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RNS Number : 2133G

Tullow Oil PLC

27 January 2010

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER STATE OR JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

Tullow Oil plc

27 January 2010

Tullow Oil plc ("Tullow" or the "Company") announces the successful Placing of  80.4  million new ordinary shares at a Placing Price of 1,150 pence per share

Tullow announces the completion of the placing announced earlier today (the "Placing"). A total of 80,431,796 new ordinary shares (the "Placing Shares") have been placed with institutions at a price of 1,150 pence per Placing Share (the "Placing Price"). Based on the Placing Price, the gross proceeds of the Placing will be £925 million. The Placing Shares being issued represent an increase of approximately 9.99 per cent. in Tullow's existing issued share capital.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 10 pence each in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares.

Applications have been made for the Placing Shares to be admitted to the Official List of the Financial Services Authority and for admission to trading by London Stock Exchange plc on its main market for listed securities and trading on the Irish Stock Exchange ("Admission"). Admission is expected to take place, settlement to occur and dealing in the Placing Shares to commence by 8.00am on  1 February 2010.

Merrill Lynch International ("BofA Merrill Lynch") and RBS Hoare Govett Limited ("RBS Hoare Govett") are acting as joint global co-ordinators and joint bookrunners (the "Joint Global Co-ordinators"). BNP Paribas and Calyon are acting as joint bookrunners (together with the Joint Global Co-ordinators the "Joint Bookrunners"). Natixis is acting as co-lead manager (together with the Joint Bookrunners, the "Banks"). The Placing is conditional on Admission and certain other conditions as referred to in the announcement of the Placing made earlier today.

Enquiries (analysts and investors only)

Tullow
Aidan Heavey, Chief Executive Officer	[phone]
Ian Springett, Chief Financial Officer
Chris Perry, Head of Investor Relations
BofA Merrill Lynch
Andrew Osborne	[phone]
Rupert Hume-Kendall
RBS Hoare Govett
Andrew Foster	[phone]
Jeremy Thompson

This announcement contains (or may contain) certain forward-looking statements with respect to certain of Tullow's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. Tullow cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. Examples of forward-looking statements include, amongst others, statements regarding Tullow's oil and gas contingent reserves, future financial position, income growth, impairment charges, business strategy, projected levels of growth in the banking and financial markets, projected costs, estimates of capital expenditure, and plans, dividend growth and objectives for future operations of Tullow and other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, UK domestic and global economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition - a number of which factors are beyond Tullow's control. As a result, Tullow's actual future results may differ materially from the plans, goals, and expectations set forth in Tullow's forward-looking statements. Any forward-looking statements made herein by or on behalf of Tullow speak only as of the date they are made. Except as required by the Financial Services Authority ("FSA"), London Stock Exchange plc, the Irish Stock Exchange or applicable law, Tullow expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in Tullow's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. 

This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This announcement has been issued by and is the sole responsibility of Tullow.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Banks or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

BofA Merrill Lynch, which is authorised and regulated in the United Kingdom by the FSA, is acting for Tullow and for no-one else in connection with the Placing, and will not be responsible to anyone other than Tullow for providing the protections afforded to customers of Merrill Lynch International or for providing advice to any other person in relation to the Placing or any other matter referred to herein.

RBS Hoare Govett, which is authorised and regulated in the United Kingdom by the FSA, is acting for Tullow and for no-one else in connection with the Placing, and will not be responsible to anyone other than Tullow for providing the protections afforded to customers of RBS Hoare Govett nor for providing advice to any other person in relation to the Placing or any other matter referred to herein. 

BNP Paribas London Branch is authorised by CECEI and supervised by the Commission Bancaire; it is authorised and subject to limited regulation by the FSA. Details of the extent of its authorisation and regulation by the FSA are available on request. BNP Paribas is acting for Tullow and for no-one else in connection with the Placing, and will not be responsible to anyone other than Tullow for providing the protections afforded to customers of BNP Paribas nor for providing advice to any other person in relation to the Placing or any other matter referred to herein. 

Calyon London Branch is authorised by CECEI and supervised by the Commission Bancaire; it is authorised and subject to limited regulation by the FSA. Details of the extent of its authorisation and regulation by the FSA are available on request. Calyon is acting for Tullow and for no-one else in connection with the Placing, and will not be responsible to anyone other than Tullow for providing the protections afforded to customers of Calyon nor for providing advice to any other person in relation to the Placing or any other matter referred to herein. 

Natixis London Branch is authorised by CECEI and supervised by the Commission Bancaire; it is authorised and subject to limited regulation by the FSA. Details of the extent of its authorisation and regulation by the FSA are available on request. Natixis is acting for Tullow and for no-one else in connection with the Placing, and will not be responsible to anyone other than Tullow for providing the protections afforded to customers of Natixis S.A. nor for providing advice to any other person in relation to the Placing or any other matter referred to herein. 

The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by Tullow or the Banks that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Tullow or the Banks to inform themselves about, and to observe such restrictions.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for shares in the capital of Tullow in the United States, Canada, Australia or Japan or any jurisdiction in which such an offer or solicitation is unlawful. In particular, the Placing Shares referred to in this announcement have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act").and may not be offered or sold in the United States absent registration or an exemption from the registration requirements under the Securities Act. The Placing Shares referred to in this announcement are being offered and sold outside the United States in accordance with Regulation S under the Securities Act and in the United States to "qualified institutional buyers" in accordance with the exemption from registration under the Securities Act for transactions by an issuer not involving a public offering.  

 

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