Tullow Oil Regulatory News (TLW)

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 SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE.

29 September 2022

Tullow Oil plc

Statement regarding proposed all-share combination with Capricorn Energy plc - no intention to increase offer or switch from scheme to offer

The Board of Tullow Oil plc ("Tullow") notes the announcement released today by Capricorn Energy plc ("Capricorn") in connection with Capricorn's proposed combination with NewMed Energy Limited Partnership. Following the withdrawal of the intention of the Capricorn directors to recommend the proposed combination with Tullow, the Board of Tullow:

· has determined not to increase the value of Tullow's offer for Capricorn or to elect to implement its offer by way of a contractual offer;

· is entitled to serve notice to terminate the Co-operation Agreement between Tullow and Capricorn, which it intends to do;

· accepts that without the recommendation and cooperation of Capricorn the scheme of arrangement cannot practically be implemented and become effective.

The Board of Tullow continues to believe the terms of the Combination with Capricorn would create value for Tullow shareholders. However, the successful delivery of the business plan, strong operating and financial performance and a high quality, opportunity-rich portfolio reinforces the Board's confidence in Tullow's future. On 14 September 2022, Tullow issued Half Year results in which the Group clearly demonstrated that it is already delivering on its plan:

· Tullow's standalone business plan for 2022-25 is expected to deliver c.$1bn of free cash flow at $75 per barrel and nearly $2bn over the same period at $100 per barrel;

· The company continues to progress a number of levers for value creation including plans for Jubilee South East and North East, TEN Enhancement, Ghana Gas and Kenya;

· Improved operations continue to deliver production growth which is underpinned by 2P reserves of 242 mmboe and 2C resources of 668 mmboe;

· Forecast free cash flow for 2022 of c.$200 million is expected to deliver gearing of less than 1.5x at YE 2022;

· Material upside from contingent payments linked to previous divestments in Uganda, Equatorial Guinea and Gabon.

Rahul Dhir, CEO of Tullow Oil plc, commented today:

"As demonstrated by our recent results, Tullow's business is performing well following a comprehensive operational and financial turnaround over the past two years. While the merger with Capricorn would be value-enhancing, we have transformed our cost base, sold non-core assets, refinanced our debt and improved our capital efficiency. Tullow has a unique asset base and a scalable operating platform that will deliver material value for our investors in the coming years. I look forward to discussing our plans at a Capital Markets Day that we will host before the end of the year."

The person responsible for making this announcement on behalf of Tullow is Adam Holland, Company Secretary.

Enquiries:

Tullow

+44 (0)20 3249 9000

Investors

Robert Hellwig

Matthew Evans

Media

George Cazenove

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

Rebecca Waterworth

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.

Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication of this announcement

A copy of this announcement will be available subject to certain restrictions on Tullow's website at https://www.tullowoil.com.

The contents of Tullow's website is not incorporated into and do not form part of this announcement.