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 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 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 denominated Notes

9 May 2023.

BP Capital Markets p.l.c. (the Offeror) today announces separate invitations to holders of its outstanding (i) €1,000,000,000 1.876 per cent. Guaranteed Notes due 2024 (ISIN: XS2135797202) (the April 2024 Notes); (ii) €1,000,000,000 0.900 per cent. Guaranteed Notes due 2024 (ISIN: XS1851277969) (the July 2024 Notes); (iii) €850,000,000 0.830 per cent. Guaranteed Notes due 2024 (ISIN: XS1492671158) (the September 2024 Notes); (iv) €750,000,000 1.953 per cent. Guaranteed Notes due 2025 (ISIN: XS1375957294) (the March 2025 Notes); (v) €850,000,000 1.077 per cent. Guaranteed Notes due 2025 (ISIN: XS1637863629) (the June 2025 Notes); (vi) €1,000,000,000 2.972 per cent. Guaranteed Notes due 2026 (ISIN: XS1040506898) (the February 2026 Notes); (vii) €850,000,000 2.213 per cent. Guaranteed Notes due 2026 (ISIN: XS1114473579) (the September 2026 Notes); (viii) €1,250,000,000 1.573 per cent. Guaranteed Notes due 2027 (ISIN: XS1190974011) (the February 2027 Notes); (ix) €1,100,000,000 0.831 per cent. Guaranteed Notes due 2027 (ISIN: XS1992931508) (the November 2027 Notes); and (x) €900,000,000 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 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 9 May 2023 (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

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):

(a)           in the case of the April 2024 Notes, 98.850 per cent. of the nominal amount of such Notes (the April 2024 Notes Purchase Price); or

(b)           in the case of each other Series (the Fixed Purchase Spread Notes), to be determined at or around 11.00 a.m. (London time) on 17 May 2023 (the Pricing Time) in each case in accordance with standard market practice by reference to the sum (each such sum a Purchase Yield) of:

(i)            the relevant Purchase Spread specified in the table above; and

(ii)            the relevant Benchmark Rate.

The Purchase Price in respect of each Series of Fixed Purchase Spread Notes will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the relevant Fixed Purchase Spread Notes 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 a yield to maturity of the relevant Series of Fixed Purchase Spread Notes on the Settlement Date based on the relevant Purchase Yield. Specifically, the Purchase Price applicable to a particular Series of Fixed Purchase Spread Notes will equal (a) the value of all remaining payments of principal and interest on the relevant Series of Fixed Purchase Spread Notes up to and including the scheduled maturity date of the relevant Series of Fixed Purchase Spread Notes, 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 of Fixed Purchase Spread Notes.

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) is up to €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) is referred to as a Priority Level Consideration Amount.

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 9 May 2023, BP Capital Markets B.V. (the Issuer) intends to launch proposed issues of two new series of euro-denominated fixed rate notes, in each case to be guaranteed by the Parent, (together, the New Notes) under the Issuer's, the Offeror's and the Parent's US$40,000,000,000 Debt Issuance Programme (the Programme), in each case 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 5 August 2022, as supplemented by the supplementary prospectuses dated 15 February 2023 and 2 May 2023, in each case published by the Issuer, the Offeror and the Parent relating to the Programme (together, the Programme Prospectus); and (ii) the relevant final terms to be published by the Issuer relating to the relevant series of 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 relevant final terms to be published by the Issuer relating to the relevant series of New Notes.

The New Notes and the respective guarantees 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 respective guarantees 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 respective guarantees 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 either series of 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 either series of New Notes.

See the Programme Prospectus and the relevant final terms to be published relating to the relevant series of 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 either series 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 16 May 2023, 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 €100,000, and may thereafter be submitted in integral multiples of the relevant permitted integral multiple amount for such Series, being €1,000.

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

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.

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.

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for, participating in 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) 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. 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.

Belgium

The Offers are not being made, and will not be made or advertised, directly or indirectly, to any individual in Belgium qualifying as a consumer within the meaning of Article I.1 of the Belgian Code of Economic Law, as amended from time to time (a Belgian Consumer) and neither this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers have been or shall be distributed, directly or indirectly, in Belgium to Belgian Consumers.