REG - Tullow Oil PLC - Refinancing Transaction Update

Tullow OilAnnouncement

26/02/2026 17:00

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RNS Number : 5952U  Tullow Oil PLC  26 February 2026

Tullow Oil plc

Refinancing Transaction Update: Lock-Up Agreement with over 90% of Noteholders

26 February 2026 - Further to its announcement on 20 February 2026, Tullow Oil
plc ( "Tullow" or the "Company") is pleased to announce that holders of over
90% of its senior secured notes due May 2026 ("Senior Secured Notes") have
acceded to the Lock-Up Agreement in support of the Company's Refinancing
Transaction ("Transaction"), meeting the necessary threshold required to
implement it by way of consent solicitation. As previously disclosed, the
Transaction is expected to complete in the second quarter of 2026.

Ian Perks, Chief Executive Officer of Tullow, commented:

"We are pleased to have secured strong creditor support for the refinancing
transaction, positioning the company well for future growth.

"We have solid foundations in place for improved performance and strong
operational momentum with the extension of our Ghanaian Petroleum Agreements
and SPA signature for the TEN FPSO purchase, combined with a successful start
to our current drilling campaign. Looking ahead, our priorities remain clear
as we optimise production safely, maximise value across our operations and
deliver our business plan. We are excited about the opportunities ahead to
create value for all stakeholders."

Consent Fees

Holders of the Senior Secured Notes who accede to the Lock-Up Agreement on or
before 27 February 2026 and comply with the terms of the Lock-Up Agreement
(the "Early‑Bird Consenting Holders") are eligible to receive: (i) a 1.00%
early‑bird fee in cash; and (ii) an in‑kind fee, payable in the form of
new notes (the "New Notes"), equal in aggregate to 5.00% of the aggregate
principal amount of Senior Secured Notes held by holders of the Senior Secured
Notes who do not accede to the Lock-Up Agreement on or before 27 February 2026
(if any), allocated pro rata to Early‑Bird Consenting Holders based on their
holdings of Senior Secured Notes as at the Allocation Time (being 5pm (EST) on
the day prior to closing of the Transaction). Besides the foregoing consent
fees, Early-Bird Consenting Holders will receive $1,000 of New Notes per each
$1,000 of Senior Secured Notes held as at the Allocation Time. Holders of the
Senior Secured Notes who do not accede to the Lock-Up Agreement on or before
27 February 2026 will receive $950 of New Notes per each $1,000 of Senior
Secured Notes held as at the Allocation Time.

 

 CONTACTS
 Investor Relations

 ir@tullowoil.com                    Media

                                   Camarco
 Matthew Evans

                                   (+44 20 3781 9244)

                                     Billy Clegg

                                     Georgia Edmonds

                                     Rebecca Waterworth

 Information Agent

 Kroll Issuer Services Limited       Advisers to the Company

 https://deals.is.kroll.com/tullow   PJT Partners: tullow_2026_pjt@pjtpartners.com

                                     Latham & Watkins: projectturbo2025.lwteam@lw.com

                                     Advisers to the Noteholder Ad Hoc Group

                                     Houlihan Lokey: frg.hlprojecttreacle@hl.com

                                     Weil, Gotshal & Manges: weilrx.projecttreacle@weil.com

 

Notes to editors

Tullow is an independent energy company that is building a better future
through responsible oil and gas development in Africa. The Company's
operations are focused on its core producing assets in Ghana and Tullow is
committed to becoming Net Zero on its Scope 1 and 2 emissions by 2030 and has
a Shared Prosperity strategy that delivers lasting socio-economic benefits for
its host nations. The Company is quoted on the London and Ghanaian stock
exchanges (symbol: TLW). For further information, please refer to:
www.tullowoil.com (http://www.tullowoil.com/) .

 

Follow Tullow on:

LinkedIn: www.linkedin.com/company/Tullow-Oil
(http://www.linkedin.com/company/Tullow-Oil)

X: www.X.com/TullowOilplc (http://www.X.com/TullowOilplc)

 

Forward-Looking Statements

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) No 596/2014 (as it forms part of UK domestic
law by virtue of the European Union (Withdrawal) Act 2018 as amended by virtue
of the Market Abuse (Amendment) (EU Exit) Regulations 2019). Upon publication
of this announcement, this inside information will be considered to be in the
public domain. The person responsible for arranging the release of this
announcement on behalf of Tullow is Adam Holland, Company Secretary.

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, subscribe
for or otherwise acquire, or to sell, transfer or otherwise dispose of, any
securities or the solicitation of any vote or approval in any jurisdiction,
whether pursuant to this announcement or otherwise.

The release, publication or distribution of this announcement in, into or from
jurisdictions outside the United Kingdom 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 law of any such
jurisdiction.

 

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