TIDM74WM
RNS Number : 6365S
BP Capital Markets PLC
18 March 2021
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA).
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS
(INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN
SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (the United States)
OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
BP Capital Markets p.l.c. announces indicative results of its
tender offers for certain series of its Euro and Sterling
denominated Notes
18 March 2021.
On 11 March 2021, BP Capital Markets p.l.c. (the Offeror)
announced separate invitations to holders of its outstanding (i)
EUR1,250,000,000 1.373 per cent. Guaranteed Notes due 2022 (ISIN:
XS1375956569) (the March 2022 Notes), (ii) EUR1,150,000,000 1.526
per cent. Guaranteed Notes due 2022 (ISIN: XS1114477133) (the
September 2022 Notes), (iii) EUR1,250,000,000 1.109 per cent.
Guaranteed Notes due 2023 (ISIN: XS1190973559) (the February 2023
Notes), (iv) GBP650,000,000 1.177 per cent. Guaranteed Notes due
2023 (ISIN: XS1475051162) (the August 2023 Notes), (v)
EUR925,000,000 1.117 per cent. Guaranteed Notes due 2024 (ISIN:
XS1527126772) (the January 2024 Notes), (vi) EUR1,000,000,000 0.900
per cent. Guaranteed Notes due 2024 (ISIN: XS1851277969) (the July
2024 Notes), (vii) EUR850,000,000 0.830 per cent. Guaranteed Notes
due 2024 (ISIN: XS1492671158) (the September 2024 Notes), (viii)
GBP400,000,000 2.030 per cent. Guaranteed Notes due 2025 (ISIN:
XS1566187214) (the February 2025 Notes), (ix) EUR850,000,000 1.077
per cent. Guaranteed Notes due 2025 (ISIN: XS1637863629) (the June
2025 Notes), (x) GBP400,000,000 1.827 per cent. Guaranteed Notes
due 2025 (ISIN: XS1992928116) (the September 2025 Notes), (xi)
GBP450,000,000 2.274 per cent. Guaranteed Notes due 2026 (ISIN:
XS1851278421) (the 2026 Notes), (xii) EUR1,100,000,000 0.831 per
cent. Guaranteed Notes due 2027 (ISIN: XS1992931508) (the 2027
Notes) and (xiii) EUR900,000,000 1.594 per cent. Guaranteed Notes
due 2028 (ISIN: XS1851278777) (the 2028 Notes and, together with
the March 2022 Notes, the September 2022 Notes, the February 2023
Notes, the August 2023 Notes, the January 2024 Notes, the July 2024
Notes, the September 2024 Notes, the February 2025 Notes, the June
2025 Notes, the September 2025 Notes, the 2026 Notes and the 2027
Notes, the Notes and each a Series), to tender their Notes for
purchase by the Offeror for cash (each such invitation an Offer and
together the Offers).
The Offers expired at 4.00 p.m. (London time) on 17 March 2021
(the Expiration Deadline) and the Offeror now announces the
indicative results of the Offers.
The Offers were made on the terms and subject to the conditions
contained in the tender offer memorandum dated 11 March 2021 (the
Tender Offer Memorandum) prepared by the Offeror. Capitalised terms
used in this announcement but not defined have the meanings given
to them in the Tender Offer Memorandum.
Indicative Series Acceptance Amounts
The Offeror announces that, in the event that it decides to
accept valid tenders of Notes of any Series pursuant to the
relevant Offer(s), it expects to accept all valid tenders in full
with no pro rata scaling except for the 2026 Notes and 2027 Notes,
where it does not expect to accept any valid tenders. Accordingly,
the Offeror expects that each Series Acceptance Amount will be set
as follows :
Priority Indicative Series
Level Notes Acceptance Amount
--------- ------------------- -------------------
1 March 2022 Notes EUR 227,453,000
September 2022
1 Notes EUR 180,502,000
February 2023
1 Notes EUR 151,075,000
1 August 2023 Notes GBP 150,916,000
1 January 2024 Notes EUR 107,140,000
1 July 2024 Notes EUR 183,167,000
September 2024
1 Notes EUR 72,854,000
1 February 2025 GBP 215,362,000
Notes
2 June 2025 Notes EUR 77,342,000
2 September 2025 GBP 105,529,000
Notes
2 2026 Notes GBP 0
2 2027 Notes EUR 0
2 2028 Notes EUR 72,420,000
Therefore the aggregate Euro Equivalent of the nominal amount of
Priority Level 1 Notes the Offeror expects to accept is
approximately EUR1,350 million and the aggregate Euro Equivalent of
the nominal amount of Priority Level 2 Notes the Offeror expects to
accept is approximately EUR273 million , converted (where
applicable) at the Applicable Sterling/Euro Exchange Rate .
Noteholders should note that this is a non-binding indication of
the levels at which the Offeror expects to set each Series
Acceptance Amount.
Pricing and Settlement
Pricing for the Offers will take place at or around (i) 9.00
a.m. (London time) today (the Sterling Pricing Time) in the case of
each Series of Sterling-denominated Notes; and (ii) 11.00 a.m.
(London time) today (the Euro Pricing Time) in the case of each
other Series of Fixed Purchase Spread Notes. As soon as reasonably
practicable after the Euro Pricing Time, the Offeror will announce
whether it will accept valid tenders of Notes pursuant to all or
any of the Offers and, if so accepted, each Series Acceptance
Amount, the Purchase Yield for each Series of Fixed Purchase Spread
Notes, each Benchmark Rate, each Purchase Price and the Applicable
Sterling/Euro Exchange Rate.
The Settlement Date in respect of any Notes accepted for
purchase pursuant to the Offers is expected to be 19 March 2021.
Any Notes accepted for purchase pursuant to the Offers will be
cancelled.
Lloyds Bank Corporate Markets plc (Telephone: +44 20 7158
1719/1726; Attention: Liability Management, Commercial Banking;
Email: liability.management@lloydsbanking.com ) and MUFG Securities
EMEA plc (Telephone: +44 20 7577 4218; Attention: Liability
Management Group; Email: liability.management@mufgsecurities.com )
are acting as Dealer Managers for the Offers.
Lucid Issuer Services Limited (Telephone: + 44 20 7704 0880;
Attention: Arlind Bytyqi ; Email: bp@lucid-is.com) is acting as
Tender Agent for the Offers.
This announcement is released by the Offeror and contains
information that qualified or may have qualified as inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 as it forms part of UK domestic law by
virtue of the EUWA (UK MAR), encompassing information relating to
the Offers described above. For the purposes of UK MAR and the
Implementing Technical Standards, this announcement is made by Gary
Admans, Head of Liquidity and Capital Markets at the Parent .
LEI Number: 549300CRVT18MXX0AG93
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. No offer or invitation to acquire any
securities is being made pursuant to this announcement. The
distribution of this announcement and the Tender Offer Memorandum
in certain jurisdictions may be restricted by law. Persons into
whose possession this announcement and/or the Tender Offer
Memorandum come(s) are required by each of the Offeror, the Parent,
the Dealer Managers and the Tender Agent to inform themselves
about, and to observe, any such restrictions.
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