TIDMTLW
RNS Number : 1754D
Tullow Oil PLC
19 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 Oil plc
Result of Tender Offer for 2025 Notes
June 19, 2023 - Tullow Oil plc (the "Company" or "Tullow")
announces the results of its offer to purchase a portion of its
outstanding $800,000,000 7.00% Senior Notes due 2025 bearing ISIN :
USG91237AA8 and CUSIP: G91237AA8 (the "Reg S Notes") for cash (the
"Offer"), which was announced on June 12, 2023, on the terms and
subject to the conditions set out in the tender offer memorandum
dated June 12, 2023 (the "Offer to Purchase") prepared in
accordance with the Offer. Capitalized terms used and not otherwise
defined in this announcement have the meanings ascribed to them in
the Offer to Purchase.
Tullow has increased the aggregate Tender Consideration to
$99,999,182.50.
The Final Acceptance Amount, representing the final aggregate
principal amount of Reg S Notes accepted for Purchase by the
Company pursuant to the Offer, is $ 166,537,000.
Tullow will use approximately $100.0 million of cash on balance
sheet to fund the purchase of $166.5 million in aggregate principal
amount of Reg S Notes. This transaction delivers a value accretion
of $86.3 million from a combination of $66.5 million net debt
reduction and coupon savings to maturity of $19.8 million.
Tullow elects to set the Maximum Purchase Price, as determined
pursuant to the Unmodified Dutch Auction Procedure, at 65.00%,
achieving a weighted average purchase price of 60.05%. The weighted
average price of tender offers not accepted for purchase is
74.64%.
Richard Miller, Chief Financial Officer, commented today:
"This transaction, which demonstrates our confidence in the
business, is an important step in addressing our debt maturities.
We have reduced gross debt by $266 million this year through this
transaction and the annual amortisation of the 2026 Notes, and we
have accelerated our deleveraging trajectory. We continue to
progress a range of options to address the remainder of the 2025
Notes, and with the start-up of the Jubilee South East development
around mid-year we will generate material free cash flow in the
second half of the year and beyond."
Full details of the results of the Offer are as follows:
Description of the Final Acceptance
Reg S Notes CUSIP / ISIN Amount
------------------------ --------------------------- ------------------
7.00% Senior Notes
due 2025 represented
by the Regulation
S Global Notes G91237AA8 / USG91237AA87 $166,537,000
As the aggregate principal amount of the Reg S Notes validly
tendered up to and including the Maximum Purchase Price is above
the Final Acceptance Amount, the Company has accepted for purchase
Reg S Notes tendered at the Maximum Purchase Price subject to a
Scaling Factor of 86.999%. In the event of any scaling on a pro
rata basis where 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 has elected to accept such Tender
Instructions in full, without applying a Scaling Factor.
The Settlement Date for the Offer is expected to be June 20,
2023. Notes accepted for purchase by the Company pursuant to the
Offer will be retired and cancelled.
Investor Contact Information
For further details, please read the Offer to Purchase, which is
available, subject to eligibility and registration, on the Tender
Offer Website: https://projects.morrowsodali.com/tullowoil .
Questions about the terms of the Offer should be directed to the
Dealer Manager.
Beneficial owners of the 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
Tender Offer Website: 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.
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END
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