE FOR THE TRANSFER OF ITS REG S NOTES SO
THAT THEY ARE HELD THROUGH SUCH A DIRECT PARTICIPANT. U.S. PERSONS (AS DEFINED
IN REGULATION S UNDER THE SECURITIES ACT) AND PERSONS LOCATED IN THE UNITED
STATES ARE NOT PERMITTED TO TENDER REG S NOTES IN THE OFFER.
Holders are advised to check with any bank, securities broker or other
intermediary through which they hold Reg S Notes when such intermediary would
need to receive instructions from a Holder in order for that Holder to be able
to participate in, or (in the limited circumstances in which revocation is
permitted) withdraw their instruction to participate in, the Offer by the
deadlines specified in the Offer to Purchase. The deadlines set by any such
intermediary and by Clearing Systems for the submission of Tender Instructions
may be earlier than the relevant deadlines specified in the Offer to Purchase.
Tender Instructions will be irrevocable except in the limited circumstances
described in section "Terms of the Offer-Withdrawal of Tenders" of the Offer
to Purchase.
A separate Tender Instruction must be completed on behalf of each beneficial
owner.
Any Tender Instruction to tender Reg S Notes must be given in principal
amounts equal to $200,000 and in integral multiples of $1,000 in excess
thereof; provided that Eligible Holders who tender less than all of their Reg
S Notes or less than all of whose Reg S Notes are accepted for purchase must
continue to hold Reg S Notes in principal amounts equal to minimum
denominations of $200,000 and integral multiples of $1,000 in excess thereof.
Tender Instructions may be submitted on a "non-competitive" or a "competitive"
basis as follows:
· a "Non-Competitive Tender Instruction" is a
Tender Instruction which specifies the aggregate principal amount of the Reg S
Notes tendered pursuant to such Tender Instruction (which must be in principal
amounts equal to a minimum of $200,000 and in integral multiples of $1,000 in
excess thereof), and either (i) does not specify a Purchase Price for such Reg
S Notes, or (ii) specifies a Purchase Price less than or equal to the Minimum
Purchase Price. Each Non-Competitive Tender Instruction, whether falling
within (i) or (ii) above, will be deemed to have specified the Minimum
Purchase Price for the tendered Reg S Notes; and
· a "Competitive Tender Instruction" is a Tender
Instruction which specifies (i) the aggregate principal amount of the Reg S
Notes tendered pursuant to such Tender Instruction (which must be in principal
amounts equal to a minimum of $200,000 and in integral multiples of $1,000 in
excess thereof), and (ii) a Purchase Price greater than the Minimum Purchase
Price (which Purchase Price must be specified in increments of 0.125% above
the Minimum Purchase Price). In the event that any Competitive Tender
Instruction specifies a Purchase Price that is not an integral multiple of
0.125% above the Minimum Purchase Price, the Purchase Price so specified shall
be rounded up to the nearest 0.125% integral multiple, and the Competitive
Tender Instruction shall be deemed to have specified such rounded figure as
the Purchase Price. If a Competitive Tender Instruction specifies a Purchase
Price at the Minimum Purchase Price, such Competitive Tender Instruction will
be deemed a Non-Competitive Tender Instruction.
Eligibility to Participate in the Offer
The Offer is being made only to Eligible Offerees who hold Reg S Notes through
the Clearing Systems, being Euroclear and Clearstream (the "Eligible Holders")
and who have represented to the Company pursuant to the deemed representations
described in "Terms of the Offer-Representations, Warranties and Covenants of
Eligible Holders Tendering Reg S Notes" of the Offer to Purchase that they are
eligible to participate in the Offer. "Eligible Offerees" are herein defined
as persons who satisfy all of the following criteria:
· non-U.S. persons located outside the United States or
dealers or other professional fiduciaries in the United States acting on a
discretionary basis only for the benefit or account of non-U.S. persons
located outside the United States, as those terms are defined in Regulation S;
and
· persons into whose possession the Offer to Purchase may
be lawfully delivered in accordance with the laws of the jurisdiction in which
they are located and who are not a Sanctioned Person (as defined in the Offer
to Purchase) or acting on behalf, or for the benefit, of a Sanctioned Person,
and who will not use, directly or indirectly, the Purchase Consideration
received for the purpose of financing or making funds available directly or
indirectly to or for the benefit of a Sanctioned Person.
By giving Tender Instructions, Holders will be deemed to make a series of
representations, warranties and undertakings, which are set out in "Terms of
the Offer-Representations, Warranties and Covenants of Eligible Holders
Tendering Reg S Notes" of the Offer to Purchase. Only Eligible Holders who
have, or on whose behalf their brokers, dealers, custodians, trust companies
or other nominees have, completed the procedures described in the Offer to
Purchase are eligible to participate in the Offer.
Further Information
Questions and requests for assistance in connection with (i) the Offer may be
directed to the Dealer Managers and (ii) the delivery of Tender Instructions
may be directed to the Information and Tender Agent, the contact details for
each of which are set out below.
Beneficial owners of 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
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
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.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither the Offer to Purchase nor this announcement constitute an invitation
to participate in the Offer in any jurisdiction in which, or to any person to
or from whom, it is unlawful to make such invitation or for there to be such
participation under applicable securities laws. The distribution of the Offer
to Purchase may be restricted by law in certain jurisdictions. Persons into
whose possession this document comes, or who access the Tender Offer Website,
are required by the Company, the Dealer Managers and the Information and
Tender Agent to inform themselves about, and to observe, any such
restrictions. None of the Company, the Dealer Managers or the Information and
Tender Agent will incur any liability for its own failure or the failure of
any other person or persons to comply with the provisions of any such
restrictions.
United States
The Offer is not being made, and will not be made, directly or indirectly in
or into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of or of any facilities of a national
securities exchange of, the United States. This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the internet
and other forms of electronic communication. The Reg S Notes may not be
tendered in the Offer by any such use, means, instrumentality or facility from
or within the United States or by persons located or resident in the United
States. Accordingly, copies of the Offer to Purchase and any other documents
or materials relating to the Offer is not being, and must not be, directly or
indirectly mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or trustees) to U.S.
persons (as such term is defined in Regulation S), in or into the United
States or to any persons located or resident in the United States. Any
purported tender of Reg S Notes in the Offer resulting directly or indirectly
from a violation of these restrictions will be invalid and any purported
tender of Reg S Notes made by a U.S. person, a person located in the United
States or any agent, fiduciary or other intermediary acting for a principal
located in the United States will be invalid and will not be accepted. The
Offer is being made and may be accepted by dealers or other professional
fiduciaries in the United States acting on a discretionary basis only for the
benefit or account of non-U.S. persons located outside the United States.
Each Holder of Reg S Notes participating in the Offer will represent that it
is a non-U.S. person (as such term is defined in Regulation S) located outside
the United States or a dealer or other professional fiduciary in the United
States acting on a discretionary basis only for the benefit or account of
non-U.S. persons located outside the United States. For the purposes of this
and the above paragraph, "United States" means 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 and the District of Columbia.
Belgium
The Offer, the Offer to Purchase or any other documents or materials relating
to the Offer have not been submitted to and will not be submitted for approval
or recognition to the Belgian Financial Services and Markets Authority
(Autoriteit voor financiële diensten en markten / Autorité des services
marchés financiers) and, accordingly, the Offer may not be made in Belgium by
way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of
April 1, 2007 on public takeover bids as amended or replaced from time to
time. Accordingly, the Offer may not be advertised and the Offer will not be
extended, and neither the Offer to Purchase nor any other documents or
materials relating to the Offer (including any memorandum, information
circular, brochure or any similar documents) has been or shall be distributed
or made available, directly or indirectly, to any person in Belgium other than
"qualified investors" in the sense of Article 10 of the Belgian Law of June
16, 2006 on the public offer of placement instruments and the admission to
trading of placement instruments on regulated markets, acting on their own
account. Insofar as Belgium is concerned, the Offer to Purchase has been
issued only for the personal use of the above qualified investors and
exclusively for the purpose of the Offer. Accordingly, the information
contained in the Offer to Purchase may not be used for any other purpose or
disclosed to any other person in Belgium.
France
The Offer is not being made directly or indirectly to the public in France.
Neither the Offer to Purchase, nor any other offering material or information
relating to the Offer, has been or will be submitted for clearance to or
approved by the Autorité des Marchés Financiers and they may not be
released, issued, or distributed or caused to be released, issued, or
distributed, directly or indirectly, to the public in France, except to (i)
providers of investment services relating to portfolio management for the
account of third parties (personnes fournissant le service d'investissement de
gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés), other than individuals, in each case acting on
their own account, all as defined in, and in accordance with, Articles L.
411-1, L. 411-2, D. 411-1 to D. 411-3, D. 744-1, D. 754-1 and D. 764-1 of the
French Code Monétaire et Financier. Please note that the addressee shall not
resell or otherwise retransfer, directly or indirectly, the Reg S Notes to the
public in the France other than in compliance with Articles L. 411-1, L.
411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the French Code Monétaire et
Financier.
Grand Duchy of Luxembourg
Neither the Offer to Purchase nor any other documents or materials relating to
the Offer have been approved by and will not be submitted for approval to the
Luxembourg Financial Services Authority (Commission de Surveillance du Secteur
Financier) for purposes of public offering in the Grand Duchy of Luxembourg.
Accordingly, the Offer may not be made to the public in Luxembourg, directly
or indirectly, and neither the Offer to Purchase, nor any other offering
circular, prospectus, form of application, advertisement or other material
relating to the Offer may be distributed, or otherwise made available in,
from, or published in, Luxembourg except in circumstances which do not
constitute a public offer of securities to the public, subject to prospectus
requirements, in accordance with the Luxembourg Act of July 10, 2005 on
prospectuses for securities, as amended, and implementing the Prospectus
Directive, as amended. Consequently, the Offer to Purchase and any other
offering circular, prospectus, form of application, advertisement or other
material may only be distributed to (i) Luxembourg qualified investors as
defined in the Luxembourg Act of July 10, 2005 on prospectuses for securities,
as amended, and (ii) no more than 149 prospective investors, which are not
qualified investors.
Italy
None of the Offer, the Offer to Purchase or any other documents or materials
relating to the Offer has been submitted to the clearance procedures of the
Commissione Nazionale per le Societa e la Borsa ("CONSOB") pursuant to Italian
laws and regulations. The Offer is being carried out in Italy as an exempted
offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree
No. 58 of February 24, 1998, as amended (the "Financial Services Act") and
article 35-bis, paragraph 4, letter b) of CONSOB Regulation No. 11971 of May
14, 1999, as amended. Holders who are located in Italy may tender Reg S Notes
for purchase in the Offer through authorized persons (such as investment
firms, banks or financial intermediaries permitted to conduct such activities
in Italy in accordance with the Financial Services Act, CONSOB Regulation No.
16190 of October 29, 2007, as amended from time to time, and Legislative
Decree No. 385 of September 1, 1993, as amended) and in compliance with
applicable laws and regulations or with requirements imposed by CONSOB or any
other Italian authority.
United Kingdom
The Offer, the Offer to Purchase or any other documents or materials relating
to the Offer are not being submitted to and such documents and/or materials
have not been approved by an authorized person for the purposes of section 21
of the Financial Services and Markets Act 2000. Accordingly, such documents
and/or materials are not being distributed to, and must not be passed on to,
the general public in the United Kingdom, and are only for circulation to
persons outside the United Kingdom or to persons within the United Kingdom
falling within the definition of "investment professionals" (as defined in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Financial Promotion Order")) or within Article 43
of the Financial Promotion Order, or to other persons to whom it may lawfully
be communicated in accordance with the Financial Promotion Order.
General
The Offer to Purchase and any related documents do not constitute an offer to
buy or the solicitation of an offer to sell the Reg S Notes (and such tenders
of Reg S Notes in the Offer will not be accepted from Holders) in any
circumstances in which such offer or solicitation is unlawful. In those
jurisdictions where the securities, blue sky or other laws require the Offer
to be made by a licensed broker or dealer or similar and the Dealer Managers
or any of their respective affiliates is such a licensed broker or dealer or
similar in any such jurisdiction, such Offer shall be deemed to be made by the
Dealer Managers or such affiliate, as the case may be, on behalf of the
Company in such jurisdiction.
The Offer to Purchase has not been filed with or reviewed by any foreign, U.S.
federal or state securities commission or regulatory authority, nor has any
such commission or authority passed upon the accuracy or adequacy of the Offer
to Purchase. Any representation to the contrary is unlawful and may be a
criminal offense.
Each Holder participating in the Offer will also be deemed to give certain
representations in respect of the jurisdictions referred to above and
generally as set out in "Terms of the Offer-Representations, Warranties and
Covenants of Eligible Holders Tendering Reg S Notes" of the Offer to Purchase.
Any tender of the Reg S Notes for purchase pursuant to the Offer from a Holder
that is unable to make these representations may be rejected. Each of the
Company, the Dealer Managers and the Information and Tender Agent reserves the
right, in its absolute discretion (and without prejudice to the relevant
Holder's responsibility for the representations made by it), to investigate,
in relation to any tender of Reg S Notes for purchase pursuant to the Offer,
whether any such representation given by a Holder is correct and, if such
investigation is undertaken and as a result the Company determines (for any
reason) that such representation is not correct, such tender may be rejected.
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 TENUUOBROBUNARRRecent news on Tullow Oil
See all newsREG - Tullow Oil PLC - Director/PDMR Shareholding
AnnouncementREG - Tullow Oil PLC - Total Voting Rights
AnnouncementREG - Tullow Oil PLC - Director/PDMR Shareholding
AnnouncementREG - Tullow Oil PLC - Director/PDMR Shareholding
AnnouncementREG - Tullow Oil PLC - Total Voting Rights
Announcement