Important Information
IMPORTANT NOTICE
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THE ATTACHED DOCUMENT
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached offer to purchase (as it may be supplemented or amended from time to time, the “Offer to Purchase”) and you are therefore required to read this disclaimer page carefully before accessing, reading or making any other use of the Offer to Purchase. By accessing, reading or making any other use of the Offer to Purchase, you agree (in addition to giving the representations below) to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Tullow Oil PLC (the “Company”), ING Bank N.V., London Branch and/or Standard Chartered Bank as dealer managers (each, a “Lead Dealer Manager,” and collectively, the “Lead Dealer Managers”), Absa Bank Limited (acting through its Corporate and Investment Banking Division), DNB Markets, Inc., J.P. Morgan Securities LLC, Nedbank Limited (acting through its Nedbank Corporate and Investment Banking Division) and The Standard Bank of South Africa Limited (each, a “Co-Dealer Manager,” collectively, the “Co-Dealer Managers” and, together with the Lead Dealer Managers, the “Dealer Managers”) or Morrow Sodali Limited as information and tender agent (the “Information and Tender Agent”), as a result of such access. Capitalized terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the Offer to Purchase.
THIS ELECTRONIC TRANSMISSION DOES NOT CONTAIN OR CONSTITUTE AN OFFER OF, OR A SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR, SECURITIES TO ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER IS UNLAWFUL.
THE ATTACHED OFFER TO PURCHASE MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE OFFER TO PURCHASE IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THESE REQUIREMENTS MAY RESULT IN A VIOLATION OF THE APPLICABLE LAWS.
Confirmation of your representation: In order to be eligible to view the attached Offer to Purchase or make an investment decision with respect to the Tender Offer, you must be able to participate lawfully in the invitations by the Company to Holders of the Notes (as defined below) issued by it to tender their Notes for purchase by the Company for cash (the “Tender Offer”) on the terms and subject to the conditions set out in the Offer to Purchase, including the offer and distribution restrictions set out therein (the “Offer and Distribution Restrictions”). The Offer to Purchase has been made available to you at your request. By accessing the Offer to Purchase, you shall be deemed to have represented to the Company, the Dealer Managers and the Information and Tender Agent that:
- you are a Holder or a beneficial owner of the 7.00% senior notes due 2025 issued by the Company (the “Notes”); and
- you are a person to whom it is lawful to send the attached Offer to Purchase or to make an invitation pursuant to the Tender Offer under all applicable laws, including the Offer and Distribution Restrictions; and
- you are not a Sanctioned Person (as defined in the Offer to Purchase); and
- you consent to delivery of the Offer to Purchase to you by electronic transmission; and
- you shall not distribute or forward the Offer to Purchase to third parties or otherwise make the Offer to Purchase publicly available.
The attached Offer to Purchase has been made available to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Company, the Dealer Managers, the Trustee, the Information and Tender Agent or any person who controls, or any director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offer to Purchase distributed to you in electronic format and the hard copy version available to you on request from the Information and Tender Agent. The electronic version of the Offer to Purchase is also accessible, upon registration and subject to the Offer and Distribution Restrictions, on the Tender Offer Website at https://projects.morrowsodali.com/tullowoilSUN (the “Tender Offer Website”).
The Offer to Purchase has been sent to you on the basis that you may not, nor are you authorized to, deliver the Offer to Purchase to any other person or to reproduce the Offer to Purchase in any manner whatsoever.
Any materials relating to the Tender Offer do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. In those jurisdictions where securities or other laws require the Tender Offer to be made by a licensed broker or dealer and any of the Dealer Managers or, where the context so requires, any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, the Tender Offer shall be deemed to be made on behalf of the Company by such Dealer Manager or affiliate (as the case may be) in such jurisdiction.
The communication of the attached Offer to Purchase and any other documents or materials relating to the Tender Offer is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (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 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of the Company or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.
NONE OF THE ATTACHED OFFER TO PURCHASE OR ANY RELATED DOCUMENT HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, NOR HAS ANY SUCH DOCUMENT BEEN FILED WITH OR REVIEWED BY ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY. NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE ATTACHED OFFER TO PURCHASE OR ANY RELATED DOCUMENTS, AND IT IS UNLAWFUL AND IS A CRIMINAL OFFENSE TO MAKE ANY REPRESENTATION TO THE CONTRARY.
The distribution of the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession the Offer to Purchase comes are required by the Company, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.
If you have recently sold or otherwise transferred all of your holding(s) of the Notes, you should contact the Information and Tender Agent.
You are responsible for protecting against viruses and other destructive items. Your use of this electronic communication is at your own risk. It is your responsibility to take precautions to ensure that this electronic communication is free from viruses and other items of a destructive nature.