TIDM74WM
RNS Number : 9892L
BP Capital Markets PLC
16 September 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 OF AMERICA, 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 (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW).
BP Capital Markets p.l.c. announces tender offers for certain
series of its Euro and Sterling denominated Notes
16 September 2021
BP Capital Markets p.l.c. (the Offeror) today announces separate
invitations to holders of its outstanding (i) EUR1,250,000,000
1.109 per cent. Guaranteed Notes due 2023 (ISIN: XS1190973559) (the
February 2023 Notes), (ii) GBP650,000,000 1.177 per cent.
Guaranteed Notes due 2023 (ISIN: XS1475051162) (the August 2023
Notes), (iii) EUR925,000,000 1.117 per cent. Guaranteed Notes due
2024 (ISIN: XS1527126772) (the January 2024 Notes), (iv)
EUR1,000,000,000 1.876 per cent. Guaranteed Notes due 2024 (ISIN:
XS2135797202) (the April 2024 Notes), (v) EUR1,000,000,000 0.900
per cent. Guaranteed Notes due 2024 (ISIN: XS1851277969) (the July
2024 Notes), (vi) EUR850,000,000 0.830 per cent. Guaranteed Notes
due 2024 (ISIN: XS1492671158) (the September 2024 Notes), (vii)
EUR750,000,000 1.953 per cent. Guaranteed Notes due 2025 (ISIN:
XS1375957294) (the March 2025 Notes) , (viii) EUR850,000,000 1.077
per cent. Guaranteed Notes due 2025 (ISIN: XS1637863629) (the June
2025 Notes); (ix) GBP450,000,000 2.274 per cent. Guaranteed Notes
due 2026 (ISIN: XS1851278421) (the 2026 Notes); and (x)
EUR1,100,000,000 0.831 per cent. Guaranteed Notes due 2027 (ISIN:
XS1992931508) (the 2027 Notes and, together with the February 2023
Notes, the August 2023 Notes, the January 2024 Notes, the April
2024 Notes, the July 2024 Notes, the September 2024 Notes, the
March 2025 Notes, the June 2025 Notes and the 2026 Notes, the Notes
and each a Series), each guaranteed by BP p.l.c. (the Parent), to
tender their Notes for purchase by the Offeror for cash (each such
invitation an Offer and together the Offers).
The Offers are being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 16
September 2021 (the Tender Offer Memorandum) prepared by the
Offeror, and are subject to the offer restrictions set out below
and as more fully described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to
distribution restrictions) available from the Tender Agent as set
out below. Capitalised terms used in this announcement but not
defined have the meanings given to them in the Tender Offer
Memorandum.
Summary of the Offers
First
Optional Relevant Benchmark Target
Priority ISIN / Outstanding Call Rate or Benchmark Purchase Purchase Consideration
Level Notes Coupon Common Code Nominal Amount Date Security Spread Yield(1) Amount
--------- ---------- ------- ------------- ----------------- --------- -------------------- --------- --------- -----------------
1 August 1.177% XS1475051162 GBP 204,825,000 12 May 0.75 per cent. UK 10 bps N/A Subject as set
2023 / 147505116 2023 Treasury Gilt due out in the
Notes July 2023 (ISIN: Tender Offer
GB00BF0HZ991 ) Memorandum, an
aggregate
nominal amount
of Notes such
that the total
amount payable
for such Notes
(converted into
the US Dollar
Equivalent) is
up to
US$1,500,000,000
(excluding for
payment of
Accrued Interest
(as defined in
the Tender
Offer
Memorandum) in
respect of Notes
accepted for
purchase)
--------- ---------- ------- ------------- ----------------- --------- -------------------- --------- ---------
1 January 1.117% XS1527126772 EUR379,744,000 25 January 2024 Notes -5 bps N/A
2024 / 152712677 October Interpolated
Notes 2023 Mid-Swap Rate
--------- ---------- ------- ------------- ----------------- --------- -------------------- --------- ---------
1 July 2024 0.900% XS1851277969 EUR 369,621,000 N/A July 2024 Notes 5 bps N/A
Notes / 185127796 Interpolated
Mid-Swap Rate
--------- ---------- ------- ------------- ----------------- --------- -------------------- --------- ---------
1 2026 2.274% XS1851278421 GBP450,000,000 N/A 1.50 per cent. UK 50 bps N/A
Notes / 185127842 Treasury Gilt due
July 2026 (ISIN:
GB00BYZW3G56 )
--------- ---------- ------- ------------- ----------------- --------- -------------------- --------- ---------
2027 Notes
2027 XS1992931508 Interpolated
1 Notes 0.831% / 199293150 EUR1,100,000,000 N/A Mid-Swap Rate 25 bps N/A
--------- ---------- ------- ------------- ----------------- --------- -------------------- --------- ---------
February -0.55
2023 XS1190973559 per
2 Notes 1.109% / 119097355 EUR671,029,000 N/A N/A N/A cent.
--------- ---------- ------- ------------- ----------------- --------- -------------------- --------- ---------
2 April 1.876% XS2135797202 EUR1,000,000,000 N/A April 2024 Notes 10 bps N/A
2024 / 213579720 Interpolated
Notes Mid-Swap Rate
--------- ---------- ------- ------------- ----------------- --------- -------------------- --------- ---------
2 September 0.830% XS1492671158 EUR 470,921,000 19 June September 2024 5 bps N/A
2024 / 149267115 2024 Notes Interpolated
Notes Mid-Swap Rate
--------- ---------- ------- ------------- ----------------- --------- -------------------- --------- ---------
2 March 1.953% XS1375957294 EUR750,000,000 N/A March 2025 Notes 20 bps N/A
2025 / 137595729 Interpolated
Notes Mid-Swap Rate
--------- ---------- ------- ------------- ----------------- --------- -------------------- --------- ---------
2 June 2025 1.077% XS1637863629 EUR 495,294,000 26 March June 2025 Notes 10 bps N/A
Notes / 163786362 2025 Interpolated
Mid-Swap Rate
--------- ---------- ------- ------------- ----------------- --------- -------------------- --------- ---------
1. For information purposes only, the Purchase Price in respect of any February 2023 Notes
accepted for purchase pursuant to the relevant Offer, when determined in the manner described
in the Tender Offer Memorandum on the basis of a Settlement Date of 24 September 2021, will
be 102.334 per cent. Should the Settlement Date in respect of any February 2023 Notes accepted
for purchase pursuant to the relevant Offer differ from 24 September 2021, the Purchase Price
in respect of such February 2023 Notes will be recalculated, all as further described in the
Tender Offer Memorandum.
Rationale for the Offers
The Offers allow the Offeror to manage its bond redemption
profile, and are consistent with the Offeror's priority to maintain
a strong, resilient balance sheet.
The Offeror intends to cancel all Notes it purchases pursuant to
the relevant Offer(s).
Purchase Prices and Accrued Interest
In respect of each Series, for any Notes of the relevant Series
validly tendered and accepted for purchase by the Offeror pursuant
to the relevant Offer, the Offeror will pay a purchase price for
such Notes (each a Purchase Price) to be determined:
(a) in the case of the February 2023 Notes, in the manner
described in the Tender Offer Memorandum by reference to a fixed
purchase yield of -0.55 per cent. (the February 2023 Notes Purchase
Yield); or
(b) at or around (1) 9.00 a.m. (London time) on 23 September
2021 (the Sterling Pricing Time) in the case of each Series of
Sterling-denominated Notes; and (2) 11.00 a.m. (London time) on 23
September 2021 (the Euro Pricing Time) in the case of each other
Series of Fixed Purchase Spread Notes, in each case in accordance
with standard market practice by reference to the sum (each such
sum, together with the February 2023 Notes Purchase Yield, a
Purchase Yield) of:
(i) the relevant Purchase Spread specified in the table above; and
(ii) the relevant Benchmark Rate.
Each Purchase Price will be determined in accordance with market
convention and expressed as a percentage of the nominal amount of
the Notes of the relevant Series accepted for purchase pursuant to
the relevant Offer (rounded to the nearest 0.001 per cent., with
0.0005 per cent. rounded upwards), and is intended to reflect (I)
in the case of the August 2023 Notes, the January 2024 Notes, the
September 2024 Notes and the June 2025 Notes, a yield to the first
optional call date for the relevant Series (as specified in the
table above) on the Settlement Date based on the relevant Purchase
Yield or (II) in the case of each other Series, a yield to maturity
of the Notes of the relevant Series on the Settlement Date based on
the relevant Purchase Yield. Specifically, the Purchase Price
applicable to the Notes of a particular Series will equal (a) the
value of all remaining payments of principal and interest on the
relevant Series up to and including (in the case of the August 2023
Notes) 12 May 2023, (in the case of the January 2024 Notes) 25
October 2023, (in the case of the September 2024 Notes) 19 June
2024, (in the case of the June 2025 Notes) 26 March 2025 or (in the
case of each other Series) the scheduled maturity date of the
relevant Series, in each case discounted to the Settlement Date at
a discount rate equal to the relevant Purchase Yield, minus (b)
Accrued Interest for such Series.
The Offeror will also pay an Accrued Interest Payment in respect
of any Notes accepted for purchase pursuant to the relevant
Offer(s).
Target Consideration Amount, Final Consideration Amount and
Priority of Acceptance
Target Consideration Amount and Final Consideration Amount
If the Offeror decides to accept any validly tendered Notes for
purchase pursuant to the relevant Offer(s), it proposes to accept
for purchase an aggregate nominal amount of such Notes such that
the total amount payable by it for all such Notes accepted for
purchase pursuant to the relevant Offer(s) (excluding all Accrued
Interest Payments in respect of such Notes accepted for purchase),
converted into the US Dollar Equivalent at the Applicable Euro/US
Dollar Exchange Rate and/or the Applicable Sterling/US Dollar
Exchange Rate, as the case may be, is up to US$1,500,000,000 (the
Target Consideration Amount), although the Offeror reserves the
right, in its sole discretion, to allocate a significantly lower or
a significantly higher amount for the purchase of Notes pursuant to
the relevant Offer(s) (the final amount so allocated for the
purchase of Notes being the Final Consideration Amount).
Priority of Acceptance
If the Offeror decides to accept any Notes for purchase pursuant
to the relevant Offer(s), it proposes to accept Notes validly
tendered for purchase pursuant to the relevant Offer(s) in the
order of the related Priority Level set out in the table above
(each a Priority Level), beginning with the Notes with Priority
Level 1. The Offeror does not intend to accept any valid tenders of
Notes shown in the table above with a Priority Level of 2 unless it
has accepted all valid tenders of Notes shown in the table above
with a Priority Level of 1 in full, with no pro rata scaling. The
final aggregate amount payable for all Notes accepted for purchase
in respect of each Priority Level (excluding all Accrued Interest
Payments in respect of such Notes accepted for purchase), converted
into the US Dollar Equivalent at the Applicable Euro/US Dollar
Exchange Rate and/or the Applicable Sterling/US Dollar Exchange
Rate, as the case may be, is referred to as a Priority Level
Consideration Amount.
The aggregate US Dollar Equivalent of the nominal amount of
Priority Level 1 Notes and Priority Level 2 Notes outstanding as at
the commencement of the Offers is approximately US$3.1 billion and
US$4.0 billion, respectively.
The Offeror will determine the allocation of a Priority Level
Consideration Amount between each Series with the relevant Priority
Level in its sole discretion, and reserves the right to accept
significantly more or significantly less (or none) of any Series as
compared to any other Series with the same Priority Level (the
final aggregate nominal amount of each Series (if any) accepted for
purchase pursuant to the relevant Offer being a Series Acceptance
Amount).
Scaling
In respect of each Series, if the Offeror decides to accept any
validly tendered Notes of such Series for purchase pursuant to the
relevant Offer and the aggregate nominal amount of the relevant
Series validly tendered for purchase is greater than the relevant
Series Acceptance Amount, the Offeror intends to accept such Notes
for purchase on a pro rata basis such that the aggregate nominal
amount of such Series accepted for purchase pursuant to the
relevant Offer is no greater than such Series Acceptance Amount, as
further described in the Tender Offer Memorandum.
Concurrent issuance of New Notes
Concurrently with the announcement of the Offers on 16 September
2021, BP Capital Markets B.V. (the Issuer) intends to launch a
proposed issue of new euro-denominated fixed rate notes to be
guaranteed by the Parent (the New Notes) under the Issuer's, the
Offeror's and the Parent's US$40,000,000,000 Debt Issuance
Programme (the Programme), subject to market conditions.
Any investment decision to purchase any New Notes should be made
solely on the basis of the information contained in (i) the base
prospectus dated 6 August 2021 published by the Issuer, the Offeror
and the Parent relating to the Programme (the Programme
Prospectus); and (ii) the final terms to be published by the Issuer
relating to the New Notes, and no reliance is to be placed on any
information given or any representations made in connection with
the New Notes other than those contained in the Programme
Prospectus and the final terms to be published by the Issuer
relating to the New Notes.
The New Notes and the guarantee thereof are not being, and will
not be, offered or sold in the United States. Nothing in this
announcement or the Tender Offer Memorandum constitutes an offer to
sell or the solicitation of an offer to buy the New Notes or the
guarantee thereof in the United States or any other jurisdiction.
Securities may not be offered, sold or delivered in the United
States absent registration under, or an exemption from the
registration requirements of, the United States Securities Act of
1933, as amended (the Securities Act). The New Notes and the
guarantee thereof have not been, and will not be, registered under
the Securities Act or the securities laws of any state or other
jurisdiction of the United States and may not be offered, sold or
delivered, directly or indirectly, within the United States or to,
or for the account or benefit of, U.S. persons.
Compliance information for the New Notes:
UK MiFIR professionals/ECPs-only/No UK PRIIPs KID - eligible
counterparties and professional clients only (all distribution
channels). No sales to UK retail investors; no key information
document has been or will be prepared in connection with the New
Notes. MiFID II professionals/ECPs-only/No EU PRIIPS KID - eligible
counterparties and professional clients only (all distribution
channels). No sales to EEA retail investors; no key information
document has been or will be prepared in connection with the New
Notes.
See the Programme Prospectus and the final terms to be published
relating to the New Notes for further information.
Whether the Offeror will purchase any Notes validly tendered in
the relevant Offer(s) is not conditional on the successful
completion of the offering of the New Notes.
Tender Instructions
In order to participate in, and be eligible to receive the
relevant Purchase Price and Accrued Interest Payment pursuant to
the relevant Offer, Noteholders must validly tender their Notes by
delivering, or arranging to have delivered on their behalf, a valid
Tender Instruction that is received by the Tender Agent by 4.00
p.m. (London time) on 22 September 2021, unless extended,
re-opened, amended and/or terminated as provided in the Tender
Offer Memorandum (the Expiration Deadline).
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum
nominal amount of Notes of the relevant Series of no less than the
minimum denomination for such Series, being EUR100,000 in the case
of each Series of Euro-denominated Notes and GBP100,000 in the case
of each Series of Sterling-denominated Notes, and may thereafter be
submitted in integral multiples of the relevant permitted integral
multiple amount for such Series, being EUR1,000 in the case of each
Series of Euro-denominated Notes and GBP1,000 in the case of each
Series of Sterling-denominated Notes. A separate Tender Instruction
must be completed on behalf of each beneficial owner and in respect
of each Series.
Indicative Timetable for the key events relating to the
Offers
Events Times and Dates
(All times are London time)
Commencement of the Offers
Offers announced. Tender Offer Memorandum available from Thursday, 16 September 2021
the Tender Agent.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions 4.00 p.m. on Wednesday, 22 September 2021
by the Tender Agent in order for Noteholders
to be able to participate in the Offers.
Announcement of Indicative Results
Announcement by the Offeror of a non-binding indication Prior to the Sterling Pricing Time on Thursday, 23
of the level at which it expects to September 2021
set each Series Acceptance Amount, and indicative details
of any Scaling Factor applicable
to valid tenders of Notes of each relevant Series that
will be applied in the event that it
decides to accept valid tenders of Notes of such Series
pursuant to the relevant Offer(s).
Sterling Pricing Time
In respect of each Series of Sterling-denominated Notes, At or around 9.00 a.m. on Thursday, 23 September 2021
determination of each applicable
Benchmark Rate, each applicable Purchase Yield and each
applicable Purchase Price.
Euro Pricing Time
In respect each other Series of Fixed Purchase Spread At or around 11.00 a.m. on Thursday, 23 September 2021
Notes, determination of each applicable
Benchmark Rate, each applicable Purchase Yield and each
applicable Purchase Price.
Announcement of Results and Pricing
Announcement of whether the Offeror will accept valid As soon as reasonably practicable after the Euro Pricing
tenders of Notes pursuant to all or Time on Thursday, 23 September 2021
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, the
Applicable Euro/US Dollar Exchange Rate, the Applicable
Sterling/US Dollar Exchange Rate and
any Scaling Factors that will be applied to Notes of any
Series.
Settlement Date
Expected Settlement Date for the Offers. Friday, 24 September 2021
The times and dates above are indicative only. The Offeror may,
in its sole discretion, extend, re-open, amend, waive any condition
of or terminate any Offer at any time (subject to applicable law
and as provided in the Tender Offer Memorandum) and the above times
and dates are subject to the right of the Offeror to so extend,
re-open, amend and/or terminate any Offer. Accordingly, the actual
timetable may differ significantly from the timetable above.
Noteholders are advised to check with any broker, dealer, bank,
custodian, trust company, nominee or other intermediary through
which they hold Notes when such intermediary would need to receive
instructions from a Noteholder in order for that Noteholder to be
able to participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate
in, an Offer before the deadlines set out above. The deadlines set
by any such intermediary and each Clearing System for the
submission and (where permitted) withdrawal of Tender Instructions
will be earlier than the relevant deadlines set out above and in
the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the
Offers will be made (i) by publication through RNS and (ii) by the
delivery of notices to the Clearing Systems for communication to
Direct Participants. Such announcements may also be made on the
relevant Reuters Insider Screen and by the issue of a press release
to a Notifying News Service. Copies of all such announcements,
press releases and notices can also be obtained upon request from
the Tender Agent, the contact details for which are below.
Significant delays may be experienced where notices are delivered
to the Clearing Systems and Noteholders are urged to contact the
Tender Agent for the relevant announcements during the course of
the Offers.
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on the procedures
for, participating in the Offers.
Questions and requests for assistance in connection with (i) the
Offers may be directed to the Dealer Managers, and (ii) the
delivery of Tender Instructions may be directed to the Tender
Agent, the contact details for each of which are set out below.
DEALER MANAGERS
Lloyds Bank Corporate Markets plc SMBC Nikko Capital Markets Limited
10 Gresham Street One New Change
London EC2V 7AE London EC4M 9AF
United Kingdom United Kingdom
Telephone: +44 20 3527 7545
Telephone: +44 (0) 20 7158 1719/1726 Attention: Liability Management
Attention: Liability Management, Commercial Banking Email: LM.EMEA@smbcnikko-cm.com
Email: liability.management@lloydsbanking.com
TER AGENT
Lucid Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: Arlind Bytyqi
Email: bp@lucid-is.com
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 (MAR) 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. This announcement and the Tender Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Offers.
If any Noteholder is in any doubt as to the contents of the Tender
Offer Memorandum or the action it should take, it is recommended to
seek its own financial advice, including in respect of any tax
consequences, from its broker, 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 Offers. None of the Offeror, the Parent, the Dealer Managers
or the Tender Agent or any of their respective directors, officers,
employees, agents or affiliates makes any recommendation whether
Noteholders should tender Notes pursuant to the Offers.
Offer and Distribution Restrictions
The distribution of this announcement and/or 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. Nothing in
this announcement nor the Tender Offer Memorandum constitutes an
offer to buy or a solicitation of an offer to sell Notes (and
tenders of Notes in the Offers will not be accepted from any
Noteholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require an Offer to be made by a
licensed broker or dealer and any Dealer Manager or any of the
Dealer Managers' respective affiliates is such a licensed broker or
dealer in any such jurisdiction, such Offer shall be deemed to be
made by such Dealer Manager or such affiliate, as the case may be,
on behalf of the Offeror in such jurisdiction.
Nothing in this announcement, the Tender Offer Memorandum nor
the electronic transmission thereof constitutes an offer to sell or
the solicitation of an offer to buy the New Notes in the United
States or any other jurisdiction .
United States
The Offers are not being made, and will not be made, directly or
indirectly in or into, or by use of the mails of, or by any means
or instrumentality of interstate or foreign commerce of or of any
facilities of a national securities exchange of, the United States.
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. The Notes may not be tendered in the
Offers by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the
United States. Accordingly, copies of this announcement, the Tender
Offer Memorandum and any other documents or materials relating to
the Offers are not being, and must not be, directly or indirectly
mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or
trustees) in or into the United States or to any persons located or
resident in the United States. Any purported tender of Notes in the
Offers resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Notes made
by a person located in the United States or any agent, fiduciary or
other intermediary acting on a non-discretionary basis for a
principal giving instructions from within the United States will be
invalid and will not be accepted.
Neither this announcement nor the Tender Offer Memorandum is an
offer of securities for sale in the United States or to U.S.
persons (as defined in Regulation S of the Securities Act (each a
U.S. Person)). Securities may not be offered or sold in the United
States absent registration under, or an exemption from the
registration requirements of, the Securities Act. The New Notes and
the guarantee thereof have not been, and will not be, registered
under the Securities Act or the securities laws of any state or
other jurisdiction of the United States, and may not be offered,
sold or delivered, directly or indirectly, in the United States or
to, or for the account or benefit of, U.S. Persons.
Each Noteholder participating in an Offer will represent that it
is not located in the United States and is not participating in
such Offer from the United States, or it is acting on a
non-discretionary basis for a principal located outside the United
States that is not giving an order to participate in such Offer
from the United States. For the purposes of this and the above two
paragraphs, United States means the United States of America, 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 of America and the
District of Columbia.
Italy
None of the Offers, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the
Offers have been or will be submitted to the clearance procedures
of the Commissione Nazionale per le Società e la Borsa (CONSOB)
pursuant to Italian laws and regulations. Each Offer is being
carried out in Italy as an exempted offer pursuant to article
101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24
February 1998, as amended (the Financial Services Act) and article
35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999,
as amended. Noteholders or beneficial owners of the Notes that are
located in Italy can tender Notes for purchase in the Offers
through authorised persons (such as investment firms, banks or
financial intermediaries permitted to conduct such activities in
the Republic of Italy in accordance with the Financial Services
Act, CONSOB Regulation No. 20307 of 15 February 2018 , as amended
from time to time, and Legislative Decree No. 385 of 1 September
1993, as amended) and in compliance with applicable laws and
regulations or with 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 and/or the Offers.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offers is not being made 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.
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 as a financial promotion is only being made to those
persons in the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the Financial Promotion Order)) or persons who are within
Article 43 of the Financial Promotion Order or any other persons to
whom it may otherwise lawfully be made under the Financial
Promotion Order.
France
The Offers are not being made, directly or indirectly, to the
public in the Republic of France (France). Neither this
announcement, the Tender Offer Memorandum nor any other document or
material relating to the Offers have been or shall be distributed
in France to qualified investors as defined in Article 2(e) of
Regulation (EU) 2017/1129 (as amended). Neither this announcement
nor the Tender Offer Memorandum have been or will be submitted for
clearance to nor approved by the Autorité des marches
financiers.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
TENLFMRTMTMBMRB
(END) Dow Jones Newswires
September 16, 2021 03:08 ET (07:08 GMT)
Bp Cap 29 (LSE:74WM)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
Bp Cap 29 (LSE:74WM)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024
