TIDMTLW
RNS Number : 5267T
Tullow Oil PLC
15 November 2023
NOT FOR DISTRIBUTION IN ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
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
NOTICE OF TER OFFER
Invitation by Tullow Oil plc (the "Company") to the holders of
its 7.00% Senior Notes due 2025 (the "Notes").
November 15, 2023. The Company hereby announces the commencement
of its invitation to holders of the Notes (the "Holders") to submit
tenders to the Company to purchase their Notes for cash on the
terms and subject to the conditions contained in the Offer to
Purchase dated November 15, 2023 (the "Tender Offer") (the "Offer
to Purchase"). Capitalized terms used in this announcement have the
meanings ascribed to them in the Offer to Purchase, unless the
context requires otherwise. The Offer to Purchase is available,
subject to eligibility confirmation and registration, on the Tender
Offer Website: https://projects.morrowsodali.com/tullowoilSUN .
OVERVIEW OF THE TER OFFER
The Notes 7.00% Senior Notes due 2025
(Regulation S Notes - ISIN: USG91237AA87, CUSIP: G91237AA8)
(Rule 144A Notes - ISIN: US899415AE32, CUSIP: 899415AE3)
Aggregate Tender Consideration It is the current intention of the Company that the aggregate cash consideration,
excluding
any accrued and unpaid interest, to be paid by the Company to purchase Notes
validly tendered
and accepted for purchase in the Tender Offer is an amount of up to
U.S.$300,000,000 (the
"Aggregate Tender Consideration").(1)
Early Tender Offer Consideration The clearing price per U.S.$1,000 principal amount of Notes (which shall include
the Early
Tender Offer Premium), which will be determined pursuant to a modified Dutch
auction process
such that the Aggregate Tender Consideration is not exceeded (the "Clearing Price"
or "Early
Tender Offer Consideration", as applicable).
Late Tender Offer Consideration The amount per U.S.$1,000 principal amount of Notes validly tendered after the
Early Tender
Deadline but at or before the Expiration Deadline, which shall equal the Early
Tender Offer
Consideration minus the Early Tender Offer Premium (the "Late Tender Offer
Consideration").
Modified Dutch Auction Bid Range Between U.S.$900.00 (the "Minimum Purchase Price") and U.S.$920.00 (the "Maximum
Purchase
Price"), inclusive of the Early Tender Offer Premium (the "Modified Dutch Auction
Bid Range")(1)(2)
Early Tender Offer Premium U.S.$50.00 per U.S.$1,000 principal amount of Notes, payable only in respect of
Notes validly
tendered at or prior to the Early Tender Deadline and accepted for purchase by the
Company.
Early Tender Deadline 5:00 p.m. (New York City time) on November 29, 2023 (unless extended as provided in
the Offer
to Purchase)
Expiration Deadline 5:00 p.m. (New York City time) on December 14, 2023 (unless the Tender Offer is
extended,
re-opened, amended and/or terminated as provided in the Offer to Purchase)
Outstanding Principal Amount U.S.$633,463,0000 (as of the date of the Offer to Purchase)
______________________
(1) Subject to applicable securities laws and the terms set
forth in the Offer to Purchase, the Company reserves the right, in
its sole discretion, to significantly increase or decrease the
proposed Aggregate Tender Consideration. All Tender Instructions
will be irrevocable except under limited circumstances described
under "Expiration, Extension and Amendment-Revocation Rights" and,
subject to applicable securities laws, for the avoidance of doubt,
the Company will not grant revocation rights in the event that it
increases or decreases the Aggregate Tender Consideration.
(2) Per U.S.$1,000 principal amount of Notes accepted for
purchase. The Company will also pay accrued and unpaid interest to,
but not including, the applicable Payment Date (as defined
below).
(3) Holders who tender Notes at or prior to the Early Tender
Deadline may specify a purchase price, which must be within the
Modified Dutch Auction Bid Range, in increments of U.S.$1.25 per
U.S.$1,000 principal amount of Notes.
The Company is undertaking the Tender Offer as part of its plan
to optimize and proactively manage its debt profile and capital
structure. The Company intends to fund the Aggregate Tender
Consideration with drawings under its $400 million five-year notes
facility agreement with Glencore Energy UK Limited which was
entered into on November 11, 2023. The Company intends to fund all
Accrued Interest Payments on Notes accepted for purchase pursuant
to the Tender Offer with cash on hand.
ING Bank N.V., London Branch and Standard Chartered Bank are
acting as lead dealer managers (the "Lead Dealer Managers") and
Absa Bank Limited (acting through its Corporate and Investment
Banking Division), DNB Markets, Inc., J.P. Morgan Securities LLC,
Nedbank Limited (acting through its Nedbank Corporate and
Investment Banking Division) and The Standard Bank of South Africa
Limited are acting as co-dealer managers (the "Co-Dealer Managers"
and, together with the Lead Dealer Managers, the "Dealer Managers")
for the Tender Offer. Morrow Sodali Limited is acting as the
information and tender agent (the "Information and Tender Agent")
for the Tender Offer.
The Company will, on the applicable Payment Date, pay for Notes
validly tendered at or before the Early Tender Deadline pursuant to
the Tender Offer and accepted by it for purchase, a cash amount
(rounded to the nearest U.S.$0.01), expressed per U.S.$1,000
principal amount of the Notes (the "Clearing Price" or "Early
Tender Offer Consideration", as applicable), as determined pursuant
to the modified Dutch auction procedure described in the Offer to
Purchase (the "Modified Dutch Auction Procedure"), which purchase
price includes the Early Tender Offer Premium of U.S.$50.00 per
U.S.$1,000 principal amount of the Notes. The Company will, on the
Final Payment Date, pay for Notes validly tendered after the Early
Tender Deadline but at or before the Expiration Deadline pursuant
to the Tender Offer and accepted by it for purchase, a cash amount
(rounded to the nearest U.S.$0.01), expressed per U.S.$1,000
principal amount of the Notes (the "Late Tender Offer
Consideration"), which is the Early Tender Offer Consideration
(which will be equal to the Clearing Price) minus the Early Tender
Offer Premium.
Only Notes validly tendered at or before the Early Tender
Deadline and accepted for purchase will be eligible to receive the
Early Tender Offer Consideration, which includes the Early Tender
Offer Premium. Notes validly tendered after the Early Tender
Deadline but at or before the Expiration Deadline and accepted for
purchase will be eligible to receive only the Late Tender Offer
Consideration, which is equal to the Early Tender Offer
Consideration minus the Early Tender Offer Premium. Each of the
Early Tender Offer Consideration and the Late Tender Offer
Consideration is referred to herein as the applicable or relevant
"Consideration," as the case may be.
The Company reserves the right, in its sole discretion and for
any reason, subject to applicable securities laws and the terms set
forth in the Offer to Purchase, to change the Aggregate Tender
Consideration or to accept less or more than the Aggregate Tender
Consideration of Notes tendered for purchase pursuant to the Tender
Offer. The Company will determine, in its sole discretion, the
aggregate principal amount of the Notes validly tendered pursuant
to the Tender Offer that it will accept for purchase. If, at the
Early Tender Deadline, the aggregate cash consideration payable,
excluding any accrued and unpaid interest, validly tendered
accepted for purchase is equal to the Aggregate Tender
Consideration, the Company reserves the right, at its option, not
to accept any additional Notes tendered by Holders after the Early
Tender Deadline.
In addition to the applicable Consideration, Holders whose Notes
have been accepted for purchase pursuant to the Tender Offer will
also be paid accrued and unpaid interest in respect of any Notes
purchased in the Tender Offer from, and including, the last
interest payment date to, but excluding, the Early Payment Date (if
any) or the Final Payment Date (each, as defined below), as the
case may be (such amount, rounded to the nearest U.S.$0.01 with
U.S.$0.005 rounded upwards an "Accrued Interest Payment").
Subject to the terms and conditions of the Tender Offer, the
Company reserves the right, in its sole discretion, promptly
following the Early Tender Deadline (the "Early Acceptance Date"),
to accept for purchase the Notes validly tendered at or before the
Early Tender Deadline, up to the Aggregate Tender Consideration. If
the Company elects to exercise this option, it will pay the Early
Tender Offer Consideration for the Notes accepted for purchase at
the Early Acceptance Date on a date (the "Early Payment Date")
promptly following the Early Acceptance Date. Such Early Payment
Date, if any, is expected to be December 4, 2023, two Business Days
after the Early Acceptance Date, but is subject to change without
notice. Also, on the Early Payment Date, if any, the Company will
pay the relevant Accrued Interest Payment to, but excluding, the
Early Payment Date, on Notes accepted for purchase at the Early
Acceptance Date. If the Company does not elect to have an Early
Payment Date, payment for such Notes will be made on the Final
Payment Date.
Subject to the terms and conditions of the Tender Offer, and to
the Company's right, in its sole discretion (subject to applicable
law), to extend, amend, terminate or withdraw the Tender Offer, the
Company reserves the right, after the Expiration Deadline (the
"Final Acceptance Date"), to accept for purchase the Notes validly
tendered and not previously accepted (if any) at or before the
Expiration Deadline, up to (together with any Notes previously
accepted) the Aggregate Tender Consideration. The Company will pay
the Late Tender Offer Consideration for Notes validly tendered
after the Early Tender Deadline and at or before the Expiration
Deadline and accepted for purchase at the Final Acceptance Date on
a date (the "Final Payment Date") promptly following the Expiration
Deadline. Such Final Payment Date, if any, is expected to be
December 20, 2023, three Business Days after the Final Acceptance
Date, but is subject to change without notice. Also, on the Final
Payment Date, the Company will pay the relevant Accrued Interest
Payment to, but excluding, the Final Payment Date on Notes validly
tendered and accepted for purchase at the Final Acceptance Date.
Each of the Early Payment Date (if any) and the Final Payment Date
is referred to herein as the relevant or applicable "Payment Date,"
as the case may be.
The acceptance for purchase of Notes tendered in the Tender
Offer is subject to the satisfaction or (in the Company's sole
discretion) waiver of certain conditions, further described in the
Offer to Purchase.
The Company reserves the right, in its sole discretion but
subject to applicable law, to (1) extend, terminate or withdraw the
Tender Offer at any time and (2) otherwise amend the Tender Offer
in any respect. The foregoing rights are in addition to the right
to delay acceptance for purchase of Notes tendered pursuant to the
Tender Offer or the payment for Notes accepted for purchase
pursuant to the Tender Offer in order to comply with any applicable
law, subject to Rule 14e-1 under the U.S. Securities Exchange Act
of 1934 (the "Exchange Act"), which requires that the Company pay
the consideration offered or return the deposited Notes promptly
after the termination or withdrawal of the Tender Offer.
MODIFIED DUTCH AUCTION PROCEDURE
To be eligible to receive the applicable Consideration pursuant
to the Tender Offer, Holders must validly tender their Notes for
purchase by delivering, or arranging to have delivered on their
behalf, a valid Tender Instruction that is received by the
Information and Tender Agent on or before the Expiration
Deadline.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold 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) revoke
their instruction to participate in, the Tender Offer by the
deadlines specified in the Offer to Purchase. The deadlines set by
any such intermediary and each Clearing System for the submission
and withdrawal of Tender Instructions will be earlier than the
deadlines specified in the Offer to Purchase.
Except in limited circumstances that are further described in
the Offer to Purchase, Tender Instructions will be irrevocable once
delivered in accordance with the terms of the Tender Offer.
At or before the Early Tender Deadline, Tender Instructions
relating to the Notes may be submitted on a "non-competitive" or a
"competitive" basis as follows:
-- a "Non-Competitive Tender Instruction" is a Tender
Instruction that specifies the aggregate principal amount of the
Notes tendered pursuant to such Tender Instruction (which must be
in principal amounts equal to a minimum of U.S.$200,000 and in
integral multiples of U.S.$1,000 in excess thereof) that either (i)
does not specify a purchase price for the Notes, or (ii) specifies
a purchase price per U.S.$1,000 principal amount 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 Notes; and
-- a "Competitive Tender Instruction" is a Tender Instruction
that specifies the aggregate principal amount of the Notes tendered
pursuant to such Tender Instruction (which must be in principal
amounts equal to a minimum of U.S.$200,000 and in integral
multiples of U.S.$1,000 in excess thereof) and a purchase price (i)
greater than the Minimum Purchase Price and (ii) less than or equal
to the Maximum Purchase Price for the Notes. Purchase prices may
only be specified in increments of U.S.$1.25 per U.S.$1,000
principal amount above the Minimum Purchase Price in such
Competitive Tender Instructions. If a Competitive Tender
Instruction specifies a purchase price that is not an increment of
U.S.$1.25 per U.S.$1,000 principal amount, the purchase price so
specified shall be rounded down to the nearest such increment of
U.S.$1.25 per U.S.$1,000 principal amount above the Minimum
Purchase Price, and such 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 less
than U.S.$1.25 per U.S.$1,000 principal amount above the Minimum
Purchase Price, the purchase price shall be rounded down to the
Minimum Purchase Price and will be deemed to be a Non-Competitive
Tender Instruction.
Competitive Tender Instructions that specify a purchase price
greater than the Maximum Purchase Price or below the Minimum
Purchase Price will not be accepted and will not be used for
purposes of calculating the Clearing Price. The final determination
of the Clearing Price will be made at the Company's sole discretion
promptly following the Early Tender Deadline, on the Early
Acceptance Date.
After the Early Tender Deadline and at or prior to the
Expiration Deadline, only Non-Competitive Tender Instructions will
be accepted and any purchase price specified with respect to the
Notes you validly tender shall be disregarded and not used for the
purposes of calculating the Clearing Price, and you shall be deemed
to have tendered with a purchase price equal to the Clearing Price
and shall be eligible to receive only the Late Tender Offer
Consideration (and will not be eligible to receive the Early Tender
Premium).
Each Tender Instruction should specify the aggregate principal
amount of the Notes which is the subject of such Tender
Instruction.
Tender Instructions must be submitted in minimum denominations
of U.S.$200,000 and integral multiples of U.S.$1,000 excess thereof
(the "Authorized Denominations").
A separate Tender Instruction must be completed on behalf of
each beneficial owner, due to potential proration.
ACCEPTANCE PRIORITY AND PRORATION
If the purchase of all Notes validly tendered at or prior to the
Early Tender Deadline with a purchase price that is equal to or
less than the Maximum Purchase Price would cause the Company to pay
an aggregate cash consideration more than the Aggregate Tender
Consideration, then the Tender Offer will be oversubscribed at the
Early Tender Deadline and (i) the Company reserves the right not to
accept for purchase any Notes tendered after the Early Tender
Deadline and (ii) the Company will (assuming satisfaction or, where
applicable, waiver of the conditions to the Tender Offer) accept
for purchase on the Early Acceptance Date (or, if there is no Early
Acceptance Date, the Final Acceptance Date), the Notes tendered at
or prior to the Early Tender Deadline as follows:
-- first, the Company will accept for purchase all Notes validly
tendered at or prior to the Early Tender Deadline with a purchase
price that is less than the Clearing Price; and
-- second, the Company will accept for purchase all Notes
validly tendered at or prior to the Early Tender Deadline with a
purchase price equal to the Clearing Price on a prorated basis,
such that the Company will not accept for purchase Notes of an
aggregate principal amount that would lead to the aggregate Early
Tender Offer Consideration being in excess of the Aggregate Tender
Consideration. The Early Payment Date proration factor (if
applicable) will be calculated by dividing (i) the Aggregate Tender
Consideration less the aggregate Early Tender Offer Consideration
of the Notes accepted for purchase at the Early Tender Deadline
that are not subject to proration, by (ii) the aggregate Early
Tender Offer Consideration of the Notes validly tendered in the
Tender Offer prior to the Early Tender Deadline at the Clearing
Price that are subject to proration.
If the Tender Offer is oversubscribed at the Early Tender
Deadline, then the Company reserves the right, at its option, to
issue a press release promptly after the Early Tender Deadline
stating that Notes tendered after the Early Tender Deadline will
not be purchased pursuant to the Tender Offer.
If the Tender Offer is not oversubscribed at the Early Tender
Deadline but the purchase of all Notes validly tendered after the
Early Tender Deadline and at or prior to the Expiration Deadline,
when considered together with the cash consideration payable in
respect of Notes accepted for purchase as of the Early Tender
Deadline, would cause the Company to pay an aggregate cash
consideration in excess of the Aggregate Tender Consideration, then
the Tender Offer will be oversubscribed at the Expiration Deadline
and the Company will (assuming satisfaction or, where applicable,
waiver of the conditions to the Tender Offer) accept for purchase
on the Expiration Deadline, such Notes tendered after the Early
Tender Deadline on a prorated basis, such that the Company will not
pay an aggregate cash consideration in excess of the Aggregate
Tender Consideration. The Final Payment Date proration factor (if
applicable) will be calculated by dividing (i) the Aggregate Tender
Consideration less the aggregate Early Tender Offer Consideration
of the Notes accepted for purchase at the Early Tender Deadline, by
(ii) the aggregate Late Tender Offer Consideration of the Notes
validly tendered in the Tender Offer after the Early Tender
Deadline but prior to the Expiration Deadline.
All Notes not accepted as a result of proration and all tenders
of Notes with a purchase price in excess of the Clearing Price will
be rejected on the respective payment date.
If any Notes are purchased in the Tender Offer, Notes tendered
with a purchase price equal to or less than the Clearing Price at
or prior to the Early Tender Deadline will be accepted for purchase
in priority to Notes tendered after the Early Tender Deadline and
at or prior to the Expiration Deadline. Accordingly, if the
Aggregate Tender Consideration is reached in respect of tenders
made and accepted at or prior to the Early Tender Deadline, no
Notes tendered after the Early Tender Deadline will be accepted for
purchase.
In the event proration is required, the Company will multiply
the principal amount of Notes subject to proration by the
applicable proration factor. To avoid purchases of Notes in
principal amounts other than in denominations of U.S.$200,000
principal amount and integral multiples of U.S.$1,000 principal
amount in excess thereof (the "Authorized Denominations") and to
ensure the Company returns Notes in Authorized Denominations, if
necessary, the Company will make appropriate adjustments downward
to the nearest U.S.$1,000 principal amount or, if applicable, the
minimum Authorized Denomination. If application of proration will
result in either (i) the relevant Holder transferring Notes to the
Company in a principal amount of less than U.S.$200,000 or (ii)
Notes in a principal amount of less than U.S.$200,000 being
returned to a Holder, then the Company will, in its sole and
absolute discretion, either reject all or accept all of such
Holder's validly tendered Notes, without proration. Notes not
accepted for purchase as a result of pro-ration will be returned to
the relevant Holder on the respective Payment Date. Holders who
tender less than all their Notes must continue to hold Notes in
Authorized Denominations.
If proration of the tendered Notes is required, the Company will
determine the applicable proration factor as soon as reasonably
practicable following the Early Tender Deadline or the Expiration
Deadline, as the case may be, and after giving effect to any
increase or decrease in the Aggregate Tender Consideration.
INDICATIVE TIMETABLE
The below timetable is indicative and shows one possible outcome
for the timing of the Tender Offer based on the dates in the Offer
to Purchase. This timetable is subject to change and dates and
times may be extended or amended by the Company in accordance with
the terms of the Tender Offer, as described in the Offer to
Purchase, and applicable law. Accordingly, the actual timetable may
differ significantly from the timetable below.
Defined Term Time and Date Event
Commencement Date November 15, 2023 Commencement of the Tender Offer.
Announcement of the launch of the
Tender Offer will be made
on the Luxembourg Stock Exchange,
the London Stock Exchange or its
Regulatory News Service
and the Tender Offer Website:
https://projects.morrowsodali.com/tu
llowoilSUN .
Early Tender Deadline 5:00 p.m. (New York City time) on Holders must validly tender their
November 29, 2023, unless extended. Notes pursuant to the Tender Offer
In the case of extension, by delivering, or arranging
the Early Tender Deadline will be to have delivered on their behalf, a
such other date and time so valid Tender Instruction at or
extended. before the Early Tender
Deadline in order to be eligible to
receive the Early Tender Offer
Consideration. Notes validly
tendered after the Early Tender
Deadline, but at or prior to the
Expiration Deadline, will
only be eligible to receive the Late
Tender Offer Consideration.
Early Acceptance Date and Early November 30, 2023, which is the Subject to the terms and conditions
Acceptance Announcement Business Day after the Early Tender of the Tender Offer and whether or
Deadline. In the case not the Tender Offer
of extension, the Early Acceptance is fully subscribed, the Company, in
Date will be such other date and its sole discretion, will determine
time so extended. the Early Tender
Offer Consideration promptly after
the Early Tender Deadline.
The Company will announce (i) the
Aggregate Tender Consideration, (ii)
the aggregate principal
amount of Notes accepted for
purchase at the Early Tender
Deadline (if any), (iii) the Early
Tender Offer Consideration, the Late
Tender Offer Consideration (if
relevant), (iv) the proration
factor (if applicable) in respect of
the Notes accepted for purchase at
the Early Tender Deadline
and (v) the Early Payment Date (if
applicable), promptly following the
Early Tender Deadline.
Early Payment Date If the Company so elects and If the Company so elects, the
announces such, promptly following Company will pay the Early Tender
the Early Acceptance Date, Offer Consideration, and the
in which case the Early Payment Date Accrued Interest Payment for the
is expected to be two Business Days Notes accepted for purchase on the
after the Early Acceptance Early Acceptance Date,
Date. on the terms and subject to the
conditions contained in the Offer to
Purchase.
See "Conditions of the Tender Offer"
in the Offer to Purchase.
If the Company elects to accept for
purchase the Notes validly tendered
at or prior to the
Early Tender Deadline pursuant to
the Tender Offer, Holders, or the
custodial entities acting
on such Holders' behalf, must
deliver to the Company good and
marketable title to such Notes.
If the Company does not elect to
have an Early Payment Date, payment
for such Notes will be
made on the Final Payment Date.
Expiration Deadline 5:00 p.m. (New York City time) on Holders must tender their Notes
December 14, 2023, unless the Tender pursuant to the Tender Offer at or
Offer is extended, before the Expiration Deadline
re-opened, amended and/or terminated in order to be eligible to receive
as provided in the Offer to the applicable Consideration. Notes
Purchase. In the case of tendered after the
extension, the Expiration Deadline Early Tender Deadline but at or
will be such other date and time as before the Expiration Deadline will
so extended. not be eligible to receive
the Early Tender Offer Consideration
with respect to such Notes but
instead, if such Notes
are accepted for purchase, Holders
will be eligible to receive the Late
Tender Offer Consideration.
Final Acceptance Date, Final Results The next Business Day following the Subject to the terms and conditions
Announcement Expiration Deadline. of the Tender Offer, the Company
will announce (i) the
Aggregate Tender Consideration, (ii)
the aggregate principal amount of
Notes validly tendered
and accepted for purchase after the
Early Tender Deadline but at or
prior to the Expiration
Deadline, (iii) the proration factor
(if applicable) and (iv) the
principal amount of Notes
outstanding after the Final Payment
Date.
Final Payment Date Promptly following the Expiration The Company will pay the relevant
Deadline. The Final Payment Date is Consideration and the Accrued
expected to be December Interest Payment for the Notes
20, 2023, three Business Days after accepted for purchase on the Final
the Final Acceptance Date. Acceptance Date, up to the Aggregate
Tender Consideration,
on the Final Acceptance Date.
Holders, or the custodial entities
acting on such Holders' behalf, must
deliver to the Company
good and marketable title to such
Notes.
See "Conditions of the Tender Offer"
in the Offer to Purchase.
FURTHER INFORMATION
For a detailed statement of the terms and conditions of the
Tender Offer, Holders should refer to the Offer to Purchase. The
Offer to Purchase is available to the Holders, subject to
eligibility confirmation and registration, on the Tender Offer
Website: https://projects.morrowsodali.com/tullowoilSUN .
Questions and requests for assistance in connection with the
Tender Offer should be directed to the 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
Telephone: +44 20 7767 6784 Telephone: +1 212 667 0351/ +44 20 7885 5739 / +852 3983 8658 / +65 6557 8286
Email: liability.management@ing.com Email: liability_management@sc.com
Attention: Liability Management Attention: Liability Management
The Co-Dealer Managers in connection with the Tender Offer
are:
Absa Bank DNB Markets, J.P. Morgan Nedbank Limited The Standard
Limited (acting Inc . Securities (acting through Bank of
through its LLC its Nedbank South Africa
Corporate and Corporate Limited
Investment and Investment
Banking Division) Banking Division)
Questions and requests for assistance in connection with
tendering Notes and participating in the Tender Offer and the
submission of a Tender Instruction should be directed to the
Information and Tender Agent:
Information and Tender Agent
Morrow Sodali Limited
29/F. No. 28 Stanley 103 Wigmore Street 333 Ludlow Street
Street London W1U 1QS, South Tower, 5(th)
Central, Hong Kong United Kingdom Floor
Stamford, CT 06902
United States
Telephone: +44 20
Telephone: +852 4513 6933 Telephone: +1 203
2319 4130 658 9457
Email: tullowoil@investor.morrowsodali.com
Electronic copies of all documents related to the Tender Offer will be available from the
website of the Luxembourg Stock Exchange, the London Stock Exchange or its Regulatory News
Service and/or online via the Tender Offer Website at https://projects.morrowsodali.com/tullowoilSUN
until the consummation or termination of the Tender Offer.
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 is for informational purposes only and should
be read in conjunction with the Offer to Purchase. Holders should
carefully consider all of the information in the Offer to Purchase
and seek their own financial and legal advice from their
stockbroker, bank manager, solicitor, accountant or other
independent financial adviser. The Offer to Purchase sets out the
full terms of the Tender Offer. Copies of the Offer to Purchase are
available from the Information and Tender Agent, at the address set
out above.
None of the Company, the Trustee, the Dealer Managers or the
Information and Tender Agent or any of their respective directors,
officers, employees, agents or affiliates makes any recommendation
about whether Holders should tender their Notes.
Neither the Offer to Purchase nor this announcement constitutes
an offer to buy or the solicitation of an offer to sell Notes, (and
tenders of Notes will not be accepted from Holders) in any
circumstances in which the Tender Offer or solicitation is
unlawful. If a jurisdiction requires that the Tender Offer be made
by a licensed broker or dealer, and the Dealer Managers or any of
their affiliates is a licensed broker or dealer in that
jurisdiction, the Tender Offer shall be deemed to be made by such
person on behalf of the Company in such jurisdiction.
The Offer to Purchase does not constitute an invitation to
participate in the Tender 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 in certain
jurisdictions may be restricted by law. Persons into whose
possession the Offer to Purchase comes are required to inform
themselves about and to observe any such restrictions. Holders are
referred to the "Offer and Distribution Restrictions" in the Offer
to Purchase.
Nothing in this communication constitutes an offer to purchase
or an offer of securities for sale in the United States or any
other jurisdiction. No securities may be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements. Any public offering of securities to be
made in the United States will be made by means of a prospectus.
Such prospectus will contain detailed information about the company
making the offer and its management and financial statements. No
public offer of securities is to be made by the Company in the
United States. The Notes have not been registered under the U.S.
Securities Act of 1933, as amended, or the securities laws of the
United States or any state thereof or the applicable laws of any
other jurisdiction.
The Tender Offer is not being made in any Member State of the
European Economic Area or in the United Kingdom, other than to
persons who are "qualified investors" as defined in Regulation (EU)
No 2017/1129 (as amended, the "Prospectus Regulation"), or in other
circumstances falling within Article 1(4) of the Prospectus
Regulation.
The Tender Offer is not being made, and has not been approved,
by an authorized person for the purposes of section 21 of the
Financial Services and Markets Act 2000 (the "FSMA"). Accordingly,
the Tender Offer is not being made to the general public in the
United Kingdom. This communication is exempt from the restriction
on financial promotions under section 21 of the FSMA on the basis
that it is only directed at and may be communicated to (1) those
persons who are existing members or creditors of the Company or
other persons within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion).
Each Holder participating in the Tender Offer will be deemed to
give certain representations in respect of the jurisdictions
referred to above and generally as set out in "Procedures for
Participating in the Tender Offer" in the Offer to Purchase. Any
tender of Notes for purchase pursuant to the Tender Offer from a
Holder that is unable to make these representations will not be
accepted. Each of the Company and the Information and Tender Agent
reserves the right, in its absolute discretion, to investigate, in
relation to any tender of Notes for purchase pursuant to the Tender
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 of Notes shall not be accepted.
Cautionary Note Concerning Forward-Looking Statements
This announcement contains certain forward-looking statements
based on estimates and assumptions.
These forward-looking statements are not historical facts, but
only predictions and generally can be identified by use of
statements that include phrases such as "will," "may," "should,"
"continue," "anticipate," "believe," "expect," "plan," "appear,"
"project," "estimate," "intend," or other words or phrases of
similar import. Similarly, statements that describe the Company's
or the Group's objectives, plans or goals also are forward-looking
statements. These forward-looking statements are based on the
Company's current expectations only, and are subject to a number of
risks, uncertainties and assumptions. Actual events and results
could differ materially from these forward-looking statements if
one or more of these risks or uncertainties materialize, or if
underlying assumptions prove incorrect. The forward-looking
statements contained in this announcement speak only as of the date
of this announcement. The Company does not undertake to publicly
update any forward-looking statement to reflect events or
circumstances after such dates or to reflect the occurrence of
unanticipated events. In light of these risks, uncertainties and
assumptions, the forward-looking events might or might not occur.
The Company cannot assure you that projected results or events will
be achieved.
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 or visit 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.
END
TENGLBDBISBDGXU
(END) Dow Jones Newswires
November 15, 2023 02:02 ET (07:02 GMT)
Tullow Oil (LSE:TLW)
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Tullow Oil (LSE:TLW)
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