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RNS Number : 3830Q
Tullow Oil PLC
18 June 2020
News Release
Publication of Circular and Notice of General Meeting
18 June 2020 - Tullow Oil plc (Tullow) announces that, further
to its announcement on 23 April 2020 in relation to the agreed sale
of its entire stake in the Lake Albert Development Project in
Uganda to Total for US$575 million in cash plus post first oil
contingent payments, a shareholder circular relating to the
Transaction (the Circular) has been published today, having
received approval from the Financial Conduct Authority.
Under the UK Listing Rules, the Transaction constitutes a Class
1 transaction and is therefore conditional on, among other things,
the approval of Tullow's shareholders, by a simple majority of
votes cast. The Circular contains further details on the
Transaction and a notice convening a general meeting of Tullow to
be held at the offices of Tullow Oil plc, at 9 Chiswick Park, 566
Chiswick High Road, London W4 5XT at 12 noon (London time) on 15
July 2020 (the General Meeting) to consider and approve the
Transaction.
As described in the Circular, the Transaction is of critical
importance to Tullow and the Tullow Board unanimously recommends
that all shareholders vote or procure votes in favour of the
resolution being proposed at the General Meeting. In light of the
social distancing measures aimed at reducing the transmission of
the COVID-19 virus in the United Kingdom, please note that
attendance at the General Meeting in person is not possible. The
General Meeting will be a closed meeting. Shareholders should not
attempt to attend the General Meeting in person. Any shareholders
who attempt to attend in person will be refused entry. Shareholders
should instead vote in advance by proxy by appointing the Chair of
the General Meeting as their proxy in respect of all of their
shares to vote on their behalf. Continued shareholder engagement
remains very important to Tullow and shareholders will therefore be
able to listen to a live audio-cast of the General Meeting and
submit questions remotely, as was possible for Tullow's 2020 Annual
General Meeting. Whether participating in the audio-cast or not,
shareholders are strongly encouraged to appoint the Chair of the
General Meeting as their proxy. Further details of the audio-cast
procedures and the proxy appointment process are set out in the
Circular.
The expected timetable of principal events in relation to the
General Meeting is as follows:
Event Expected time/date
(London time)
Deadline for lodging Forms of Proxy with Tullow's 12 noon on
UK registrar/CREST Proxy Instructions/website 13 July 2020
proxy/Proxymity appointment
-------------------
Voting Record Time 6.00 p.m.
on 13 July
2020
-------------------
General Meeting 12 noon on
15 July 2020
-------------------
The Transaction also remains subject to a number of other
conditions, including customary government and other approvals and
the execution of a binding tax agreement with the Government of
Uganda and the Uganda Revenue Authority that reflects the agreed
tax principles previously announced. Subject to the satisfaction of
the conditions, the Transaction is expected to complete in the
second half of 2020.
Terms used but not defined in this announcement have the same
meaning as set out in the Circular.
Availability of the Circular
Copies of the Circular, the Form of Proxy in relation to the
General Meeting and certain other documents in relation to the
Transaction are available for inspection on Tullow's website
(www.tullowoil.com).
Copies of the Circular and the Form of Proxy in relation to the
General Meeting have also been submitted to the Financial Conduct
Authority via the National Storage Mechanism and will be available
for viewing shortly at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism . In
addition, copies of the Circular and Form of Proxy in relation to
the General Meeting have been submitted to Euronext Dublin and the
Ghana Stock Exchange, and therefore will shortly be available for
inspection at Euronext Dublin (Exchange Buildings, Foster Place,
Dublin 2) and will be available to shareholders located in Ghana by
contacting Tullow's registrar in Ghana: Central Securities
Depository (GH) Limited, 4th Floor, Cedi House, PMB CT 465
Cantonments, Accra, Ghana (Telephone: +233 (0)302 906 576).
FOR FURTHER INFORMATION CONTACT:
Tullow Oil plc Murray Consultants
(London) (Dublin)
(+44 20 3249 9000) (+353 1 498
IR: Chris Perry, Matt Evans 0300)
Media: George Cazenove Pat Walsh
Joe Heron
Notes to Editors
Tullow Oil plc
Tullow is a leading independent oil & gas, exploration and
production group, quoted on the London, Irish and Ghanaian stock
exchanges (symbol: TLW). The Tullow group (the Group) has interests
in over 70 exploration and production licences across 15 countries
in Africa and South America.
Follow Tullow on:
Twitter: www.twitter.com/TullowOilplc YouTube: www.youtube.com/TullowOilplc
Facebook: www.facebook.com/TullowOilplc LinkedIn: www.linkedin.com/company/Tullow-Oil
Website: www.Tullowoil.com
THIS ANNOUNCEMENT IS AN ANNOUNCEMENT AND NOT A CIRCULAR OR
PROSPECTUS OR EQUIVALENT DOCUMENT AND PROSPECTIVE INVESTORS SHOULD
NOT MAKE ANY INVESTMENT DECISION ON THE BASIS OF ITS CONTENTS.
NOTHING IN THIS ANNOUNCEMENT CONSTITUTES AN OFFER OF SECURITIES FOR
SALE IN ANY JURISDICTION. SHAREHOLDERS ARE ADVISED TO CAREFULLY
READ THE CIRCULAR. ANY RESPONSE TO THE TRANSACTION SHOULD BE MADE
ONLY ON THE BASIS OF THE INFORMATION IN THE CIRCULAR.
IF YOU ARE IN ANY DOUBT AS TO WHAT ACTION YOU SHOULD TAKE IN
RELATION TO THIS ANNOUNCEMENT OR THE CIRCULAR, YOU ARE RECOMMENDED
TO SEEK YOUR OWN PERSONAL FINANCIAL ADVICE IMMEDIATELY FROM YOUR
STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER
INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL
SERVICES AND MARKETS ACT 2000, OR FROM ANOTHER APPROPRIATELY
AUTHORISED INDEPENDENT FINANCIAL ADVISER.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION. THE DISTRIBUTION OF THIS
ANNOUNCEMENT IN JURISDICTIONS OTHER THAN THE UNITED KINGDOM,
IRELAND AND GHANA MAY BE RESTRICTED BY LAW AND THEREFORE PERSONS
INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES SHOULD INFORM
THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS. ANY FAILURE TO
COMPLY WITH THE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE
SECURITIES LAWS OF ANY SUCH JURISDICTION.
This announcement and the Circular include statements that are,
or may deemed to be, "forward-looking statements" within the
meaning of the securities laws of certain jurisdictions. These
forward-looking statements can be identified by the use of
forward-looking terminology, such as "anticipate", "expect",
"suggests", "plan", "believe", "intend", "estimates", "targets",
"projects", "should", "could", "would", "may", "will", "forecast"
and other similar expressions or, in each case, their negative or
other variations or comparable terminology. These forward-looking
statements include all matters that are not historical facts. They
appear in a number of places throughout this announcement and the
Circular and include statements regarding Tullow's or the Tullow
directors' plans, estimates, intentions, beliefs or current
expectations concerning, among other things, the Transaction,
Tullow's exploration and development plans and the timing and cost
thereof, future production levels and volumes, future operating
cost levels, the grant and timing of future governmental or
commercial or joint venture partner approvals or consents, future
portfolio management plans, the Group's liquidity, financing costs
and reserve base redeterminations, the timing, outcome and
potential scope of liability in any litigation, proceedings or
other disputes and Tullow's business, financial condition, results
of operations and/or prospects and/or the industry in which the
Group operates more generally.
Forward-looking statements are not guarantees of future
performance and the Group's actual business, financial condition,
results of operations and/or prospects and/or the development of
the industry in which it operates, may differ materially from those
made in or suggested by the forward-looking statements contained in
this announcement and the Circular. In addition, even if the
Group's business, financial condition, results of operations and/or
prospects and/or the development of the industry in which it
operates, are consistent with the forward-looking statements
contained this announcement and the Circular, those results or
developments may not be indicative of results or developments in
subsequent periods.
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.
END
CIRFIFSARVITLII
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June 18, 2020 06:00 ET (10:00 GMT)
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