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 OR REGULATIONS OF THAT
JURISDICTION
THIS IS AN
ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE")
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE
RELEASE
17 December
2024
Statement
regarding possible offer for Tullow Oil plc
Further to the announcements made by Tullow Oil
plc ("Tullow") and Kosmos
Energy Ltd. ("Kosmos") in
relation to very preliminary discussions about Kosmos' possible
offer for Tullow, Kosmos now confirms that it does not intend to
make a firm offer for Tullow at this time and is consequently bound
by the restrictions under Rule 2.8 of the Code, save in the
circumstances set out below.
This is a statement to which Rule 2.8 of the
Code applies. As is customary, Kosmos reserves the right to set
aside this statement in the following circumstances that are
described under Note 2 to
Rule 2.8 of the Code:
(a) the Board of Directors of Tullow
agreeing to this statement being set aside;
(b) a third party announcing a firm
intention to make an offer for Tullow;
(c) Tullow announcing a Rule 9 waiver
proposal (as described in Note 1 of the Notes on Dispensations from
Rule 9 of the Code) or a reverse takeover (as defined in the Code);
or
(d) the UK Panel on Takeovers and Mergers
(the "Panel") determining
that there has been a material change of circumstances.
ENQUIRIES
|
Kosmos
|
|
|
Jamie Buckland,
Investor Relations
Thomas Golembeski,
Media Relations
Brunswick
Group LLP
Stuart Donnelly
Chris Thompson
|
+44 (0)
203 954 2831
+1-214-445-9674
+44 (0) 20
7404 5959
|
|
Evercore
(Financial Adviser to Kosmos)
|
+44
(0) 20 7653 6000
|
|
David Waring
Ed Banks
Hugo Baker
Julien Baril
|
|
ABOUT
KOSMOS
Kosmos is a full cycle deepwater,
independent oil and gas exploration and production company focused
along the offshore Atlantic Margins. Our key assets include
production offshore Ghana, Equatorial Guinea and the U.S. Gulf of
Mexico, as well as a world-class gas development offshore
Mauritania and Senegal. We also pursue a proven basin exploration
program in Equatorial Guinea and the U.S. Gulf of Mexico. Kosmos is
listed on the New York Stock Exchange and London Stock Exchange and
is traded under the ticker symbol KOS. As an ethical and transparent
company, Kosmos is committed to doing things the right way. The
Company's Business Principles articulate our commitment to
transparency, ethics, human rights, safety and the environment.
Read more about this commitment in our Corporate Responsibility
Report. For additional information, visit
www.kosmosenergy.com.
RULE 9 WAIVER
PROPOSAL AND REVERSE TAKEOVER
A Rule 9 waiver proposal is where the Panel is
asked to waive the obligation to make an offer under Rule 9 of the
Code which would otherwise arise where, as a result of the issue of
new securities as consideration for an acquisition or a cash
subscription or in fulfilment of obligations under an agreement to
underwrite the issue of new securities, a person or group of
persons acting in concert acquires an interest, or interests, in
shares which carry 30% or more of the voting rights of a company
(to which the Code applies).
A transaction will be a reverse takeover if an
offeror (being a company to which the Code applies) might as a
result need to increase its existing issued voting equity share
capital by more than 100%.
PUBLICATION ON
A WEBSITE
In accordance with Rule 26.1 of the Code, a
copy of this announcement will be made available on
www.kosmosenergy.com no later than 12 noon (London time) on
the business day following the date of this announcement. The
content of the website referred to above is not incorporated into
and does not form part of this announcement.
The person responsible for arranging for the
release of this announcement on behalf of Kosmos is
Josh Marion.