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Tullow Oil plc (Tullow) announces that at its General Meeting held earlier today, the resolution set out in the Notice of General Meeting put to the General Meeting seeking approval for the proposed sale of its entire interests in Blocks 1, 1A, 2 and 3A in Uganda and the proposed East African Crude Oil Pipeline System to Total (the “Transaction”), as described in the circular to shareholders dated 18 June 2020 (the “Circular”) was passed by the requisite majority. The resolution put to the General Meeting was voted on by way of a poll and the results are set out below.
The Transaction also remains subject to a number of other conditions, including customary government approvals and the execution of a binding tax agreement with the Government of Uganda and the Uganda Revenue Authority that reflects the agreed tax principles previously announced. Subject to the satisfaction of the conditions, the Transaction is expected to complete in the second half of 2020.
|
|
Votes |
% |
Votes |
% |
Votes TOTAL |
% of ISC voted |
Votes WITHHELD |
|||||
|
To approve the Transaction |
788,781,164 |
99.93% |
565,765 |
0.07% |
789,346,929 |
55.94% |
131,910 |
|||||
Notes:
(1) Proxy appointments which gave discretion to the Chair of the General Meeting have been included in the “For” total of the resolution.
(2) A “Vote Withheld” is not a vote in law and is not counted in the calculation of the proportion of votes “For” or “Against” the resolution, nor in the calculation of the proportion of “Percentage of ISC voted” for the resolution.
(3) The percentage of votes “For” and “Against” the resolution is expressed as a percentage of votes validly cast for the resolution.
(4) The number of shares in issue at 6.00 p.m. on 13 July 2020 (being the voting record date for the General Meeting) was 1,411,003,726 ordinary shares of 10 pence each (the “Ordinary Shares”) and at that time, Tullow did not hold any Ordinary Shares in treasury. The proportion of “Percentage of ISC voted” for the resolution is the total of votes “For” and “Against” in respect of the resolution expressed as a percentage of the ISC as described in this note (4).
(5) In accordance with LR 9.6.2, a copy of the resolution passed at the meeting has been submitted to the FCA’s National Storage Mechanism, and will shortly be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The full text of the resolution passed at the General Meeting can be found in the Notice of General Meeting forming part of the Circular, which is available for inspection at the National Storage Mechanism and also on the Company’s website at http://www.tullowoil.com.
For further information contact:
| Tullow Oil plc (London) |
Murray Consultants (Dublin) |
|---|---|
| IR: Chris Perry, Nicola Rogers, Matt Evans Media: George Cazenove |
(+353 1 498 0300) Pat Walsh Joe Heron |
Notes to Editors
Tullow Oil plc
Tullow is a leading independent oil & gas, exploration and production group, quoted on the London, Irish and Ghanaian stock exchanges (symbol: TLW). The Group has interests in over 70 exploration and production licences across 15 countries in Africa and South America.
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Website: www.Tullowoil.com
THIS ANNOUNCEMENT IS AN ANNOUNCEMENT AND NOT A CIRCULAR OR PROSPECTUS OR EQUIVALENT DOCUMENT AND PROSPECTIVE INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION ON THE BASIS OF ITS CONTENTS. NOTHING IN THIS ANNOUNCEMENT CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION. SHAREHOLDERS ARE ADVISED TO CAREFULLY READ THE CIRCULAR.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. THE DISTRIBUTION OF THIS ANNOUNCEMENT IN JURISDICTIONS OTHER THAN THE UNITED KINGDOM, IRELAND AND GHANA MAY BE RESTRICTED BY LAW AND THEREFORE PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
This announcement and the Circular include statements that are, or may deemed to be, “forward-looking statements” within the meaning of the securities laws of certain jurisdictions. These forward-looking statements can be identified by the use of forward-looking terminology, such as “anticipate”, “expect”, “suggests”, “plan”, “believe”, “intend”, “estimates”, “targets”, “projects”, “should”, “could”, “would”, “may”, “will”, “forecast” and other similar expressions or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and the Circular and include statements regarding Tullow’s or the Tullow directors’ plans, estimates, intentions, beliefs or current expectations concerning, among other things, the Transaction, Tullow’s exploration and development plans and the timing and cost thereof, future production levels and volumes, future operating cost levels, the grant and timing of future governmental or commercial or joint venture partner approvals or consents, future portfolio management plans, the Group’s liquidity, financing costs and reserve base redeterminations, the timing, outcome and potential scope of liability in any litigation, proceedings or other disputes and Tullow’s business, financial condition, results of operations and/or prospects and/or the industry in which the Group operates more generally.
Forward-looking statements are not guarantees of future performance and the Group’s actual business, financial condition, results of operations and/or prospects and/or the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this announcement and the Circular. In addition, even if the Group’s business, financial condition, results of operations and/or prospects and/or the development of the industry in which it operates, are consistent with the forward-looking statements contained in this announcement and the Circular, those results or developments may not be indicative of results or developments in subsequent periods.