TIDMTLW
RNS Number : 8539Z
Tullow Oil PLC
17 March 2017
News Release
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, HONG KONG, JAPAN, NEW ZEALAND, GHANA,
THE PEOPLE'S REPUBLIC OF CHINA, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR
BREACH OF ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICE
BELOW.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL
CONSTITUTE AN OFFERING OF NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW
ORDINARY SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED
AS A TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO
PURCHASE, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, SELL OR DISPOSE OF
ANY NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW ORDINARY SHARES MUST
BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND
INCORPORATED BY REFERENCE INTO THE PROSPECTUS PUBLISHED TODAY IN
CONNECTION WITH THE RIGHTS ISSUE. COPIES OF THE PROSPECTUS WILL
SHORTLY BE AVAILABLE FROM THE REGISTERED OFFICE OF TULLOW OIL PLC
AND ON ITS WEBSITE AT WWW.TULLOWOIL.COM.
Tullow Oil plc
Publication of Prospectus
17 March 2017 - Further to the announcement earlier today by
Tullow Oil plc (the "Company") regarding the fully underwritten
Rights Issue to raise approximately GBP607 million (equivalent to
$750 million at an exchange rate of GBP1.00 = $1.2363 on 16 March
2017) (before expenses), the Company announces that the Prospectus
in relation to the Rights Issue has been approved by the UK Listing
Authority.
Subject to certain exceptions, Shareholders will shortly be sent
a copy of the Prospectus or notification of the availability of the
Prospectus. The Prospectus will also be made available on the
Company's website, www.tullowoil.com, and will be submitted to the
National Storage Mechanism where it will be available for
inspection at www.morningstar.co.uk/uk/NSM. The Prospectus is not,
subject to certain exceptions, available (whether through the
Company's website or otherwise) to Shareholders in the United
States or any of the Restricted Territories.
The Prospectus will also be notified, in compliance with
applicable passporting procedures, by the UK Listing Authority to
the Central Bank of Ireland for use in Ireland.
Copies of the Prospectus will be available for inspection during
normal business hours on any Business Day, free of charge, at the
registered office of the Company at 9 Chiswick Park, 566 Chiswick
High Road, London W4 5XT and at the offices of Dickson Minto W.S.
at Broadgate Tower, 20 Primrose Street, London EC2A 2EW up to and
including the date of Admission.
FOR FURTHER INFORMATION CONTACT:
Tullow Oil plc
+44 (0) 20 3249 9000
Aidan Heavey, Chief Executive Officer and Chairman-designate
Paul McDade, Chief Operating Officer and Chief Executive
Officer-designate
Chris Perry / Nicola Rogers (Investors)
George Cazenove / Anna Brog (Media)
Barclays
Joint Global Coordinator, Joint Bookrunner, Joint Sponsor and
Joint Corporate Broker
+44 (0) 207 623 2323
Bertie Whitehead
Tom Macdonald
Michael Powell
J.P. Morgan Cazenove
Joint Global Coordinator, Joint Bookrunner and Joint Sponsor
+44 (0) 207 742 4000
Colin Carscadden
Alex Watkins
Laurene Danon
Morgan Stanley
Joint Bookrunner and Joint Corporate Broker
+44 (0) 207 425 8000
Andrew Foster
Tom Perry
Davy
Irish Sponsor and Irish Broker
+ 353 1 679 6363
John Frain
Roland French
Barry Murphy
Murray Consultants (Dublin)
+ 353 1 498 0300
Pat Walsh
Joe Heron
IMPORTANT NOTICE
Defined terms used in the announcement published by the Company
earlier today in respect of the Rights Issue shall have the same
meanings when used in this announcement unless the context requires
otherwise.
This announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. No reliance may or should be placed by any
person for any purpose whatsoever on the information contained in
this announcement or on its accuracy or completeness, whether in
connection with any investment contract or decision or otherwise.
The information in this announcement is subject to change.
This announcement is not a prospectus but an advertisement and
investors should not acquire any Nil Paid Rights, Fully Paid Rights
or New Ordinary Shares referred to in this announcement except on
the basis of the information contained in the Prospectus published
today by the Company in connection with the Rights Issue. The
Prospectus provides further details of the New Ordinary Shares, the
Nil Paid Rights and the Fully Paid Rights being offered pursuant to
the Rights Issue.
The Prospectus is not, subject to certain exceptions, available
(whether through the Company's website or otherwise) to
Shareholders in the United States or any of the Restricted
Territories. Neither the content of the Company's website nor any
website accessible by hyperlinks on the Company's website is
incorporated in, or forms part of, this announcement.
This announcement does not contain, constitute or form part of
any offer or invitation to sell or issue, or any solicitation of
any offer to acquire, Nil Paid Rights, Fully Paid Rights or New
Ordinary Shares. The Nil Paid Rights, the Fully Paid Rights, the
New Ordinary Shares and the Provisional Allotment Letters will not
be registered or qualified for distribution to the public in the
United States or under the securities laws of any Restricted
Territory and may not be offered, sold, taken up, exercised,
resold, renounced, delivered, distributed or otherwise transferred,
directly or indirectly, in, into, within or from such jurisdictions
except pursuant to an applicable exemption from, and in compliance
with, any applicable securities laws and any specific procedures
that are adopted by Tullow with respect to the United States or a
particular Restricted Territory. Save as explicitly set out in the
Prospectus, there will be no public offer of the Nil Paid Rights,
the Fully Paid Rights or the New Ordinary Shares in the United
States or any Restricted Territory or any other jurisdiction where
doing so may constitute a violation of the registration or other
local securities laws or regulations of such jurisdiction.
The Nil Paid Rights, the Fully Paid Rights, the New Ordinary
Shares, the Provisional Allotment Letters, the Prospectus and this
announcement have not been approved or disapproved by the United
States Securities and Exchange Commission, any state securities
commission in the United States or any other United States
regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of the offering of the Nil Paid
Rights, the Fully Paid Rights, the New Ordinary Shares, the
Provisional Allotment Letters or the Rights Issue or the accuracy
or adequacy of the Prospectus or any other offering document. Any
representation to the contrary is a criminal offence in the United
States.
The Nil Paid Rights, the Fully Paid Rights, the New Ordinary
Shares and the Provisional Allotment Letters have not been, and
will not be, registered under the Securities Act or the relevant
laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold, pledged, taken up, transferred,
delivered or distributed, directly or indirectly, into, in or
within the United States except pursuant to an applicable exemption
from such registration requirements. There will be no public offer
of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary
Shares or the Provisional Allotment Letters in the United
States.
It is expected that the Prospectus will be passported into
Ireland. However, there will be no public offer of the Nil Paid
Rights, the Fully Paid Rights or the New Ordinary Shares in
Ireland, and Ireland shall be deemed to be a Restricted Territory
for the purposes of the Prospectus and the Rights Issue, until the
Prospectus has been passported into Ireland.
The Nil Paid Rights, the Fully Paid Rights, the New Ordinary
Shares and the Provisional Allotment Letters have not been, and
will not be, registered under the applicable securities laws of any
Restricted Territory. Accordingly, subject to certain exceptions,
the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares
and the Provisional Allotment Letters may not be offered, sold,
resold, pledged, taken up, transferred, delivered or distributed,
directly or indirectly, into, in or within any Restricted Territory
or to, or for the account or benefit of, any person who is located
in or a resident of a Restricted Territory.
The information contained in this announcement is not for
release, publication or distribution in whole or in part, directly
or indirectly, in or into the United States, the Restricted
Territories or any other jurisdiction where to do so might
constitute a violation or breach of any applicable law. The
release, publication or distribution of this announcement, the
Prospectus and the Provisional Allotment Letters, in whole or in
part, in jurisdictions other than the United Kingdom and Ireland
may be restricted by law and, therefore, any persons who are
subject to the laws of any jurisdiction other than the United
Kingdom or Ireland should inform themselves about, and observe, any
applicable requirements. Failure to comply with any such
restrictions or requirements may constitute a violation of the
securities laws of any such jurisdiction. In particular, subject to
certain exceptions, this announcement, the Prospectus and the
Provisional Allotment Letters (once published) should not be
distributed, forwarded to or transmitted in or into the United
States or any Restricted Territory.
Recipients of this announcement and/or the Prospectus should
conduct their own investigation, evaluation and analysis of the
business and information described in this announcement and/or the
Prospectus. This announcement does not constitute a recommendation
concerning any investor's options with respect to the Rights Issue.
The price and value of securities can go down as well as up. Past
performance is not a guide to future performance. The contents of
this announcement are not to be construed as legal, business,
financial or tax advice. Each Shareholder or prospective investor
should consult his, her or its own financial, legal or tax adviser
for financial, legal or tax advice.
Barclays Bank PLC, acting through its investment bank
("Barclays"), J.P. Morgan Securities plc (which conducts its UK
investment banking business as J.P. Morgan Cazenove, "J.P. Morgan
Cazenove"), Morgan Stanley & Co. International plc ("Morgan
Stanley") and Nedbank Limited, acting through its corporate and
investment bank ("Nedbank"), are each authorised by the Prudential
Regulation Authority (the "PRA") in the United Kingdom and
regulated by the PRA and the Financial Conduct Authority (the
"FCA"). BNP Paribas ("BNP Paribas"), Crédit Agricole Corporate and
Investment Bank ("Crédit Agricole CIB"), Société Générale ("Société
Générale") and Natixis ("Natixis") are French credit institutions
authorised and supervised by the European Central Bank (the "ECB")
and the Autorité de Contrôle Prudentiel et de Résolution (the
"ACPR") and regulated by the Autorité des Marchés Financiers (the
"AMF") in France. DNB Markets ("DNB Markets") is a part of DNB Bank
ASA which is authorised by Finanstilsynet in Norway and subject to
limited regulation by the FCA and PRA in the United Kingdom and
carries on banking and investment services in the United Kingdom
through DNB Bank ASA, London Branch. ING Bank N.V. ("ING") is
authorised and regulated by the Dutch Central Bank (De
Nederlandsche Bank) and the ECB. J&E Davy ("Davy") is
authorised and regulated in Ireland by the Central Bank of Ireland.
Each of Barclays, J.P. Morgan Cazenove, Morgan Stanley, Nedbank,
BNP Paribas, Crédit Agricole CIB, Société Générale, DNB Markets,
ING, Natixis and Davy is acting for Tullow and no one else in
connection with the Rights Issue and will not regard any other
person as its client in connection with the Rights Issue and will
not be responsible to anyone other than Tullow for providing the
protections afforded to its clients nor for giving advice in
relation to the Rights Issue or any arrangement referred to, or
information contained, in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on the Underwriters, the Co-Lead Managers and the
Irish Sponsor by FSMA, or the regulatory regime established
thereunder, or under the regulatory regime of any other
jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, none of
the Underwriters, the Co-Lead Managers nor the Irish Sponsor nor
any of their respective affiliates, directors, officers, employees
or advisers accept any responsibility whatsoever and make no
representation or warranty, express or implied, for the contents of
this announcement, including its accuracy, completeness or
verification or for any other statement made or purported to be
made by any of them, or on behalf of them, in connection with
Tullow, the Existing Ordinary Shares, the Nil Paid Rights, the
Fully Paid Rights, the New Ordinary Shares or the Rights Issue and
nothing contained in this announcement is or shall be relied upon
as a promise or representation in this respect, whether as to the
past or future. Each of the Underwriters, the Co-Lead Managers, the
Irish Sponsor and their respective affiliates, directors, officers,
employees or advisers accordingly disclaim, to the fullest extent
permitted by applicable law, all and any liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to
above) which any of them might otherwise have in respect of this
announcement or any such statement.
The Underwriters and the Co-Lead Managers and their respective
affiliates have from time to time engaged in, and may in the future
engage in, various commercial banking, investment banking and
financial advisory transactions and services in the ordinary course
of their business with the Company. They have received and will
receive customary fees and commissions for these transactions and
services. In addition, Barclays Bank PLC, an affiliate of J.P.
Morgan Cazenove, the Co-Bookrunners, DNB Bank ASA, ING, Natixis and
Nedbank are each lenders under the RBL Facilities and the Corporate
Facility, an affiliate of Morgan Stanley is a lender under the RBL
Facilities, Barclays Bank PLC and an affiliate of J.P. Morgan
Cazenove are lenders under the Senior Corporate Facility and BNP
Paribas, Crédit Agricole CIB, DNB Bank ASA and an affiliate of ING
are lenders under the Norwegian Facility, and each such entity may
have performed its own credit analysis on the Company and to the
extent the proceeds of the Rights Issue are used to repay any of
such facilities, may receive a portion of those proceeds in
connection with such repayment.
No person has been authorised to give any information or make
any representations other than those contained in this
announcement, the Prospectus and the Provisional Allotment Letters
and, if given or made, such information or representations must not
be relied upon as having been authorised by Tullow, the
Underwriters, the Co-Lead Managers or by the Irish Sponsor. Without
prejudice to any legal or regulatory obligation on Tullow to
publish a supplementary prospectus pursuant to section 87G of FSMA
and Rule 3.4 of the Prospectus Rules, neither the publication of
this announcement nor the Prospectus nor any subscription or sale
made under the Prospectus shall, under any circumstances, create
any implication that there has been no change in the affairs of
Tullow since the date of this announcement or the Prospectus or
that the information in this announcement or the Prospectus is
correct as at any time subsequent to its date.
The Underwriters, the Co-Lead Managers, the Irish Sponsor and
any of their respective affiliates, acting as an investor for its
or their own account, may, in accordance with applicable legal and
regulatory provisions and subject to the Underwriting Agreement,
engage in transactions in relation to the Nil Paid Rights, the
Fully Paid Rights, the New Ordinary Shares and/or related
instruments for their own account in connection with the Rights
Issue or otherwise. Accordingly, references in the Prospectus to
the Nil Paid Rights, the Fully Paid Rights and/or the New Ordinary
Shares being issued, offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue or offer
to, or subscription, acquisition, placing or dealing by, the
Underwriters, the Co-Lead Managers, the Irish Sponsor and any of
their respective affiliates acting as investors for their own
account. Except as required by applicable law or regulation, the
Underwriters, the Co-Lead Managers and the Irish Sponsor do not
propose to make
any public disclosure in relation to such transactions. In
addition, the Underwriters, the Co-Lead Managers, the Irish Sponsor
or their respective affiliates may enter into financing
arrangements (including swaps or contracts for difference) with
investors in connection with which the Underwriters, the Co-Lead
Managers, the Irish Sponsor or their respective affiliates may from
time to time acquire, hold or dispose of Nil Paid Rights, Fully
Paid Rights and/or New Ordinary Shares.
This announcement provides a convenience translation of certain
pounds sterling amounts into US dollar amounts on 16 March 2017
based on the exchange rate of GBP1.00 = $1.2363, being the relevant
exchange rate published by Bloomberg as at 4.30 p.m. on 16 March
2017.
This information is provided by RNS
The company news service from the London Stock Exchange
END
PDIEALDXFSFXEFF
(END) Dow Jones Newswires
March 17, 2017 11:15 ET (15:15 GMT)
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