REG - BP Capital Markets - Result of Tender Offer

BPAnnouncement

17/05/2023 13:30

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RNS Number : 7594Z  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 final 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) €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 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 final 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.

Series Acceptance Amounts

The Offeror announces that it has decided 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 pursuant to the relevant Offers and each
Series Acceptance Amount will be as set out in the table below.

No July 2024 Notes, September 2024 Notes, September 2026 Notes or 2028 Notes
will be accepted for purchase pursuant to the relevant Offers.

Pricing and Settlement

Pricing for the Fixed Purchase Spread Notes took place at or around 11.00 a.m.
(London time).

A summary of the final pricing for, and results of, the Offers appears below:

 

 

 Priority Level  Notes                 Series Acceptance Amount  Benchmark Rate   Purchase Spread  Purchase Yield   Purchase Price    Outstanding nominal amount post settlement
 1               April 2024 Notes      €426,689,000              N/A              N/A              N/A              98.850 per cent.  €573,311,000
 1               March 2025 Notes      €269,805,000              3.501 per cent.  -45 bps          3.051 per cent.  98.111 per cent.  €480,195,000
 1               June 2025 Notes       €35,941,000               3.400 per cent.  -40 bps          3.000 per cent.  96.133 per cent.  €428,574,000
 1               February 2027 Notes   €347,168,000              3.088 per cent.  15 bps           3.238 per cent.  94.206 per cent.  €902,832,000
 1               November 2027 Notes   €86,353,000               3.028 per cent.  15 bps           3.178 per cent.  90.351 per cent.  €394,867,000
 2               July 2024 Notes       €0                        N/A              N/A              N/A              N/A               €329,488,000
 2               September 2024 Notes  €0                        N/A              N/A              N/A              N/A               €430,677,000
 2               February 2026 Notes   €369,503,000              3.235 per cent.  -10 bps          3.135 per cent.  99.565 per cent.  €630,497,000
 2               September 2026 Notes  €0                        N/A              N/A              N/A              N/A               €850,000,000
 2               2028 Notes            €0                        N/A              N/A              N/A              N/A               €567,676,000

The Offeror will also pay an Accrued Interest Payment in respect of Notes
accepted for purchase pursuant to the relevant Offers.

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

Barclays Bank PLC (Telephone: +44 20 3134 8515; Attention: Liability
Management Group; Email: eu.lm@barclays.com) and Standard Chartered Bank
(Telephone: +44 20 7885 5739; Attention: Liability Management; Email:
liability_management@sc.com) are acting as Dealer Managers for the Offers.

Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Arlind
Bytyqi; Email: bp@is.kroll.com) 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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