NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

28 October 2022

TULLOW OIL PLC

Statement regarding the termination of the proposed Combination with Capricorn, cessation of the associated offer period, and withdrawal of the associated offer

The Board of Tullow Oil plc ("Tullow") notes the announcement released today by Capricorn Energy plc ("Capricorn") in connection with the previously announced proposed all-share combination of Tullow and Capricorn (the "Combination").  

On 29 September 2022, the Board of Capricorn announced that it had withdrawn its intention to recommend the Combination, and the Board of Tullow subsequently announced that it had no intention to increase the value of its offer for Capricorn or to elect to implement the Combination by way of a contractual offer.

The announcement released today by Capricorn confirms that Capricorn has provided its consent to the Panel on Takeovers and Mergers (the "Panel") to release Tullow from its obligations under the City Code on Takeovers and Mergers (the "Code") to proceed with the Combination.

Accordingly, the Board of Tullow confirms that it will no longer proceed with the Combination. The Panel has consented to the withdrawal of Tullow's associated offer and has confirmed to Tullow and Capricorn that:

(i)         Tullow is released from its obligations under Rule 2.7(b) and Rule 24.1 of the Code to proceed with the Combination;

(ii)         the offer period in relation to the Combination (for the purposes of the Code) has ceased to apply; and

(iii)        Tullow is subject to the restrictions set out in Rule 35.1 of the Code and is prohibited from, amongst other things, making any offer for Capricorn for a period of 12 months from the date of this announcement.  However, Tullow reserves the right to set aside the restrictions under Rule 35.1 of the Code with the consent of the Panel in the circumstances set out in Note 1 to Rule 35.1.  

Enquiries:

Tullow                                                                                                          +44 (0)20 3249 9000

Investors

Robert Hellwig

Matthew Evans

PJT Partners (Lead Financial Adviser)                                                    +44 (0)20 3650 1100

Ben Monaghan                                                             

Basil Geoghegan                                                                      

Jonathan Hall                                                               

Barclays (Financial Adviser, Corporate Broker and Sole Sponsor)      +44 (0)20 7623 2323

Grant Porter

Robert Mayhew

Tom Macdonald                                                           

Camarco (PR advisers)                                                                            +44 (0)20 3781 9244

Billy Clegg

Georgia Edmonds

Rebecca Waterworth

Herbert Smith Freehills LLP are acting as legal advisers to Tullow in connection with the matters set out in this announcement.

Important Notices relating to the Financial Advisers

PJT Partners, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Tullow and no-one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Tullow for providing the protections afforded to clients of PJT Partners nor for providing advice in relation to the matters referred to in this announcement. Neither PJT Partners nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of PJT Partners in connection with this announcement, any statement contained herein or otherwise.

Barclays, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Tullow and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Tullow for providing advice in relation to the matters referred to in this announcement.

In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Tullow securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Additional Information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation, or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell, or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders who are not resident in the United Kingdom should inform themselves about, and observe any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.