NEW
YORK, March 11, 2024 /PRNewswire/ -- BP p.l.c.
("BP") (NYSE: BP) (LSE: BP) today announced the early tender
results for the previously announced cash tender offer by its
wholly-owned subsidiary BP Capital Markets p.l.c. (the "Offeror")
to purchase for cash any validly tendered (and not validly
withdrawn) and accepted Notes up to an aggregate principal amount
of $1,300,000,000 (the "Offer Cap")
of Notes issued by the Offeror (the "Tender Offer"). The Tender
Offer is being made upon the terms and subject to the conditions
set forth in the offer to purchase dated February 26, 2024 (the "Offer to Purchase").
Terms not defined in this announcement have the meanings given to
them in the Offer to Purchase.
As of the previously announced early tender deadline of
5:00 p.m., New York City time, on Friday, March 8, 2024 (the "Early Tender Time"),
the Offeror has been advised by the Tender and Information Agent,
D.F. King & Co., that an
aggregate principal amount of $1,640,940,000 of Notes had been validly tendered
and not withdrawn in the Tender Offer, representing approximately
65.6% of the outstanding Notes. The withdrawal deadline relating to
the Tender Offer occurred at 5:00
p.m., New York City time,
on Friday, March 8, 2024 (the
"Withdrawal Deadline"). Notes previously tendered and not withdrawn
prior to the Withdrawal Deadline may no longer be withdrawn, except
as required by law.
The aggregate principal amount of Notes validly tendered (and
not validly withdrawn) exceeds the Offer Cap, and the Tender Offer
was therefore oversubscribed. Subject to the terms and conditions
of the Tender Offer and due to oversubscription, the Offeror will
accept Early Tender Notes validly tendered and not validly
withdrawn before the withdrawal deadline on a prorated basis, as
described in the Offer to Purchase. As a result and subject to the
terms and conditions of the Tender Offer, the Offeror will not
purchase any Late Tender Notes.
Notes purchased in the Tender Offer will be retired and
cancelled.
The "Total Consideration" per $1,000 principal amount of Notes validly tendered
and not validly withdrawn prior to the Early Tender Time and
accepted for purchase pursuant to the Tender Offer is $990.00. Holders of the Early Tender Notes will
receive the applicable Total Consideration, plus Accrued Interest
on such Notes from the last interest payment date up to, but not
including, the Early Settlement Date.
The Offeror has elected to exercise its right to have an early
settlement date. The settlement date for all Notes validly tendered
and not validly withdrawn prior to the Early Tender Time and
accepted for purchase is expected to be on March 12, 2024 (the "Early Settlement Date").
Copies of the Offer to Purchase are available to holders of the
Notes (each, a "Holder" and collectively, the "Holders") through
the Tender and Information Agent, D.F.
King & Co., Inc. by calling +1 (877) 896-3192 (toll
free) or +1 (212) 269-5550 (for banks and brokers).
The Lead Dealer
Managers for the Tender Offer are:
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MUFG Securities
Americas Inc.
1221 Avenue of the
Americas, 6th Floor
New York, NY
10020
Attention:
Liability Management
Telephone (U.S.
Collect): +1 (212) 405-7481
Telephone (U.S.
Toll-Free): +1 (877) 744-4532
Email:
DCM-LiabilityManagement@int.sc.mufg.jp
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TD Securities
(USA) LLC
1 Vanderbilt Avenue,
11th Floor
New York, NY
10017
Attention:
Liability Management Group
Telephone (U.S.
Collect): +1 (212) 827-2842
Telephone (U.S.
Toll-Free): +1 (866) 584 2096
Email:
LM@tdsecurities.com
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The Tender and
Information Agent for the Tender Offer is:
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D.F. King & Co.,
Inc.
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In New
York:
48 Wall Street,
22nd Floor
New York, NY
10005
United
States
Banks and brokers Call
Collect: +1 (212) 269-5550
All Other, Please Call
Toll-Free: +1 (877) 896-3192
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In
London:
65 Gresham
Street
London, EC2V
7NQ
United
Kingdom
Telephone: +44 (0) 20
7920 9700
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Email: BP@dfking.com
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By Facsimile
(Eligible Institutions Only):
Telephone: +1 (212) 709-3328
Confirmation: +1 (212) 269-5552
Attention: Michael Horthman
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By Mail, Overnight
Courier or Hand:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
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Non-U.S. Distribution Restrictions
Italy. None of
the Tender Offer, this Offer to Purchase or any other documents or
materials relating to the Tender Offer have been or will be
submitted to the clearance procedure of the Commissione
Nazionale per le Società e la Borsa ("CONSOB") pursuant to
Italian laws and regulations. The Tender Offer is being carried out
in the Republic of Italy
("Italy") as an exempt offer
pursuant to article 101-bis, paragraph 3-bis of the Legislative
Decree No. 58 of February 24, 1998,
as amended (the "Financial Services Act") and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended. Holders or beneficial
owners of the Notes that are resident or located in Italy can tender their Notes for purchase
through authorized persons (such as investment firms, banks or
financial intermediaries permitted to conduct such activities in
Italy in accordance with the
Financial Services Act, CONSOB Regulation No. 20307 of February 15, 2018, as amended, and Legislative
Decree No. 385 of September 1, 1993,
as amended) and in compliance with any other applicable laws and
regulations and with any requirements imposed by CONSOB or any
other Italian authority. Each intermediary must comply with the
applicable laws and regulations concerning information duties
vis-à-vis its clients in connection with the Notes or this
Offer to Purchase.
United Kingdom.
The communication of this Offer to Purchase and any other documents
or materials relating to the Tender Offer is not being made by and
such documents and/or materials have not been approved by an
"authorised person" for the purposes of section 21 of the Financial
Services and Markets Act 2000 (the "FSMA"). Accordingly, such
documents and/or materials are not being distributed to, and must
not be passed on to, the general public in the United Kingdom. The communication of such
documents and/or materials is exempt from the restriction on
financial promotions under section 21(1) of the FSMA on the basis
that it is only directed at and may only be communicated to: (1)
persons who are outside of the United
Kingdom; (2) investment professionals falling within the
definition contained in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial
Promotion Order"); (3) those persons who are existing members or
creditors of the Offeror or other persons falling within Article
43(2) of the Financial Promotion Order; or (4) any other persons to
whom such documents and/or materials may lawfully be communicated
in accordance with the Financial Promotion Order (all such persons
together being referred to as "relevant persons"). This Offer to
Purchase and any other documents or materials relating to the
Tender Offer is only available to relevant persons. Any person who
is not a relevant person should not act or rely on this document or
any of its contents.
France. The Tender Offer
is not being made, directly or indirectly, to the public in the
Republic of France. Neither this
Offer to Purchase nor any other document or material relating to
the Tender Offer has been or shall be distributed to the public in
the Republic of France other than
to qualified investors as defined in Article 2(e) of Regulation
(EU) 2017/1129 (the "Prospectus Regulation"). Neither this Offer to
Purchase nor any other documents or materials relating to the
Tender Offer have been or will be submitted for clearance to the
Autorité des marchés financiers.
Belgium.
Neither this Offer to Purchase nor any other documents or
materials relating to the Tender Offer has been, or will be,
submitted or notified to, or approved or recognized by, the Belgian
Financial Services and Markets Authority ("Autorité des
services et marchés financiers"/"Autoriteit voor Financiële
Diensten en Markten"). The Tender Offer is not being made in
Belgium by way of a public
offering within the meaning of Articles 3, §1, 1° and 6, §1 of the
Belgian Law of April 1, 2007 on
public takeover bids ("loi relative aux offres publiques
d'acquisition"/ "wet op de openbare overnamebiedingen"), as
amended or replaced from time to time. Accordingly, the Tender
Offer may not be, and is not being, advertised and the Tender Offer
will not be extended and this Offer to Purchase and any other
documents or materials relating to the Tender Offer (including any
memorandum, information circular, brochure or any similar
documents) may not, have not, and will not, be distributed or made
available, directly or indirectly, to any person in Belgium other than to "qualified investors"
("investisseur qualifié"/"gekwalificeerde belegger") within
the meaning of Article 2(e) of the Prospectus Regulation acting on
their own account. Insofar as Belgium is concerned, the Tender Offer is made
only to qualified investors, as this term is defined above.
Accordingly, the information contained in this Offer to Purchase or
in any other documents or materials relating to the Tender Offer
may not be used for any other purpose or disclosed or distributed
to any other person in Belgium.
Legal Notices
This announcement is for informational
purposes only and is not an offer to purchase, a solicitation of an
offer to purchase or a solicitation of consents with respect to any
securities. This announcement does not describe all the material
terms of the Tender Offer and no decision should be made by any
Holder on the basis of this announcement. The terms and conditions
of the Tender Offer are described in the Offer to Purchase. This
announcement must be read in conjunction with the Offer to
Purchase. The Offer to Purchase contains important information
which should be read carefully before any decision is made with
respect to the Tender Offer. If any Holder is in any doubt as to
the contents of this announcement, or the Offer to Purchase, or the
action it should take, it 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 such Notes pursuant
to the Tender Offer.
None of the Offeror, the Guarantor, the Dealer Managers or their
affiliates, their respective boards of directors, the Tender and
Information Agent, the trustee or any of their respective
affiliates makes any recommendation, or has expressed an opinion,
as to whether or not Holders should tender their Notes, or refrain
from doing so, pursuant to the Tender Offer. Each Holder should
make its own decision as to whether to tender its Notes and if so,
the principal amount of the Notes to tender.
The Offeror has not filed this announcement or the Offer to
Purchase with, and they have not been reviewed by, any federal or
state securities commission or regulatory authority of any country.
No authority has passed upon the accuracy or adequacy of the Tender
Offer, and it is unlawful and may be a criminal offense to make any
representation to the contrary.
The Offer to Purchase does not constitute an offer to purchase
Notes in any jurisdiction in which, or to or from any person to or
from whom, it is unlawful to make such offer under applicable
securities or blue sky laws. The distribution of the Offer to
Purchase in certain jurisdictions is restricted by law. Persons
into whose possession the Offer to Purchase comes are required by
the Offeror, the Guarantor, the Dealer Managers and the Tender and
Information Agent to inform themselves about, and to observe, any
such restrictions.
Cautionary Statement
In order to utilize the
'safe harbor' provisions of the United States Private Securities
Litigation Reform Act of 1995 (the 'PSLRA'), BP is providing the
following cautionary statement:
This press release contains certain forecasts, projections
and forward-looking statements -
that is, statements related to future, not past events and
circumstances - with respect to the financial condition, results of
operations and businesses of BP and certain of the plans and
objectives of BP with respect to these items. These statements may
generally, but not always, be identified by the use of words such
as 'will', 'expects', 'is expected to', 'aims', 'should', 'may',
'objective', 'is likely to', 'intends',
'believes', 'anticipates', 'plans', 'we see' or similar
expressions.
By their
nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will or may occur in the future and are outside
the control of BP.
Actual results or outcomes, may differ materially from those
expressed in such statements, depending on a variety of factors,
including: the extent and duration of the impact of current market
conditions including the volatility of oil prices, the effects of
BP's plan to exit its shareholding in Rosneft and other investments
in Russia, the impact of COVID-19,
overall global economic and business conditions impacting BP's
business and demand for BP's products as well as the specific
factors identified in the discussions accompanying such forward
looking statements; changes in consumer preferences and societal
expectations; the pace of development and adoption of alternative
energy solutions; developments in policy, law, regulation,
technology and markets, including societal and investor sentiment
related to the issue of climate change; the receipt of relevant
third party and/or regulatory approvals; the timing and level of
maintenance and/or turnaround activity; the timing and volume of
refinery additions and outages; the timing of bringing new fields
onstream; the timing, quantum and nature of certain acquisitions
and divestments; future levels of industry product supply, demand
and pricing, including supply growth in North America and continued base oil and
additive supply shortages; OPEC+ quota restrictions; PSA and TSC
effects; operational and safety problems; potential lapses in
product quality; economic and financial market conditions generally
or in various countries and regions; political stability and
economic growth in relevant areas of the world; changes in laws and
governmental regulations and policies, including related to climate
change; changes in social attitudes and customer preferences;
regulatory or legal actions including the types of enforcement
action pursued and the nature of remedies sought or imposed; the
actions of prosecutors, regulatory authorities and courts; delays
in the processes for resolving claims; amounts ultimately payable
and timing of payments relating to the Gulf of Mexico oil spill; exchange rate
fluctuations; development and use of new technology; recruitment
and retention of a skilled workforce; the success or otherwise of
partnering; the actions of competitors, trading partners,
contractors, subcontractors, creditors, rating agencies and others;
BP's access to future credit resources; business disruption and
crisis management; the impact on BP's reputation of ethical
misconduct and non-compliance with regulatory obligations; trading
losses; major uninsured losses; the possibility that international
sanctions or other steps taken by any competent authorities or any
other relevant persons may limit or otherwise impact BP's ability
to sell its interests in Rosneft, or the price for which it could
sell such interests; the actions of contractors; natural disasters
and adverse weather conditions; changes in public expectations and
other changes to business conditions; wars and acts of terrorism;
cyber-attacks or sabotage; and other factors discussed in the Offer
to Purchase, including under "Certain Considerations," as well as
those factors discussed under "Risk factors" in BP's Annual Report
and Form 20-F 2023, as filed with the US Securities and Exchange
Commission.
Contacts
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London
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Houston
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Press
Office
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David
Nicholas
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Paul
Takahashi
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+44 (0) 7831
095541
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+1 713 903
9729
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Investor
Relations
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Craig
Marshall
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Graham
Collins
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bp.com/investors
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+44 (0) 203 401
5592
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+1 832 753
5116
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content:https://www.prnewswire.com/news-releases/bp-plc-announces-early-tender-results-of-cash-tender-offer-for-up-to-1-3-billion-aggregate-principal-amount-of-one-series-of-usd-notes-302084791.html
SOURCE BP Capital Markets p.l.c.