TIDMTLW

RNS Number : 9898W

Tullow Oil PLC

15 December 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

Final Results of the Tender Offer for 2025 Notes

December 15, 2023 - Tullow Oil plc (the "Company") announces the final results of its previously announced invitation to holders of its outstanding 7.00% Senior Notes due 2025 (the "Notes") to tender such Notes for purchase by the Company for cash (the "Tender Offer") up to an aggregate tender consideration, excluding any accrued and unpaid interest, of U.S.$300,000,000 (the "Aggregate Tender Consideration") in respect of tenders from registered holders of Notes ("Holders") who validly tendered their Notes on or prior to 5:00 p.m., New York City time, on December 14, 2023 (the "Expiration Deadline").

As of the Expiration Deadline, U.S.$140,933,000 principal amount of Notes were validly tendered (including Notes validly tendered prior to November 29, 2023 (the "Early Tender Deadline")). The table below identifies the principal amount of Notes validly tendered and accepted as of the Expiration Deadline:

 
                                    Outstanding                              Principal 
                                      Principal                          Amount Outstanding 
                                      Amount as         Principal            after the 
                                     at the date          Amount           Final Payment 
   Title of                         of the Offer         Tendered               Date               Tender 
   Security       CUSIP/ISIN         to Purchase       and Accepted                            Consideration(1) 
 7.00% Senior     Rule 144A:      U.S.$633,463,000   U.S.$140,933,000    U.S.$492,530,000        U.S.$920.00 
   Notes due       899415AE3 
   2025 (the     / US899415AE32 
   "Notes") 
                   Regulation 
                  S: G91237AA8 
                 / USG91237AA87 
               ----------------  -----------------  -----------------  --------------------  ------------------ 
 

Notes:

(1) The clearing price per U.S.$1,000 principal amount of Notes validly tendered and accepted for purchase (the "Tender Consideration") (exclusive of any accrued and unpaid interest on such Notes from, and including, the last interest payment date applicable to such Notes, which will be paid in addition to the Tender Consideration to, but not including, the Final Payment Date (as defined herein)).

Richard Miller, Chief Financial Officer, Tullow , commented today:

"2023 has been a transformative year for our balance sheet. Following the start-up of the Jubilee South East project earlier this year, we are now in a period of material free cash flow, with approximately $800 million expected to be generated between 2023 to 2025. This free cash flow, together with cash on balance sheet and the $400 million notes facility commitment from Glencore, will allow us to fully address all outstanding 2025 Notes and puts us in a strong position to successfully refinance the remaining 2026 Notes. We have reduced gross debt by almost $400 million this year and we remain on track to becoming a low-debt business with a sustainable capital structure."

Capitalized terms used in this announcement but not defined herein have the meanings given to them in the offer to purchase dated November 15, 2023 (the "Offer to Purchase").

The Tender Consideration for each U.S.$1,000 principal amount of Notes validly tendered on or prior to the Expiration Deadline and accepted for purchase pursuant to the Tender Offer shall be U.S.$920.00.

Pursuant to the terms of the Tender Offer, the settlement date for the Notes tendered on or prior to the Expiration Deadline and accepted for purchase will be December 20, 2023 (the "Final Payment Date"). Holders will also receive with respect to any Notes validly tendered and accepted for purchase accrued and unpaid interest on such Notes from, and including, the last interest payment date applicable to such Notes to, but not including, the Final Payment Date.

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 
                                                         1 Basinghall Avenue 
              8-10 Moorgate                                London EC2V 5DD 
             London EC2R 6DA                               United Kingdom 
             United Kingdom                        Attention: Liability Management 
  Attention: Liability Management Group    Telephone: +1 212 667 0351 / +44 20 7885 5739 / 
       Telephone: +44 20 7767 6784                 + 852 3983 8658 / +65 6557 8286 
   Email: liability.management@ing.com           Email: liability_management@sc.com 
 

The Co-Dealer Managers in connection with the Tender Offer are:

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

Questions and requests for assistance in connection with the Tender Offer may also 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 2319        4513 6933        Telephone: +1 203 
                                    4130                                      658 9457 
 
                        Email: tullowoil@investor.morrowsodali.com 
 

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END

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December 15, 2023 04:37 ET (09:37 GMT)

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