Result of Tender Offer for 2025 Notes

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 Reg S Notes	CUSIP / ISIN	Final Acceptance 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: [phone] Email: [e-mail]

STANDARD CHARTERED BANK

1 Basinghall Avenue London EC2V 5DD United Kingdom Attention: Liability Management Telephone: [phone] Email: [e-mail]

INFORMATION AND TENDER AGENT

MORROW SODALI LIMITED
In Hong Kong: The Hive 33-35 Hillier Street Sheung Wan Hong Kong Telephone: [phone]	In London: 103 Wigmore Street London W1U 1QS United Kingdom Telephone: [phone]
Email: [e-mail] 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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