LONDON, Nov. 14, 2018 /PRNewswire/ -- BP p.l.c.
("BP") (LSE: BP) (FWB: BPE) (NYSE: BP) today announced the
commencement of offers to exchange (the "Exchange Offers" and each,
an "Exchange Offer") any and all validly tendered (and not validly
withdrawn) and accepted notes up to a maximum amount of
$10.6 billion (the "Maximum Amount")
of twenty-three series of notes issued by BP Capital Markets p.l.c.
("BP Capital U.K.") (the "Old Notes") for a combination of cash and
new notes to be issued by BP Capital Markets America Inc. ("BP
Capital America" or the "Issuer") and fully and unconditionally
guaranteed by BP (the "New Notes") as described in the table below.
The terms of the Old Notes and New Notes are substantially
identical, except for the issuing entity. A Registration Statement
on Form F-4 (the "Registration Statement") relating to the issuance
of the New Notes was filed with the Securities and Exchange
Commission ("SEC") today but has not yet been declared
effective.
If any series of Old Notes is accepted for exchange, all Old
Notes of that series that are validly tendered and not validly
withdrawn will be accepted for exchange. Accordingly, no series of
Old Notes will be subject to proration pursuant to the Exchange
Offers.
The aggregate principal amount of Old Notes that will be
accepted for exchange will be based on the order of acceptance
priority for such series as set forth in the table below (the
"Acceptance Priority Levels"), with Acceptance Priority Level 1
being the highest and Acceptance Priority Level 23 being the
lowest, subject to the applicable Minimum Size Condition and the
Maximum Amount Condition (each as described below).
Aggregate
Principal Amount
($MM)
|
Title of Series of
Notes Issued by BP Capital U.K. to be Exchanged (collectively, the
"Old Notes")
|
CUSIP/ISIN
No.
|
Acceptance
Priority Level
|
Title of Series of
Notes to be Issued by BP Capital America (collectively, the "New
Notes") (1)
|
Minimum New Notes
Size (2)
($MM)
|
Exchange
Consideration (3)
|
Early
Participation Premium (3)
|
Total
Consideration (3)(4)
|
|
|
|
|
|
|
New
Notes
(principal amount)
(1)
|
Cash
|
New
Notes
(principal amount)
(1)
|
New
Notes
(principal amount)
(1)
|
Cash
|
|
|
|
|
|
|
|
|
|
|
|
$850
|
3.588% Guaranteed
Notes due 2027
|
05565QDM7/US05565QDM78
|
1
|
3.588% Guaranteed
Notes due 2027
|
$400
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
$1,000
|
3.017% Guaranteed
Notes due 2027
|
05565QDF2/US05565QDF28
|
2
|
3.017% Guaranteed
Notes due 2027
|
$500
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
$1,250
|
3.119% Guaranteed
Notes due 2026
|
05565QDB1/US05565QDB14
|
3
|
3.119% Guaranteed
Notes due 2026
|
$500
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
$1,000
|
3.224% Guaranteed
Notes due 2024
|
05565QDL9/US05565QDL95
|
4
|
3.224% Guaranteed
Notes due 2024
|
$500
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
$1,200
|
3.216% Guaranteed
Notes due 2023
|
05565QDG0/US05565QDG01
|
5
|
3.216% Guaranteed
Notes due 2023
|
$500
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
$1,500
|
2.750% Guaranteed
Notes due 2023
|
05565QCD8/US05565QCD88
|
6
|
2.750% Guaranteed
Notes due 2023
|
$750
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
$700
|
2.520% Guaranteed
Notes due 2022
|
05565QDP0/US05565QDP00
|
7
|
2.520% Guaranteed
Notes due 2022
|
$350
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
$1,750
|
3.245% Guaranteed
Notes due 2022
|
05565QBZ0/US05565QBZ00
|
8
|
3.245% Guaranteed
Notes due 2022
|
$750
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
$750
|
2.112% Guaranteed
Notes due 2021
|
05565QDD7/US05565QDD79
|
9
|
2.112% Guaranteed
Notes due 2021
|
$350
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
$1,400
|
4.742% Guaranteed
Notes due 2021
|
05565QBR8/US05565QBR83
|
10
|
4.742% Guaranteed
Notes due 2021
|
$500
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
$1,500
|
4.50% Guaranteed
Notes due 2020
|
05565QBP2/US05565QBP28
|
11
|
4.50% Guaranteed
Notes due 2020
|
$750
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
$1,250
|
2.521% Guaranteed
Notes due 2020
|
05565QCT3/US05565QCT31
|
12
|
2.521% Guaranteed
Notes due 2020
|
$500
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
$1,500
|
3.279% Guaranteed
Notes due 2027
|
05565QDN5/US05565QDN51
|
13
|
3.279% Guaranteed
Notes due 2027
|
$750
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
$750
|
3.535% Guaranteed
Notes due 2024
|
05565QCS5/US05565QCS57
|
14
|
3.535% Guaranteed
Notes due 2024
|
$350
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
$750
|
3.994% Guaranteed
Notes due 2023
|
05565QCJ5/US05565QCJ58
|
15
|
3.994% Guaranteed
Notes due 2023
|
$350
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
$1,000
|
2.500% Guaranteed
Notes due 2022
|
05565QCB2/US05565QCB23
|
16
|
2.500% Guaranteed
Notes due 2022
|
$500
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
$1,000
|
3.561% Guaranteed
Notes due 2021
|
05565QBU1/US05565QBU13
|
17
|
3.561% Guaranteed
Notes due 2021
|
$500
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
$1,250
|
3.814% Guaranteed
Notes due 2024
|
05565QCP1/US05565QCP19
|
18
|
3.814% Guaranteed
Notes due 2024
|
$500
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
$1,000
|
3.062% Guaranteed
Notes due 2022
|
05565QCZ9/US05565QCZ90
|
19
|
3.062% Guaranteed
Notes due 2022
|
$500
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
$300
|
Floating Rate
Guaranteed Notes due 2022
|
05565QDQ8/US05565QDQ82
|
20
|
Floating Rate
Guaranteed Notes due 2022
|
—
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
$250
|
Floating Rate
Guaranteed Notes due 2021
|
05565QDE5/US05565QDE52
|
21
|
Floating Rate
Guaranteed Notes due 2021
|
—
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
$800
|
3.723% Guaranteed
Notes due 2028
|
05565QDH8/US05565QDH83
|
22
|
3.723% Guaranteed
Notes due 2028
|
$400
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
$1,000
|
3.506% Guaranteed
Notes due 2025
|
05565QDA3/US05565QDA31
|
23
|
3.506% Guaranteed
Notes due 2025
|
$500
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
(1) The term "New Notes" in
this column refers, in each case, to the series of New Notes
corresponding to the series of Old Notes of like tenor and
coupon.
(2) No Old Fixed Rate Notes (as
defined below) of a given series will be accepted for exchange
unless the aggregate principal amount of New Notes to be issued on
the Settlement Date (as defined below) in exchange for such series
of Old Fixed Rate Notes is greater than or equal to the applicable
Minimum New Notes Size.
(3) Consideration per
$1,000 principal amount of Old Notes
validly tendered and accepted for exchange.
(4) Includes the Early
Participation Premium for Old Notes validly tendered prior to the
Early Participation Deadline (described below) and not validly
withdrawn.
No Old Fixed Rate Notes (being the Old Notes with Acceptance
Priority Levels 1 through 19, 22 and 23, collectively the "Old
Fixed Rate Notes") of a given series will be accepted for exchange
unless the aggregate principal amount of New Notes to be issued on
the Settlement Date (as defined below) in exchange for such series
of Old Fixed Rate Notes is greater than or equal to the applicable
minimum new notes size detailed in the table above (the "Minimum
New Notes Size" and, such condition, the "Minimum Size Condition").
Additionally, no Old Notes of a given series will be accepted for
exchange unless the Maximum Amount is greater than or equal to the
sum of (i) the aggregate principal amount of such series of Old
Notes validly tendered and not validly withdrawn and (ii) the
aggregate principal amount of all series of Old Notes having a
higher Acceptance Priority Level which have been accepted for
exchange (the "Maximum Amount Condition").
If either of the Minimum Size Condition or the Maximum Amount
Condition is not satisfied with respect to a given series of Old
Notes, then (i) no Old Notes of that series will be accepted for
exchange (whether or not validly tendered) and (ii) the series of
Old Notes (if any) with the next lowest Acceptance Priority Level
that satisfies both the Minimum Size Condition and the Maximum
Amount Condition will be accepted for exchange, until there is no
series of Old Notes with a lower Acceptance Priority Level to
consider for exchange. Satisfaction of the Maximum Amount Condition
will be tested at the Expiration Time (as defined below) for each
series in order of Acceptance Priority Level.
It is possible that any series of Old Notes with Acceptance
Priority Level 10 or lower will fail to meet the Maximum Amount
Condition and therefore will not be accepted for exchange.
The Exchange Offers commenced on November
14, 2018. The Exchange Offers will expire at 11:59 p.m., New York
City time, on December 12,
2018 unless extended (such date and time, as it may be
extended, the "Expiration Time"). In order to be eligible to
receive the total consideration described in the table above (the
"Total Consideration"), holders must validly tender their Old Notes
at or prior to 5:00 p.m.,
New York City time, on
November 28, 2018, unless extended
(such date and time, as it may be extended, the "Early
Participation Deadline"). Tenders of Old Notes may not be withdrawn
after the Expiration Time, unless extended (such date and time, as
it may be extended, the "Withdrawal Deadline").
Upon the terms and subject to the conditions set forth in the
Registration Statement, including the applicable Minimum Size
Condition and the Maximum Amount Condition, in exchange for each
$1,000 principal amount of Old Notes
that is validly tendered prior to the Early Participation Deadline
and not validly withdrawn, holders will receive the Total
Consideration, which consists of $1,000 principal amount of dollar-denominated New
Notes and a cash amount of $1.00.
The Total Consideration includes an early participation premium
set out in the table above (the "Early Participation Premium"),
which consists of $30 principal
amount of New Notes.
Upon the terms and subject to the conditions set forth in the
Registration Statement, including the applicable Minimum Size
Condition and the Maximum Amount Condition, in exchange for
$1,000 principal amount of Old Notes
that is validly tendered after the Early Participation Deadline but
prior to the Expiration Time and not validly withdrawn, holders
will receive only the exchange consideration set out in the table
above (the "Exchange Consideration"), which is equal to the Total
Consideration less the Early Participation Premium and so consists
of $970 principal amount of New Notes
and a cash amount of $1.00.
Subject to applicable law, BP reserves the right, but is not
obligated, to increase or decrease the Maximum Amount in its sole
and absolute discretion. The Exchange Offers are subject to certain
conditions described in the Registration Statement. Subject to
applicable law, BP reserves the right to waive any condition to any
of the Exchange Offers (including the Minimum Size Condition and
Maximum Amount Condition) in its sole and absolute discretion.
If, as of the Expiration Time, all conditions, including the
applicable Minimum Size Condition and the Maximum Amount Condition,
have been or are concurrently satisfied or waived by BP in respect
of a given Exchange Offer, BP will accept for exchange all Old
Notes of the applicable series tendered for exchange, subject to
the Acceptance Priority Levels (the date of such exchange, the
"Settlement Date"). BP expects the Settlement Date to occur on the
second business day immediately following the Expiration Time,
being December 14, 2018, if such
Exchange Offer is not extended.
BP is conducting the Exchange Offers to efficiently migrate Old
Notes from BP Capital U.K. to BP Capital America in order to
optimize the BP Group's capital structure and align revenue
generation to indebtedness. This follows recent efforts by BP to
issue U.S. debt from BP Capital America, as demonstrated by BP's
most recent U.S. issuance activity.
Other than the identity of the Issuer, the terms of the New
Notes to be issued in the Exchange Offers are identical in all
material respects to the Old Notes, with minor exceptions described
in the Registration Statement. No accrued but unpaid interest will
be paid on the Old Notes in connection with the Exchange
Offers. However, interest on the applicable New Note will
accrue from and including the most recent interest payment date of
the tendered Old Note, including for any series of Old Notes which
has had a record date prior to the issuance of the New Notes.
Subject to the minimum denominations as described in the
Registration Statement, the principal amount of each New Note will
be rounded down, if necessary, to the nearest whole multiple of
$1,000, and BP will pay cash equal to
the remaining portion (plus accrued interest thereon), if any, of
the exchange price of such Old Note.
The New Notes will be senior unsecured obligations of the Issuer
and will rank equally with all other existing and future unsecured
and unsubordinated indebtedness of the Issuer. The New Notes
will be fully and unconditionally guaranteed by BP.
The dealer managers for the Exchange Offers relating to the Old
Notes are:
Barclays
745 Seventh Avenue,
5th Floor
New York, New York
10019
U.S.A.
Attention: Liability
Management Group
By
Telephone:
In the
U.S.
Toll free: (800)
438-3242
Collect: (212)
528-7581
In Europe
London: +44 203 134
8515
By Email:
liability.management@barclays.com
|
BofA Merrill
Lynch
214 North Tryon
Street, 14th Floor
Charlotte, North
Carolina 28255
U.S.A.
Attention: Liability
Management Group
By
Telephone:
In the
U.S.
Toll-Free: (888)
292-0070
Collect: (980)
683-3215
In Europe
London: +44 207 996
5420
By Email:
DG.LM_EMEA@baml.com
|
Goldman Sachs
& Co. LLC
200 West
Street
New York, New York
10282
U.S.A.
Attn: Liability
Management Group
By
Telephone:
In the
U.S.
Toll Free: (800)
828-3182
Collect: (212)
902-6941
In Europe
London: +44 20 7774
9862
By Email:
liabilitymanagement.eu@gs.com
|
The exchange agent and information agent for the Exchange Offers
relating to the Old Notes is:
By
Phone:
Bank and Brokers Call
Collect:
+1 (212)
269-5550
All Others, Please
Call Toll-Free:
+1 (877)
674-6273
|
D.F. King &
Co., Inc.
By
E-Mail:
bp@dfking.com
|
By Mail or
Hand:
48 Wall Street, 22nd Floor
New York, NY
10005
|
The Exchange Offers are being made pursuant to the terms and
conditions set forth in BP's prospectus, dated as of November 14, 2018 (the "Prospectus"), which forms
a part of the Registration Statement. Tendered Old Notes may
be validly withdrawn at any time prior to the Expiration Date and,
subject to applicable law, BP may terminate or withdraw the
Exchange Offers at any time for any reason.
The consummation of the Exchange Offers is conditional upon a
declaration of effectiveness of the Registration Statement by the
SEC.
This press release is not an offer to sell or a solicitation of
an offer to buy any of the securities described herein and is also
not a solicitation of the related consents. The Exchange
Offers may be made solely pursuant to the terms and conditions of
the Prospectus, and the other related materials. A
Registration Statement relating to the New Notes has been filed
with the SEC but has not yet become effective. The New Notes
may not be sold or exchanged for Old Notes, nor may offers to buy
be accepted, prior to the time the Registration Statement is
declared effective by the SEC.
Security holders are urged to read the exchange offer materials,
when available, including the registration statement on Form F-4
filed with the SEC, as amended from time to time, the related
Prospectus, and the other materials related to the proposed
exchange offer filed with the SEC, because they contain important
information. These and other documents relating to the proposed
exchange offer, when they are filed with the SEC, may be obtained,
free of charge, on the SEC's web site at www.sec.gov, or may be
obtained, free of charge, from the Issuer after the exchange offer
has been commenced by requesting in writing to BP p.l.c. at 1 St.
James's Square London SW1Y 4PD, United
Kingdom or by telephone to +44-20-7496-4000. A copy of the
prospectus for the exchange offers will also be available, free of
charge.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities nor will there be
any sale of these securities in any state or other jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or other jurisdiction.
Non-U.S. Distribution Restrictions
European Economic Area. The New Notes are not intended to
be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in
the European Economic Area ("EEA"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II"); or (ii) a customer
within the meaning of Directive 2002/92/EC (as amended, the
"Insurance Mediation Directive"), where that customer would not
qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in Directive 2003/71/EC (as amended, the "Prospectus
Directive"). Consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation")
for offering or selling the New Notes or otherwise making them
available to retail investors in the EEA has been prepared and
therefore offering or selling the New Notes or otherwise making
them available to any retail investor in the EEA may be unlawful
under the PRIIPs Regulation.
MiFID II product governance / Professional investors and ECPs
only target market—In the EEA and solely for the purposes of
the product approval process conducted by any Dealer Manager who is
a manufacturer with respect to the New Notes for the purposes of
the MiFID II product governance rule under EU Delegated Directive
2017/593 (each, a "manufacturer"), the manufacturers' target market
assessment in respect of the New Notes has led to the conclusion
that: (i) the target market for the New Notes is eligible
counterparties and professional clients only, each as defined in
MiFID II; and (ii) all channels for distribution of the New Notes
to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or
recommending the New Notes (a "distributor") should take into
consideration the manufacturers' target market assessment; however,
a distributor subject to MiFID II is responsible for undertaking
its own target market assessment in respect of the New Notes (by
either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
Belgium. Neither the
Prospectus nor any other documents or materials relating to the
Exchange Offers have been submitted to or will be submitted for
approval or recognition to the Belgian Financial Services and
Markets Authority ("Autorité des services et marchés
financiers"/"Autoriteit voor Financiële Diensten en
Markten"). The Exchange Offers are not being, and may not be,
made in Belgium by way of a public
offering, as defined in Articles 3, §1, 1° and 6, §1 of the Belgian
Law of April 1, 2007 on public
takeover bids ("loi relative aux offres publiques
d'acquisition"/"wet op de openbare overnamebiedingen")
(the "Belgian Takeover Law") or as defined in Article 3, §1 of the
Belgian Law of June 16, 2006 on the
public offer of investment instruments and the admission to trading
of investment instruments on a regulated market ("loi relative
aux offres publiques d'instruments de placement et aux admissions
d'instruments de placement à la négociation sur des marchés
réglementés"/"wet op de openbare aanbieding van
beleggingsinstrumenten en de toelating van beleggingsinstrumenten
tot de verhandeling op een gereglementeerde markt") (the
"Belgian Prospectus Law"), both as amended or replaced from time to
time. Accordingly, the Exchange Offers may not be, and are not
being, advertised and the Exchange Offers will not be extended, and
neither the Prospectus nor any other documents or materials
relating to the Exchange Offers (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 (i) to persons which are "qualified investors"
("investisseurs qualifiés"/"gekwalificeerde
beleggers") as defined in Article 10, §1 of the Belgian
Prospectus Law, acting on their own account, as referred to in
Article 6, §3 of the Belgian Takeover Law or (ii) in any other
circumstances set out in Article 6, §4 of the Belgian Takeover Law
and Article 3, §4 of the Belgian Prospectus Law. The Prospectus has
been issued only for the personal use of the above qualified
investors and exclusively for the purpose of the Exchange Offers.
Accordingly, the information contained in the Prospectus or in any
other documents or materials relating to the Exchange Offers may
not be used for any other purpose or disclosed or distributed to
any other person in Belgium.
France. The Exchange
Offers are not being made, directly or indirectly, to the public in
the Republic of France. Neither
the Prospectus nor any other documents or materials relating to the
Exchange Offers have been or shall be distributed to the public in
France and only (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 and all as defined in, and in accordance with, Articles
L.411-1, L.411-2, D.321-1 and D.411-1 of the French Code Monétaire
et Financier, are eligible to participate in the Exchange Offers.
The Prospectus and any other document or material relating to the
Exchange Offers have not been and will not be submitted for
clearance to nor approved by the Autorité des marchés
financiers."
Italy. None of the
Exchange Offers, the Prospectus or any other documents or materials
relating to the Exchange Offers or the New Notes have been or will
be submitted to the clearance procedure of the Commissione
Nazionale per le Società e la Borsa ("CONSOB"). The Exchange
Offers are being carried out in the Republic of Italy as exempted offers pursuant to article
101-bis, paragraph 3-bis of the Legislative Decree No. 58 of
24 February 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 3,
of CONSOB Regulation No. 11971 of 14 May
1999, as amended (the "Issuers' Regulation") and, therefore,
are intended for, and directed only at, qualified investors
(investitori qualificati) (the "Italian Qualified
Investors"), as defined pursuant to Article 100, paragraph 1,
letter (a) of the Financial Services Act and Article 34-ter,
paragraph 1, letter (b) of the Issuers' Regulation. Accordingly,
the Exchange Offers cannot be promoted, nor may copies of any
document related thereto or to the New Notes be distributed, mailed
or otherwise forwarded, or sent, to the public in Italy, whether by mail or by any means or
other instrument (including, without limitation, telephonically or
electronically) or any facility of a national securities exchange
available in Italy, other than to
Italian Qualified Investors. Persons receiving this
prospectus must not forward, distribute or send it in or into or
from Italy. Noteholders or beneficial owners of the Old Notes
that are resident or located in Italy can offer to exchange the notes pursuant
to the Exchange Offers 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 29 October 2007, as
amended from time to time, and Legislative Decree No. 385 of
1 September 1993, as amended) and in
compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority. Each
intermediary must comply with the applicable laws and regulations
concerning information duties vis-Ã -vis its clients in connection
with the Old Notes, the New Notes, the Exchange Offers or the
Prospectus.
United Kingdom. The
Prospectus is only being distributed to and is only directed at (i)
persons who are outside the United
Kingdom or (ii) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (iii) high net
worth entities, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order
(all such persons together being referred to as "relevant
persons"). The New Notes are only available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise
acquire the New Notes will be engaged in only with, relevant
persons. Any person who is not a relevant person should not
act or rely on this document or any of its contents.
Hong Kong. The New Notes
may not be offered or sold by means of any document other than (i)
in circumstances which do not constitute an offer to the public
within the meaning of the Companies Ordinance (Cap.32, Laws of
Hong Kong), or (ii) to
"professional investors" within the meaning of the Securities and
Futures Ordinance (Cap.571, Laws of Hong
Kong) and any rules made thereunder, or (iii) in other
circumstances which do not result in the document being a
"prospectus" within the meaning of the Companies Ordinance (Cap.32,
Laws of Hong Kong), and no
advertisement, invitation or document relating to the New Notes may
be issued or may be in the possession of any person for the purpose
of issue (in each case whether in Hong
Kong or elsewhere), which is directed at, or the contents of
which are likely to be accessed or read by, the public in
Hong Kong (except if permitted to
do so under the laws of Hong Kong)
other than with respect to New Notes which are or are intended to
be disposed of only to persons outside Hong Kong or only to "professional investors"
within the meaning of the Securities and Futures Ordinance (Cap.
571, Laws of Hong Kong) and any
rules made thereunder.
Japan. The New Notes
have not been and will not be registered under the Financial
Instruments and Exchange Law of Japan (the Financial Instruments and Exchange
Law) and each underwriter has agreed that it will not offer or sell
any New Notes, directly or indirectly, in Japan or to, or for the benefit of, any
resident of Japan (which term as
used herein means any person resident in Japan, including any corporation or other
entity organized under the laws of Japan), or to others for re-offering or
resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from
the registration requirements of, and otherwise in compliance with,
the Financial Instruments and Exchange Law and any other applicable
laws, regulations and ministerial guidelines of Japan.
Singapore. The
prospectus has not been registered as a prospectus with the
Monetary Authority of Singapore.
Accordingly, and if the Issuer has not notified the dealer(s) on
the classification of the New Notes under and pursuant to Section
309(B)(1) of the Securities and Futures Act, Chapter 289 Singapore
(the "SFA"), The prospectus and any other document or material in
connection with the offer or sale, or invitation for subscription
or purchase, of the New Notes may not be circulated or distributed,
nor may the New Notes be offered or sold, or be made the subject of
an invitation for subscription or purchase, whether directly or
indirectly, to persons in Singapore other than (i) to an institutional
investor under Section 274 of Chapter 289 of the SFA, (ii) to a
relevant person, or any person pursuant to Section 275(1A), and in
accordance with the conditions, specified in Section 275 of the SFA
or (iii) otherwise pursuant to, and in accordance with the
conditions of, any other applicable provision of the SFA.
Where the New Notes are subscribed or purchased under Section
275 of the SFA by a relevant person which is: (a) a corporation
(which is not an accredited investor) the sole business of which is
to hold investments and the entire share capital of which is owned
by one or more individuals, each of whom is an accredited investor;
or (b) a trust (where the trustee is not an accredited investor)
whose sole purpose is to hold investments and each beneficiary is
an accredited investor, shares, debentures and units of shares and
debentures of that corporation or the beneficiaries' rights and
interest in that trust shall not be transferable for six months
after that corporation or that trust has acquired the New Notes
under Section 275 except: (1) to an institutional investor under
Section 274 of the SFA or to a relevant person, or any person
pursuant to Section 275(1A), and in accordance with the conditions,
specified in Section 275 of the SFA; (2) where no consideration is
given for the transfer; or (3) by operation of law.
Singapore Securities and Futures Act Product
Classification—Solely for the purposes of its obligations pursuant
to sections 309B(1)(a) and
309B(1)(c) of the SFA, the Company
has determined, and hereby notifies all relevant persons (as
defined in Section 309A of the SFA) that the shares are "prescribed
capital markets products" (as defined in the Securities and Futures
(Capital Markets Products) Regulations 2018) and Excluded
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on
the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
Further information:
BP press office,
London: +44 (0)20 7496 4076,
bppress@bp.com
BP press office, Houston: +1 281
366 4463, uspress@bp.com
Cautionary Statement:
In order to utilize the
'safe harbor' provisions of the United States Private Securities
Litigation Reform Act of 1995 (the 'PSLRA') and the general
doctrine of cautionary statements, BP is providing the following
cautionary statement. This press release contains certain
forward-looking statements – that is, statements related to future,
not past events and circumstances – which may relate to one or more
of the financial condition, results of operations and businesses of
BP and certain of the plans and objectives of BP with respect to
these items. These statements are generally, but not always,
identified by the use of words such as 'will', 'expects', 'is
expected to', 'aims', 'should', 'may', 'objective', 'is likely to',
'intends', 'believes', 'anticipates', 'plans', 'we see' or similar
expressions. Actual results may differ from those expressed
in such statements, depending on a variety of factors including the
risk factors set forth in our most recent Annual Report and Form
20-F under "Risk factors" and in any of our more recent public
reports.
Our most recent Annual Report and Form 20-F and other period
filings are available on our website at www.bp.com, or can be
obtained from the SEC by calling 1-800-SEC-0330 or on its website
at www.sec.gov.
View original
content:http://www.prnewswire.com/news-releases/bp-capital-markets-america-inc-commences-any-and-all-exchange-offers-of-up-to-twenty-three-series-of-usd-notes-issued-by-bp-capital-markets-plc-300750233.html
SOURCE BP p.l.c.