BP Capital Markets PLC Tender Offer Indicative Results (1291A)

TIDM74WM

RNS Number : 1291A

BP Capital Markets PLC

25 September 2020

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.

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

25 September 2020.

On 17 September 2020, 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 1.876 per cent. Guaranteed Notes due 2024 (ISIN: XS2135797202) (the April 2024 Notes), (vii) EUR1,000,000,000 0.900 per cent. Guaranteed Notes due 2024 (ISIN: XS1851277969) (the July 2024 Notes), (viii) EUR850,000,000 0.830 per cent. Guaranteed Notes due 2024 (ISIN: XS1492671158) (the September 2024 Notes), (ix) GBP400,000,000 2.030 per cent. Guaranteed Notes due 2025 (ISIN: XS1566187214) (the February 2025 Notes), (x) EUR750,000,000 1.953 per cent. Guaranteed Notes due 2025 (ISIN: XS1375957294) (the March 2025 Notes); (xi) EUR850,000,000 1.077 per cent. Guaranteed Notes due 2025 (ISIN: XS1637863629) (the June 2025 Notes); (xii) GBP400,000,000 1.827 per cent. Guaranteed Notes due 2025 (ISIN: XS1992928116) (the September 2025 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 April 2024 Notes, the July 2024 Notes, the September 2024 Notes, the February 2025 Notes, the March 2025 Notes, the June 2025 Notes and the September 2025 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 24 September 2020 (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 17 September 2020 (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 of Notes (other than the April 2024 Notes, the February 2025 Notes and the March 2025 Notes) in full with no pro rata scaling and does not expect to accept any valid tenders of the April 2024 Notes, the February 2025 Notes and the March 2025 Notes. Accordingly, the Offeror expects that each Series Acceptance Amount will be set as follows:

 
 Priority                        Indicative Series Acceptance 
   Level          Notes                     Amount 
---------  -------------------  ----------------------------- 
    1        March 2022 Notes           EUR390,895,000 
              September 2022 
    1              Notes                EUR339,563,000 
              February 2023 
    1              Notes                EUR427,896,000 
    1       August 2023 Notes           GBP294,259,000 
    1       January 2024 Notes          EUR438,116,000 
    1        July 2024 Notes            EUR447,212,000 
    2        April 2024 Notes                EUR0 
              September 2024 
    2              Notes                EUR306,225,000 
    2         February 2025                  GBP0 
                   Notes 
    2        March 2025 Notes                EUR0 
    2        June 2025 Notes            EUR277,364,000 
    2         September 2025            GBP192,760,000 
                   Notes 
    2           2028 Notes              EUR259,904,000 
 

Therefore, the Offeror expects to accept approximately EUR2.4 billion in aggregate nominal amount of Notes with Priority Level 1, and approximately EUR1.1 billion in aggregate nominal amount of Notes with Priority Level 2.

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 29 September 2020. Any Notes accepted for purchase pursuant to the Offers will be cancelled.

Deutsche Bank AG, London Branch (Telephone: [phone]; Attention: Liability Management Group) and MUFG Securities EMEA plc (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail] ) are acting as Dealer Managers for the Offers.

Lucid Issuer Services Limited (Telephone: + 44 20 7704 0880; Attention: Arlind Bytyqi ; Email: [e-mail]) 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 (MAR), encompassing information relating to the Offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, 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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September 25, 2020 03:33 ET (07:33 GMT)