BP Capital Markets PLC Indicative Result of Tender Offer (6478Z)

TIDM89FF

RNS Number : 6478Z

BP Capital Markets PLC

17 May 2023

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 RELEASE, PUBLICATION OR 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 denominated Notes

17 May 2023.

On 9 May 2023, BP Capital Markets p.l.c. (the Offeror) announced separate invitations to holders of its outstanding (i) EUR1,000,000,000 1.876 per cent. Guaranteed Notes due 2024 (ISIN: XS2135797202) (the April 2024 Notes); (ii) EUR1,000,000,000 0.900 per cent. Guaranteed Notes due 2024 (ISIN: XS1851277969) (the July 2024 Notes); (iii) EUR850,000,000 0.830 per cent. Guaranteed Notes due 2024 (ISIN: XS1492671158) (the September 2024 Notes); (iv) EUR750,000,000 1.953 per cent. Guaranteed Notes due 2025 (ISIN: XS1375957294) (the March 2025 Notes); (v) EUR850,000,000 1.077 per cent. Guaranteed Notes due 2025 (ISIN: XS1637863629) (the June 2025 Notes); (vi) EUR1,000,000,000 2.972 per cent. Guaranteed Notes due 2026 (ISIN: XS1040506898) (the February 2026 Notes); (vii) EUR850,000,000 2.213 per cent. Guaranteed Notes due 2026 (ISIN: XS1114473579) (the September 2026 Notes); (viii) EUR1,250,000,000 1.573 per cent. Guaranteed Notes due 2027 (ISIN: XS1190974011) (the February 2027 Notes); (ix) EUR1,100,000,000 0.831 per cent. Guaranteed Notes due 2027 (ISIN: XS1992931508) (the November 2027 Notes); and (x) EUR900,000,000 1.594 per cent. Guaranteed Notes due 2028 (ISIN: XS1851278777) (the 2028 Notes and, together with the April 2024 Notes, the July 2024 Notes, the September 2024 Notes, the March 2025 Notes, the June 2025 Notes, the February 2026 Notes, the September 2026 Notes, the February 2027 Notes and the November 2027 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 expired at 4.00 p.m. (London time) on 16 May 2023 (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 9 May 2023 (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 April 2024 Notes, March 2025 Notes, June 2025 Notes, February 2026 Notes, February 2027 Notes and November 2027 Notes in full with no pro rata scaling. The Offeror does not propose to accept any July 2024 Notes, September 2024 Notes, September 2026 Notes or 2028 Notes for purchase pursuant to the relevant Offers. Accordingly, the Offeror expects that each Series Acceptance Amount will be set as follows :

 
 Priority                          Indicative Series Acceptance 
   Level           Notes                      Amount 
---------  ---------------------  ----------------------------- 
 1          April 2024 Notes       EUR426,689,000 
 1          March 2025 Notes       EUR269,805,000 
 1          June 2025 Notes        EUR35,941,000 
 1          February 2027 Notes    EUR347,168,000 
 1          November 2027 Notes    EUR86,353,000 
 2          July 2024 Notes        EUR0 
 2          September 2024 Notes   EUR0 
 2          February 2026 Notes    EUR369,503,000 
 2          September 2026 Notes   EUR0 
 2          2028 Notes             EUR0 
 

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 11.00 a.m. (London time) today (the Pricing Time). As soon as reasonably practicable after the 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, (i) each Series Acceptance Amount, and (ii) for each applicable Series of Fixed Purchase Spread Notes, each Benchmark Rate, each Purchase Yield and each Purchase Price.

The Settlement Date in respect of any Notes accepted for purchase pursuant to the relevant Offers is expected to be 19 May 2023. Any Notes accepted for purchase pursuant to the relevant Offers will be cancelled.

Barclays Bank PLC (Telephone: [phone] ; Attention: Liability Management Group; Email: [e-mail]) and Standard Chartered Bank (Telephone: [phone] ; Attention: Liability Management; Email: [e-mail] ) are acting as Dealer Managers for the Offers.

Kroll 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 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 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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May 17, 2023 02:00 ET (06:00 GMT)