TIDMTLW
RNS Number : 2399B
Tullow Oil PLC
29 September 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
T HIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE .
29 September 2022
Tullow Oil plc
Statement regarding proposed all-share combination with
Capricorn Energy plc - no intention to increase offer or switch
from scheme to offer
The Board of Tullow Oil plc ("Tullow") notes the announcement
released today by Capricorn Energy plc ("Capricorn") in connection
with Capricorn's proposed combination with NewMed Energy Limited
Partnership. Following the withdrawal of the intention of the
Capricorn directors to recommend the proposed combination with
Tullow, the Board of Tullow:
-- has determined not to increase the value of Tullow's offer
for Capricorn or to elect to implement its offer by way of a
contractual offer;
-- is entitled to serve notice to terminate the Co-operation
Agreement between Tullow and Capricorn, which it intends to do;
-- accepts that without the recommendation and cooperation of
Capricorn the scheme of arrangement cannot practically be
implemented and become effective.
The Board of Tullow continues to believe the terms of the
Combination with Capricorn would create value for Tullow
shareholders. However, the successful delivery of the business
plan, strong operating and financial performance and a high
quality, opportunity-rich portfolio reinforces the Board's
confidence in Tullow's future. On 14 September 2022, Tullow issued
Half Year results in which the Group clearly demonstrated that it
is already delivering on its plan:
-- Tullow's standalone business plan for 2022-25 is expected to
deliver c.$1bn of free cash flow at $75 per barrel and nearly $2bn
over the same period at $100 per barrel;
-- The company continues to progress a number of levers for
value creation including plans for Jubilee South East and North
East, TEN Enhancement, Ghana Gas and Kenya;
-- Improved operations continue to deliver production growth
which is underpinned by 2P reserves of 242 mmboe and 2C resources
of 668 mmboe;
-- Forecast free cash flow for 2022 of c.$200 million is
expected to deliver gearing of less than 1.5x at YE 2022;
-- Material upside from contingent payments linked to previous
divestments in Uganda, Equatorial Guinea and Gabon.
Rahul Dhir, CEO of Tullow Oil plc, commented today:
"As demonstrated by our recent results, Tullow's business is
performing well following a comprehensive operational and financial
turnaround over the past two years. While the merger with Capricorn
would be value-enhancing, we have transformed our cost base, sold
non-core assets, refinanced our debt and improved our capital
efficiency. Tullow has a unique asset base and a scalable operating
platform that will deliver material value for our investors in the
coming years. I look forward to discussing our plans at a Capital
Markets Day that we will host before the end of the year."
The person responsible for making this announcement on behalf of
Tullow is Adam Holland, Company Secretary.
Enquiries:
Tullow
+44 (0)20 3249 9000
Investors
Robert Hellwig
Matthew Evans
Media
George Cazenove
PJT Partners ( Lead Financial Adviser )
+44 (0)20 3650 1100
Ben Monaghan
Basil Geoghegan
Jonathan Hall
Barclays (Financial Adviser, Corporate Broker and Sole
Sponsor)
+44 (0)20 7623 2323
Grant Porter
Robert Mayhew
Tom Macdonald
Camarco (PR advisers)
+44 (0)20 3781 9244
Billy Clegg
Rebecca Waterworth
Important Notices relating to the Financial Advisers
PJT Partners, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for
Tullow and no-one else in connection with the matters referred to
in this announcement and will not be responsible to anyone other
than Tullow for providing the protections afforded to clients of
PJT Partners nor for providing advice in relation to the matters
referred to in this announcement. Neither PJT Partners nor any of
its subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of PJT Partners in connection with this
announcement, any statement contained herein or otherwise.
Barclays, which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority, is
acting exclusively for Tullow and no one else in connection with
the matters referred to in this announcement and will not be
responsible to anyone other than Tullow for providing advice in
relation to the matters referred to in this announcement.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the Exchange Act, Barclays and its
affiliates will continue to act as exempt principal trader in
Tullow securities on the London Stock Exchange. These purchases and
activities by exempt principal traders which are required to be
made public in the United Kingdom pursuant to the Code will be
reported to a Regulatory Information Service and will be available
on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk ,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication of this announcement
A copy of this announcement will be available subject to certain
restrictions on Tullow's website at https://www.tullowoil.com .
The contents of Tullow's website is not incorporated into and do
not form part of this announcement.
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END
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September 29, 2022 12:34 ET (16:34 GMT)
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