HONG KONG, April 28, 2015 /CNW/ -- CNOOC Limited (the
"Company", NYSE: CEO, SEHK: 00883, TSX: CNU) announced on
April 28, 2015 (New York time) the pricing of an offering of
US$3,800,000,000 aggregate principal
amount of guaranteed notes. The offering consists of US$1,500,000,000 of 2.625% guaranteed notes due
2020 (the "2020 Notes"), US$2,000,000,000 of 3.500% guaranteed notes due
2025 (the "2025 Notes"), and US$300,000,000 of 4.200% guaranteed notes due
2045 (the "2045 Notes"). The 2020 Notes and 2045 Notes
(collectively, the "Australian Issuer Notes") will be issued by
CNOOC Finance (2015) Australia Pty Ltd, an indirect wholly-owned
subsidiary of the Company incorporated in Victoria, Australia, and the 2025 Notes (the
"Delaware Issuer Notes") will be issued by CNOOC Finance (2015)
U.S.A. LLC, an indirect
wholly-owned subsidiary of the Company formed in Delaware, U.S.A. The Australian Issuer Notes
and the Delaware Issuer Notes are collectively referred to as the
Notes. The Notes will be guaranteed by the Company.
Logo: http://www.prnasia.com/sa/200701301659.jpg
The net proceeds from this offering are expected to be
approximately US$3,765.1 million. The
proceeds will be used for general corporate purposes.
Application has been made to The Stock Exchange of Hong Kong
Limited for listing of, and permission to deal in, the Notes by way
of debt issue to professional investors only. Listing of the Notes
on The Stock Exchange of Hong Kong Limited is not to be taken as an
indication of the merits of the Notes, the Company, CNOOC Finance
(2015) Australia Pty Ltd or CNOOC Finance (2015) U.S.A. LLC.
BOCI Asia Limited, Citigroup
Global Markets Inc., Credit Suisse Securities (USA) LLC and Goldman Sachs (Asia) L.L.C. are the joint global
coordinators, joint lead managers and joint bookrunners for the
offering. Merrill Lynch, Pierce, Fenner & Smith Incorporated,
China International Capital Corporation Hong Kong Securities
Limited, ICBC International Securities Limited, J.P. Morgan Securities LLC, Morgan Stanley
& Co. International plc, Société Générale and Standard
Chartered Bank are the joint bookrunners for the offering.
The offering of the Notes is made pursuant to the Company's
shelf registration statement on Form F-3 (File No. 333-188261)
filed with the United States Securities and Exchange Commission
(the "US SEC") on May 1, 2013, as
amended by the post-effective amendment No. 1 to the registration
statement filed with the US SEC on April 22,
2014, and by the post-effective amendment No. 2 to the
registration statement filed with the US SEC on April 27 2015. A preliminary prospectus
supplement and accompanying prospectus have been filed with the US
SEC in connection with this offering. The offering may only be made
by means of the prospectus supplement and accompanying prospectus.
Copies of the prospectus supplement and the accompanying prospectus
may be obtained from Citigroup Global Markets Inc., c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone:
1-800-831-9146; Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10010-3629, United States of America, telephone:
1-212-325-2000; Prospectus Department, Goldman Sachs & Co, 200
West Street, New York, NY 10282,
telephone: 1-866-471-2526 / 1-212-902-9316; Merrill Lynch, Pierce,
Fenner & Smith Incorporated, One Bryant
Park, New York, NY 10036,
United States of America, with a
copy to: Merrill Lynch, Pierce, Fenner & Smith Incorporated, 50
Rockefeller Plaza, New York, NY
10020, United States of America;
China International Capital Corporation Hong Kong Securities
Limited, 29th Floor, One International Finance Centre, 1 Harbour
View Street, Central, Hong Kong;
ICBC International Securities Limited, 37/F, ICBC Tower, 3 Garden
Road, Hong Kong; J.P. Morgan
Securities LLC, 383 Madison Avenue, New
York, New York 10179, Fax: +1 212 834 6081, Attn: Investment
Grade Finance; Morgan Stanley & Co. International plc,
Prospectus Department, Morgan Stanley & Co. LLC, 180 Varick
Street, New York, NY 10014;
Société Générale, 29, boulevard Haussmann, 75009 Paris France; or
Standard Chartered Bank, Marina Bay Financial Centre, Tower 1, 8
Marina Boulevard, Level 20, Singapore 018981, Facsimile: +65 6535 1931,
Attention: Capital Markets.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of the Notes, nor will there be
any sale of the Notes in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About CNOOC Limited
CNOOC Limited is the largest producer of offshore crude oil and
natural gas in China and one of
the largest independent oil and gas exploration and production
companies in the world. CNOOC Limited mainly engages in
exploration, development, production and sale of crude oil and
natural gas.
Forward-Looking Statements
This press release includes "forward-looking statements"
within the meaning of the United States Private Securities
Litigation Reform Act of 1995, including, without limitation, the
statements regarding the offering of the notes and the use of
proceeds therefrom in connection with the offering, which are
subject to inherent risks and uncertainties. The words "expect",
"anticipate", "continue", "estimate", "objective", "ongoing",
"may", "will", "project", "should", "believe", "plans", "intends"
and similar expressions are intended to identify such
forward-looking statements. These statements are based on
assumptions and analyses made by the Company in light of its
experience and its perception of historical trends, current
conditions and expected future developments, as well as other
factors the Company believes are appropriate under the
circumstances. However, whether actual results and developments
will meet the expectations and predictions of the Company depends
on a number of risks and uncertainties which could cause the actual
results, performance and financial condition to differ materially
from the Company's expectations, including those associated with
fluctuations in crude oil and natural gas prices, the exploration
or development activities, the capital expenditure requirements,
the business strategy, whether the transactions entered into by the
Group can complete on schedule pursuant to its terms and timetable
or at all, the highly competitive nature of the oil and natural gas
industries, the foreign operations, environmental liabilities and
compliance requirements, and economic and political conditions in
the People's Republic of China.
For a description of these and other risks and uncertainties,
please see the documents the Company files from time to time with
the United States Securities and Exchange Commission, including the
2014 Annual Report on Form 20-F filed on April 22, 2015.
Consequently, all of the forward-looking statements made in
this press release are qualified by these cautionary statements.
The Company cannot assure that the proposed offering and the
related transactions will be completed or, even if completed, that
they will have the expected effect on the Company, its business or
operations.
For further enquiries, please contact:
Ms. Michelle Zhang
Deputy Manager, Media / Public Relations
CNOOC Limited
Tel: +86-10-8452-6642
Fax: +86-10-8452-1441
E-mail: MR@cnooc.com.cn
Ms. Cathy Zhang
Hill+Knowlton Strategies Asia
Tel: +852-2894 6211
Fax: +852-2576 1990
E-mail: cathy.zhang@hkstrategies.com
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SOURCE CNOOC Limited