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RNS Number : 2421D
Tullow Oil PLC
25 April 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 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 NEW ORDINARY
SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED
IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS PUBLISHED ON
17 MARCH 2017 IN CONNECTION WITH THE RIGHTS ISSUE. COPIES OF THE
PROSPECTUS ARE AVAILABLE FROM THE REGISTERED OFFICE OF TULLOW OIL
PLC AND ON ITS WEBSITE AT WWW.TULLOWOIL.COM.
25 April 2017
Tullow Oil plc
Results of the Rump Placing
Following the announcement earlier today regarding valid
acceptances received under the fully underwritten Rights Issue
announced by Tullow Oil plc ("Tullow" or the "Company") on 17 March
2017 (the "Rights Issue"), Tullow is pleased to announce that
Barclays Bank PLC, acting through its investment bank, J.P. Morgan
Securities plc (which conducts its investment banking business as
J.P. Morgan Cazenove) and Morgan Stanley & Co. International
plc (together, the "Joint Bookrunners") have (on behalf of the
Underwriters) today procured subscribers for 21,960,830 new
ordinary shares of 10 pence each in the capital of the Company (the
"New Ordinary Shares"), for which valid acceptances were not
received in the Rights Issue (the "Non-accepted Shares") and
subscribers for 3,458 New Ordinary Shares representing fractional
entitlements arising under the Rights Issue (the "Fractional
Entitlement Shares") at a price of 211.9 pence per New Ordinary
Share. The Non-accepted Shares and the Fractional Entitlement
Shares together represent approximately 4.7% of the total number of
New Ordinary Shares.
The net proceeds from the placing of such Non-accepted Shares,
after the deduction of the Issue Price of 130 pence per New
Ordinary Share and the related expenses of procuring subscribers
(including any applicable brokerage and commissions and amounts in
respect of VAT which are not recoverable) will be paid to
Qualifying Shareholders that have not taken up their entitlements
pro rata to their lapsed provisional allotments except that
individual amounts of less than GBP5.00 per holding will not be
paid to such persons but will be aggregated and retained for the
benefit of the Company. The net proceeds from the sale of the
Fractional Entitlement Shares will accrue for the benefit of the
Company.
FOR FURTHER INFORMATION CONTACT:
Tullow Oil plc - +44 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 prospectus published by the Company on
17 March 2017 in respect of the Rights Issue (the "Prospectus")
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.
This announcement is not a prospectus but an advertisement and
investors should not acquire any New Ordinary Shares referred to in
this announcement except on the basis of the information contained
in the Prospectus. The Prospectus provides further details of the
New Ordinary Shares 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, New Ordinary Shares. The New Ordinary Shares
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, resold, 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 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 New Ordinary Shares, 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 New Ordinary Shares 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 New Ordinary Shares 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, 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 New
Ordinary Shares in the United States.
The New Ordinary Shares have not been, and will not be,
registered under the applicable securities laws of any Restricted
Territory. Accordingly, subject to certain exceptions, the New
Ordinary Shares may not be offered, sold, resold, pledged,
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 and the
Prospectus, 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 and the Prospectus
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 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
and the Prospectus 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 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 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 New Ordinary Shares.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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