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Statement regarding possible offer for Tullow Oil

In brief · summary, not quotable

Kosmos Energy terminates preliminary discussions and will not make a firm offer for Tullow Oil.

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Further to the announcements made by Tullow Oil plc ("Tullow") and Kosmos Energy Ltd. ("Kosmos") in relation to very preliminary discussions about Kosmos' possible offer for Tullow, Kosmos now confirms that it does not intend to make a firm offer for Tullow at this time and is consequently bound by the restrictions under Rule 2.8 of the Code, save in the circumstances set out below.

This is a statement to which Rule 2.8 of the Code applies. As is customary, Kosmos reserves the right to set aside this statement in the following circumstances that are described under Note 2 to

Rule 2.8 of the Code:

  • the Board of Directors of Tullow agreeing to this statement being set aside;
  • a third party announcing a firm intention to make an offer for Tullow;
  • Tullow announcing a Rule 9 waiver proposal (as described in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover (as defined in the Code); or
  • the UK Panel on Takeovers and Mergers (the "Panel") determining that there has been a material change of circumstances.

A Rule 9 waiver proposal is where the Panel is asked to waive the obligation to make an offer under Rule 9 of the Code which would otherwise arise where, as a result of the issue of new securities as consideration for an acquisition or a cash subscription or in fulfilment of obligations under an agreement to underwrite the issue of new securities, a person or group of persons acting in concert acquires an interest, or interests, in shares which carry 30% or more of the voting rights of a company (to which the Code applies).

A transaction will be a reverse takeover if an offeror (being a company to which the Code applies) might as a result need to increase its existing issued voting equity share capital by more than 100%.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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