Bond Tallow Oil 10.25% ( USG91237AB60 ) in USD

Tallow Oil

80.53 % ▼

United Kingdom

USG91237AB60 ( in USD )

10.25% per year ( payment 2 times a year)

15/05/2026

Prospectus brochure of the bond Tullow Oil USG91237AB60 en USD 10.25%, maturity 15/05/2026

200 000 USD

1 800 000 000 USD

G91237AB6

B- ( Highly speculative )

15/11/2025 ( In 162 days )

Tullow Oil plc is an independent oil and gas exploration and production company focused on Africa and operates in several countries across the continent.

The Bond issued by Tallow Oil ( United Kingdom ) , in USD, with the ISIN code USG91237AB60, pays a coupon of 10.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/05/2026
The Bond issued by Tallow Oil ( United Kingdom ) , in USD, with the ISIN code USG91237AB60, was rated B- ( Highly speculative ) by Standard & Poor's ( S&P ) credit rating agency.

OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION IN
THE UNITED STATES
Tullow Oil plc
$1,800,000,000 10¼% Senior Secured Notes due 2026
Guaranteed on a senior secured basis by certain of its subsidiaries
Tullow Oil plc, incorporated as a public limited company under the laws of England and Wales (the "Company"), is offering $1,800,000,000 aggregate principal amount of its 10¼% Senior Secured Notes
due 2026 (the "Notes") which will be issued pursuant to an indenture (the "Indenture") to be dated as of May 17, 2021 (the "Issue Date").
Interest on the Notes will be paid semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2021. The Notes will mature on May 15, 2026. The Company may
redeem the Notes in whole or in part at any time on or after May 15, 2023 at the redemption prices specified herein. Prior to May 15, 2023, the Company may redeem all or part of the Notes at a
redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any, plus the applicable "make whole" premium, as described herein. Prior
to May 15, 2023, the Company may redeem up to 35% of the aggregate principal amount of the Notes with the net proceeds from certain equity offerings at the redemption price set forth herein.
Additionally, the Company may redeem all, but not less than all, of the Notes upon the occurrence of certain changes in applicable tax law.
Upon certain events defined as constituting a change of control, the Company may be required to make an offer to purchase each series of the Notes at 101% of their principal amount, plus accrued and
unpaid interest and additional amounts, if any.
The Notes will be the Company's senior secured obligations and will be guaranteed (the "Note Guarantees" and, each, a "Note Guarantee") on a senior secured basis by certain of its material subsidiaries
(together, the "Guarantors"). On May 15 of each of the Company's fiscal years beginning with the fiscal year ending December 31, 2022, the Company shall prepay $100.0 million of the outstanding
principal amount of the Notes (plus accrued and unpaid interest, if any, in respect of the Notes prepaid) at a prepayment price equal to 100% of the aggregate principal amount of Notes redeemed. See
"Description of Notes--Mandatory prepayments; No sinking fund."
On the Issue Date, the Notes and the Note Guarantees will be secured by contractual first priority security interests, which will also secure the obligations under our Revolving Credit Facility, over the
following assets (together, the "Initial Collateral"): (i) the capital stock of Tullow Overseas Holdings BV, Tullow Oil SK Limited and Tullow Oil SPE Limited, (ii) charges over certain accounts of Tullow Oil
plc, (iii) assignments of certain hedging agreements and insurance policies of Tullow Oil plc and (iv) a floating charge over all assets of Tullow Oil plc.
Within 90 days of the Issue Date, the Notes and the Note Guarantees will be secured by first-priority security interests, which will also secure the obligations under our Revolving Credit Facility, in (i) the
capital stock of certain of Tullow Côte d'Ivoire Limited, Tullow Oil International Limited, Tullow Oil Gabon S.A., Tullow Kenya B.V., Tullow Gabon Holdings Limited and Tullow Gabon Limited; (ii) certain
material intercompany subordinated debt owing by certain Guarantors and members; (iii) fixed charges and bank account pledge agreements over certain accounts, assignments of certain hedging
agreements and insurances and floating charges over all other assets of Tullow Oil SK Limited and Tullow Oil SPE Limited; and (iv) charges over accounts of Tullow Oil SK Limited, Tullow Overseas Holdings
BV, Tullow Oil SPE Limited, Tullow Oil Gabon S.A., Tullow Ghana Limited, and Tullow Côte d'Ivoire Limited (the "Post-Closing Collateral", together with the Initial Collateral, the "Collateral"), as described
in "Summary--The offering--Security" and "Description of notes--Security", provided that the requirement for a pledge over capital stock of Tullow Oil Gabon S.A. may be extended to 120 days after the
Issue Date, subject to certain conditions. In the event of enforcement of the security over the Collateral, the holders of the Notes will receive the proceeds from the Collateral only after the lenders under
the Revolving Credit Facility and certain hedging obligations have been repaid in full. See "Description of notes--Security." The validity and enforceability of the Guarantees and the security and liability
of the Guarantors and security providers will be subject to the limitations described under "Limitations on validity and enforceability of the Security and the Guarantees and certain insolvency law
considerations."
The Notes and the Note Guarantees will be equal in right of payment with all of the existing and future senior indebtedness of the Company and the Guarantors, senior to all of the existing and future
indebtedness of the Company and the Guarantors that is subordinated in right of payment to the Notes and the Note Guarantees and effectively senior to all of the existing and future unsecured
indebtedness of the Company and the Guarantors, including the 2025 Senior Notes, to the extent of the value of the Collateral available to satisfy claims under the Notes and the Note Guarantees.
There is currently no public market for the Notes. Application will be made for the Notes admitted to listing on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF. There
can be no assurance that the Notes will be, or will remain, listed and admitted to trade on the Euro MTF. This Offering Memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg
law on prospectuses for securities dated July 16, 2019.
Investing in the Notes involves a high degree of risk. See the "Risk Factors" section of this Offering Memorandum beginning on page 25 for a discussion of
certain risks that you should consider in connection with an investment in any of the Notes.
Offering Price for the Notes: 100.000% plus accrued and unpaid interest, if any, from the Issue Date.
We expect that the Notes will be delivered in book-entry form through The Depository Trust Company ("DTC") on or about the Issue Date. The Notes will be in registered form and will be initially issued in
denominations of $200,000 and integral multiples of $1,000 in excess thereof and will only be transferable in minimum principal amounts of $200,000 and integral multiples of $1,000 in excess thereof.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any other jurisdiction, and may not be offered or
sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. In the United States, this offering is being
made only to "qualified institutional buyers" ("QIBs") (as defined in Rule 144A under the U.S. Securities Act) in compliance with Rule 144A under the U.S. Securities Act ("Rule 144A"). You are hereby notified
that the Initial Purchasers of the Notes may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. Outside of the United States, this offering is being
made in reliance on Regulation S under the U.S. Securities Act ("Regulation S"). For further details about eligible offerees and resale restrictions, see "Plan of distribution" and "Notice to investors."
Joint global coordinators and joint bookrunners
J.P. Morgan
DNB Markets
ING
Standard Bank
Standard Chartered Bank
Co-managers
ABSA
Barclays
BNP PARIBAS
Nedbank
The date of this Offering Memorandum is June 15, 2021.

In making your investment decision, you should rely only on the information contained in this Offering
Memorandum. We and J.P. Morgan Securities plc, DNB Markets, Inc., ING Bank N.V., London Branch, The
Standard Bank of South Africa Limited, Standard Chartered Bank, Absa Bank Limited, Barclays Bank PLC, BNP
PARIBAS and Nedbank Limited (acting through its Nedbank Corporate and Investment Banking Division)
(collectively, the "Initial Purchasers") have not authorized anyone to provide you with any other information.
If you receive any other information, you should not rely on it. We and the Initial Purchasers are offering to
sell the Notes only in places where offers and sales are permitted. You should not assume that the information
contained in this Offering Memorandum is accurate as of any date other than the date on the front cover of
this Offering Memorandum. Our business or financial condition and other information in this Offering
Memorandum may change after that date.

Table of Contents

Forward-looking statements ................................................................................................................................ vii
Presentation of financial and other information .................................................................................................... x
Currency presentation and definitions ................................................................................................................ xix
Summary ................................................................................................................................................................ 1
Corporate structure and certain financing arrangements ................................................................................... 10
The offering ......................................................................................................................................................... 12
Summary historical financial data ....................................................................................................................... 18
Summary reserves, resources, production and operating data .......................................................................... 23
Risk factors .......................................................................................................................................................... 25
Use of proceeds ................................................................................................................................................... 79
Capitalization ....................................................................................................................................................... 80
Selected financial data ......................................................................................................................................... 82
Management's discussion and analysis of financial condition and results of operations ................................... 84
Industry and market data .................................................................................................................................. 111
Our business ...................................................................................................................................................... 119
Certain regulatory regimes ................................................................................................................................ 173
Management ..................................................................................................................................................... 182
Principal shareholders ....................................................................................................................................... 190
Certain relationships and related party transactions ........................................................................................ 191
Description of certain financing arrangements ................................................................................................. 192
Description of Notes .......................................................................................................................................... 219
Book-entry, delivery and form ........................................................................................................................... 292
Limitations on validity and enforceability of the Security and the Guarantees and certain insolvency law
considerations ............................................................................................................................................... 297
Taxation ............................................................................................................................................................. 329
Plan of distribution ............................................................................................................................................ 334
Notice to investors............................................................................................................................................. 337
Legal matters ..................................................................................................................................................... 340
Independent auditors ........................................................................................................................................ 341
Independent petroleum engineers .................................................................................................................... 342
Available information ........................................................................................................................................ 343
Service of process and enforcement of civil liabilities ....................................................................................... 344
Listing and general information ......................................................................................................................... 348
Glossary ............................................................................................................................................................. 350
Index to financial statements ............................................................................................................................. F-1

i

Important information about this Offering Memorandum
You should read this Offering Memorandum before making a decision whether to purchase any Notes.
We have prepared this Offering Memorandum based on information we have or have obtained from sources
we believe to be reliable. Summaries of documents contained in this Offering Memorandum may not be
complete. We will make copies of actual documents available to you upon request. Neither we nor the Initial
Purchasers are providing you with any legal, investment, business, tax or other advice in this Offering
Memorandum. You should consult with your own counsel, accountants and other advisors as needed to assist
you in making your investment decision and to advise you whether you are legally permitted to purchase the
Notes.
We are offering the Notes, and the Guarantors are issuing the Note Guarantees, in reliance on (i) an exemption
from registration under the U.S. Securities Act for an offer and sale of securities that does not involve a public
offering and (ii) a transaction pursuant to Regulation S that is not subject to the registration requirements of the
U.S. Securities Act. If you purchase the Notes, you will be deemed to have made certain acknowledgments,
representations and warranties as detailed under "Notice to investors." The Notes are subject to restrictions on
transferability and resale and may not be transferred or resold except as permitted under the U.S. Securities Act
and applicable securities laws of any other jurisdiction pursuant to registration or exemption therefrom. You
may be required to bear the financial risk of an investment in the Notes for an indefinite period. Neither we nor
the Initial Purchasers are making an offer to sell the Notes in any jurisdiction where the offer and sale of the
Notes is prohibited. Neither we nor the Initial Purchasers are making any representation to you that the Notes
are a legal investment for you.
Each prospective purchaser of the Notes must comply with all applicable laws and rules and regulations in force
in any jurisdiction in which it purchases, offers or sells the Notes and must obtain any consent, approval or
permission required by it for the purchase, offer or sale by it of the Notes under the laws and regulations in force
in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and neither we nor
the Initial Purchasers shall have any responsibility therefor.
Neither the U.S. Securities and Exchange Commission (the "SEC"), any U.S. state securities commission nor any
non-U.S. securities authority nor other authority has approved or disapproved of the Notes or determined if this
Offering Memorandum is truthful or complete. Any representation to the contrary is a criminal offense in the
United States.
We accept responsibility for the information contained in this Offering Memorandum. We have made all
reasonable inquiries and confirm to the best of our knowledge, information and belief that the information
contained in this Offering Memorandum with regard to us and our subsidiaries and affiliates and the Notes is
true and accurate in all material respects as of the date of this Offering Memorandum, that the opinions and
intentions expressed in this Offering Memorandum are honestly held and that we as of the date of this Offering
Memorandum are not aware of any other facts, the omission of which would make this Offering Memorandum
or any statement contained herein misleading in any material respect.
None of the Initial Purchasers, Trustee, Principal Paying Agent, Registrar, Transfer Agent or London Paying Agent
make any representation or warranty, express or implied, as to, and assume no responsibility for, the accuracy
or completeness of the information contained in this Offering Memorandum. Nothing contained in this Offering
Memorandum is, or shall be relied upon as, a promise or representation by the Initial Purchasers, Trustee,
Principal Paying Agent, Registrar, Transfer Agent or London Paying Agent as to the past, the present or the
future.
The information set out in relation to sections of this Offering Memorandum describing clearing and settlement
arrangements, including in the "Description of notes" and "Book-entry, delivery and form," is subject to a change
in or reinterpretation of the rules, regulations and procedures of DTC currently in effect. While we accept
responsibility for accurately summarizing the information concerning DTC we accept no further responsibility in
respect of such information.
We intend to list the Notes on the Official List of the Luxembourg Stock Exchange and have the Notes admitted
for trading on the Luxembourg Stock Exchange's Euro MTF, and intend to submit this Offering Memorandum to
ii

the competent authority in connection with the listing application. In the course of any review by the competent
authority, we may be requested to make changes to the financial and other information included in this Offering
Memorandum. We may also be required to update the information in this Offering Memorandum to reflect
changes in our business, prospects, financial condition or results of operations. We cannot guarantee that the
application we have made to the Official List of the Luxembourg Stock Exchange for the Notes to be listed and
admitted to trading on the Luxembourg Stock Exchange's Euro MTF thereof will be approved as of the Issue Date
for the Notes or at any time thereafter, and settlement of the Notes is not conditioned on obtaining this
admission to trading.
IN CONNECTION WITH THIS OFFERING, J.P. MORGAN SECURITIES PLC (THE "STABILIZING MANAGER") (OR
PERSONS ACTING ON ITS BEHALF) MAY OVER-ALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL OTHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL. HOWEVER, NO ASSURANCE CAN BE GIVEN THAT THE STABILIZING MANAGER (OR PERSONS ACTING
ON ITS BEHALF) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THIS OFFERING IS MADE
AND, IF BEGUN, MAY BE DISCONTINUED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30
CALENDAR DAYS AFTER THE ISSUE DATE AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF
THE NOTES. ANY STABILIZATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILIZING
MANAGER (OR PERSONS ACTING ON ITS BEHALF) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION."
Notice to U.S. investors
This offering is being made in the United States in reliance upon an exemption from registration under the U.S.
Securities Act for an offer and sale of the Notes which does not involve a public offering. In making your
purchase, you will be deemed to have made certain acknowledgments, representations and agreements. See
"Notice to investors."
This Offering Memorandum is being provided (1) to a limited number of U.S. investors that we reasonably
believe to be "qualified institutional buyers" ("QIBs") under Rule 144A under the U.S. Securities Act for
informational use solely in connection with their consideration of the purchase of the Notes and (2) to investors
outside the United States pursuant to offshore transactions complying with Rule 903 or Rule 904 of Regulation S
under the U.S. Securities Act. The Notes described in this Offering Memorandum have not been registered with,
recommended by or approved by the SEC, any state securities commission in the United States or any other
securities commission or regulatory authority, nor has the SEC, any state securities commission in the United
States or any such securities commission or authority passed upon the accuracy or adequacy of this Offering
Memorandum. Any representation to the contrary is a criminal offense in the United States.
Certain considerations regarding sales into Canada
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are
accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of
the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in
accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of
applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for
rescission or damages if this Offering Memorandum (including any amendment thereto) contains a
misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within
the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser
should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for
particulars of these rights, or consult with a legal advisor.
Pursuant to Section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the Initial Purchasers
are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of
interest in connection with this Offering.
iii

Notice to European Economic Area investors
PRIIPs Regulation / Prohibition of sales to EEA retail investors
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold
or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes,
a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1)
MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1)
of MiFID II or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key
information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPS Regulation.
MIFID II product governance / Professional investors and ECPs only target market
Solely for the purposes of each manufacturer's product approval process, the target market assessment in
respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties
and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to
eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the manufacturer's target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment)
and determining appropriate distribution channels.
Notice to Hong Kong investors
The Notes may not be offered or sold in Hong Kong by means of any document other than to (1) "professional
investors" within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules
made thereunder, or (2) in circumstances which do not result in the document being a "prospectus" as defined
in the Companies Ordinance (Cap. 32) of the laws of Hong Kong or which do not constitute an offer to the public
within the meaning of that Ordinance. No invitation, advertisement or document relating to the Notes may be
issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong
or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public of
Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the
Notes which are intended to be disposed of only to persons outside Hong Kong or only to "professional
investors," as defined under the Securities and Futures Ordinance (Cap. 571) of the laws of Hong Kong and any
rules made thereunder.
Notice to Nigerian investors
This Offering Memorandum and the Notes have not been and will not be registered with the Nigerian Securities
and Exchange Commission, or under the Nigerian Investment Securities Act No. 29 of 2007 (the "ISA"). Further,
neither this Offering Memorandum nor any other offering material related to the Notes may be utilized in
connection with any offering to the public within Nigeria, and the Notes may not be offered or sold within Nigeria
or to, or for the account or benefit of, persons resident in Nigeria, except in certain transactions exempt from
the registration requirements of the ISA. Accordingly, this Offering Memorandum is not directed to, and the
Notes are not available for subscription by, any persons within Nigeria, other than the selected investors to
whom this Offering Memorandum has been addressed as a private sale, or domestic concern, within the
exemption and meaning of Section 69(2) of the ISA.
Notice to Russian investors
The Notes will not be, nor are they intended to be, offered, transferred or sold as part of their initial distribution
or at any time thereafter to or for the benefit of any persons (including legal entities) resident, incorporated,
established or having their usual residence in the Russian Federation or to any person located within the territory
of the Russian Federation unless and to the extent otherwise permitted under Russian law. Neither the Notes
iv

nor this Offering Memorandum or other documents relating to them have been or are intended to be registered
in Russia with any state authorities that may from time to time be responsible for such registration. The Notes
are not eligible for "placement" and "circulation" in the Russian Federation (as defined under Russian law) unless
and to the extent otherwise permitted by Russian law. The information provided in this Offering Memorandum
is not an offer, or an invitation to make offers, sell, purchase, exchange or otherwise transfer the Notes in the
Russian Federation or to or for the benefit of any Russian person or entity.
Notice to Singaporean investors
This Offering Memorandum has not been and will not be registered as a prospectus with the Monetary Authority
of Singapore. Accordingly, this Offering Memorandum or any other document or material in connection with the
offer or sale, or invitation for subscription or purchase, of the Notes may not be circulated or distributed, nor
may the Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether
directly or indirectly, to persons in Singapore other than (1) to an institutional investor under Section 274 of the
Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (2) to a relevant person pursuant to
Section 275(1) or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions
specified in Section 275 of the SFA, or (3) otherwise pursuant to, and in accordance with the conditions of, any
other applicable provision of the SFA.
Where the Notes are subscribed for or purchased under Section 275 of the SFA by a relevant person which is:
(1) a corporation (which is not an accredited investor (as defined in Section 4 of the SFA)) the sole business of
which is to hold investments and the entire share capital of which is owned by one or more individuals,
each of whom is an accredited investor; or
(2) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and
each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in
Section 239 (1) of the SFA) of that corporation or the beneficiaries' rights and interest (however described)
in that trust shall not be transferable within six months after that corporation or that trust has acquired
the Notes pursuant to offer made under Section 275 of the SFA except:
(a) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any
person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA, and in
accordance with the conditions specified in Section 275 of the SFA;
(b) where no consideration is or will be given for the transfer;
(c) where the transfer is by operation of law; or
(d) as specified in Section 276(7) of the SFA.
Pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA, it has been determined, and notice is hereby given to
all relevant persons (as defined in Section 309A of the SFA) that the Notes are "prescribed capital markets
products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore)
and "excluded investment products" (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment
Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Notice to United Kingdom investors
PRIIPs Regulation / Prohibition of sales to UK retail investors
This Offering Memorandum is for distribution only to persons who (i) have professional experience in matters
relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons failing within Article
49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order,
(iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in
connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "Relevant Persons"). This Offering Memorandum
v

is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant
Persons and will be engaged only with Relevant Persons.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold
or otherwise made available to any retail investor in the United Kingdom (the "UK"). For these purposes, a "retail
investor" means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of
Regulation (EU) No 2017.565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act
2018 (the "EUWA"); (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations
made under the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016.87,
where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation
(EU) 600/2014 as it forms part of domestic law by virtue of the EUWA or (iii) not a qualified investor as defined
in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently,
no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by
virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the UK has been prepared and, therefore, offering or selling the Notes or otherwise
making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
This Offering Memorandum has been prepared on the basis that any offer of the Notes in the UK will be made
pursuant to an exemption under Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the
EUWA (the "UK Prospectus Regulation") from a requirement to publish a prospectus for offers of Notes. This
Offering Memorandum is not a prospectus for the purpose of the U Prospectus Regulation.
Notwithstanding the United Kingdom's departure from the European Union, any references in this Offering
Memorandum to European Union law should be treated as references to such law as applied in England and
Wales from time to time including as retained, amended, re-enacted or otherwise given effect on or after 11:00
pm on January 31, 2020.
U.K. MiFIR product governance / Professional Investors and ECPs Only Target Market
Solely for the purposes of each manufacturer's product approval process, the target market assessment in
respect of the securities has led to the conclusion that: (i) the target market for the securities is only eligible
counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional
clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the securities to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the securities (a "distributor") should take into consideration the manufacturers' target market
assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance
Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market
assessment in respect of the securities (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU SHOULD READ BEFORE
YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE NOTES.
vi

Forward-looking statements
Except for historical information contained herein, statements contained in this Offering Memorandum may
constitute "forward-looking statements," within the meaning of the securities laws of certain jurisdictions,
including, without limitation, statements under the headings "Presentation of industry and market data,"
"Summary," "Risk factors," "Management's discussion and analysis of financial condition and results of
operations," "Our business" and other sections. These forward-looking statements can be identified by the use
of forward-looking terminology, including the terms "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 Offering Memorandum and include statements regarding our current intentions, beliefs or
expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects,
growth, strategies and the industry in which we operate.
We caution you that forward-looking statements are not guarantees of future performance and that our actual
results of operations, financial condition and liquidity, and the development of the industry in which we operate
may differ materially from those referred to or suggested by the forward-looking statements contained in this
Offering Memorandum. In addition, even if our results of operations, financial condition and liquidity, and the
development of the industry in which we operate are consistent with the forward-looking statements contained
in this Offering Memorandum, they may not be indicative of our results, financial conditions or liquidity or
developments in subsequent periods.
Any forward-looking statements that we make in this Offering Memorandum speak only as of the date of such
statement, and we undertake no obligation to update such statements, whether as a result of new information,
future events or otherwise. Comparisons of results for current and any prior periods are not intended to project
trends into the future or indicate future performance, unless expressed as such, and should only be viewed as
historical data.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future. Moreover, we operate in a very competitive
and rapidly changing environment. New risk factors emerge from time to time and it is not possible for us to
predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to
which any factor, or combination of factors, may cause actual results to differ materially from those contained
in any forward-looking statements. Given these risks and uncertainties, you should not place undue reliance on
forward-looking statements as a prediction of actual results. We believe that these risks and uncertainties
include, but are not limited to, those described in the "Risk factors" section of this Offering Memorandum:
· the adverse impact of the COVID-19 pandemic on global oil and gas prices and corresponding adverse
impacts on our cash flows, liquidity, results of operations, financial condition and access to capital;
· political, economic, fiscal, legal, regulatory and social uncertainties in certain of the countries in which we
do business, including risks associated with bribery and corruption;
· underdeveloped infrastructure in certain of the countries in which we do business including threats of
terrorist activity, armed conflicts and political upheaval;
· outbreaks of communicable diseases;
· increased susceptibility to disruptions in emerging capital markets compared to more developed markets;
· crime and governmental or business corruption in certain of the countries in which we do business;
· uncertainties in the application or interpretation of laws and regulations in certain of the countries in which
we do business;
· ability to maintain constructive relationship with governments in host countries and risks of deterioration
of such relationship;
vii

· risk of disputes over title or exploration and production rights;
· licensing and other regulatory requirements in the countries in which we do business;
· adverse sovereign action by governments in the countries in which we do business;
· impact of the United Kingdom's exit from the EU;
· changes to tax legislation or increases in effective tax rates;
· volatility in oil and gas prices;
· competitiveness of our industry;
· drilling, exploration, productions, and environmental risks and hazards;
· significant uncertainty as to the success of appraisal, exploration and development activities;
· risks associated with climate change and climate change abatement legislation and regulatory initiatives
and its impact on our access to capital;
· concentration of a significant proportion of our production in the Jubilee and TEN fields in Ghana;
· compliance with obligations under licenses, contracts and field development plans;
· numerous operational risks and hazards associated with exploration, development and production
operations;
· oil and gas commercial reserves and contingent resources may be less than expected;
· issues caused by joint venture partners;
· the inability to sell assets on attractive terms or in a timely manner;
· inadequate insurance coverage;
· the risk of litigation;
· operating with a significant level of total net debt;
· failure to obtain access to necessary equipment and transportation systems including technological
advancements in the industry;
· unanticipated increased costs including with respect to decommissioning obligations;
· exposure to losses from hedging activities;
· wage demands or work stoppages by unionized employees;
· failure to identify acquisition targets, to carry out appropriate diligence, to complete and integrate
acquisitions successfully;
· our ability to retain and hire qualified personnel;
· damage to our business reputation;
· currency exchange and inflation risks;
· compliance with health and safety and environmental regulations; and
viii

Document Outline

#1">Tempest- Final Offering Memorandum (Listing).pdf
- #6">PRIIPs Regulation / Prohibition of sales to EEA retail investors
- #6">MIFID II product governance / Professional investors and ECPs only target market
- #7">PRIIPs Regulation / Prohibition of sales to UK retail investors
- #8">U.K. MiFIR product governance / Professional Investors and ECPs Only Target Market
- #9">Forward-looking statements
- #12">Presentation of financial and other information
  - #12">Financial information
  - #12">Rounding
  - #13">Non-IFRS financial measures
    - #13">Future Net Revenue„NPV-10 of 2P Reserves
    - #14">Adjusted EBITDAX
    - #15">Total net debt, finance costs and gearing
    - #15">Capital investment
    - #16">Underlying cash operating costs
    - #16">Presentation of certain metrics on a per-boe basis
    - #16">Free cash flow
  - #17">Certain reserves and production information
    - #17">Hydrocarbon data
  - #18">Presentation in ERCE and TRACS reports
  - #19">Joint venture partners
  - #19">Sale of assets
- #21">Currency presentation and definitions
  - #21">Definitions
- #26">Presentation of industry and market data
- #28">Summary
  - #28">Overview
  - #29">Our strengths
    - #29">High quality asset base with robust reserves and significant resource potential to support stable production
    - #30">Cash generation through low-cost production, operational improvements and cost reduction
    - #30">Focus on capital discipline and deleveraging
    - #31">Upside potential from success across the exploration, development and production lifecycle
    - #31">Proven track record of operating in emerging markets
    - #32">Proactive approach to safe, responsible and sustainable operations
    - #32">Cash flows supported by robust hedging profile which will provide the opportunity to further reduce our debt
    - #32">As part of our risk management program, we actively hedge our exposure to oil prices to provide strong price protection and support consistent cash flows while retaining access to the upside. As of the Issue Date, we will have hedged approximately 75...
    - #32">Management team with decades of industry experience
  - #33">Our strategy
    - #33">Allocate capital to high return, short cycle development opportunities
    - #34">Maintain a disciplined approach to financial management and a strong balance sheet
    - #34">As part of our prudent risk management program, we actively hedge our exposure to oil prices on a graduated rolling basis to provide strong price protection and support consistent cash flows for our business. Liquidity risk will continue to be monito...
    - #34">Deliver near-field exploration and appraisal success to add oil reserves and resources
    - #35">Environmental stewardship
  - #35">Recent Developments
    - #35">Recent trading
    - #35">Ghana operations
    - #35">Disposals
- #37">Corporate structure and certain financing arrangements
- #39">The offering
- #45">Summary historical financial data
  - #45">Consolidated Income Statement Data
  - #45">Consolidated Balance Sheet Data
  - #45">Consolidated Cash Flow Statement Data
  - #46">Other Financial Data and Key Ratios
- #50">Summary reserves, resources, production and operating data
  - #50">Reserves & Resources
  - #51">Production & Operating Data
- #52">Risk factors
  - #52">Risks relating to the oil and gas industry and the countries in which we do business
    - #52">Our business depends significantly on the level of oil and gas prices, which are volatile and have declined significantly over recent years, and in particular during the year ended December 31, 2020 due to the COVID-19 pandemic and related global mac...
    - #54">We may not be able to generate sufficient cash to fund our capital expenditures and sustain our operations, or to satisfactorily meet our other liquidity requirements, including payments on the Notes. In addition, the COVID-19 pandemic has had and co...
    - #55">Additionally, as part of the Transactions we intend to add new hedges to protect approximately 41 mmbbls of our production entitlement through to the third anniversary of the Issue Date, which may require significant upfront cash investment. Our new ...
    - #55">Certain of the countries in which we do business face political, economic, legal, regulatory and social uncertainties which could materially and adversely affect our business, prospects, financial condition and results of operations. In addition, ope...
    - #56">Underdeveloped infrastructure and civil unrest or terrorism in locations where we do business could have an adverse effect on our business, prospects, financial condition and results of operations
    - #57">Our operations may be affected adversely by the COVID-19 pandemic
    - #58">We may be adversely affected by changes to tax legislation or its interpretation or increases in effective tax rates in the jurisdictions in which we do business
    - #59">Our operations may be affected adversely by outbreaks of communicable diseases
    - #59">Certain emerging markets in which we do business may be more susceptible to capital and credit market disruptions than more developed markets
    - #60">Certain countries in which we do business suffer from crime, including financial crime, and may be subject to sanctions and trade restrictions and governmental or business corruption which could have an adverse effect on our business, prospects, fina...
    - #61">Uncertainties in the interpretation and application of laws and regulations in certain of the jurisdictions in which we do business, particularly emerging markets, may affect our ability to comply with such laws and regulations and increase the risks...
    - #62">We cannot completely protect ourselves against the risk of disputes in the countries in which we do business relating to title or contractual exploration and production rights
    - #63">Our ongoing and future success depends on securing and maintaining a social license to operateŽ from impacted communities and other stakeholders
    - #63">We are exposed to the risk of adverse sovereign action by governments in the countries in which we do business
    - #65">The United Kingdoms withdrawal from the European Union may have a negative effect on global economic conditions, financial markets and our business which could affect the price of the Notes.
    - #65">We carry out business in a highly competitive industry
    - #66">Exploration, development and production operations involve numerous operational risks and hazards which may result in material losses or additional expenditures
    - #66">We face significant uncertainty as to the success of any exploration, appraisal and development activities
    - #67">Climate change and climate change abatement legislation and regulatory initiatives could adversely affect our access to capital, our business and ongoing operations.
  - #69">Risks relating to our business and our ability to service our debt, including the Notes
    - #69">A significant proportion of our production comes from West Africa and, in particular, the Jubilee and TEN fields in Ghana, making us vulnerable to risks associated with having significant production in one country and region as well as other risks sp...
    - #70">Our exploration and production operations are dependent on our compliance with obligations under contracts, licenses, permits, operating agreements and relevant legislation
    - #72">We are dependent on maintaining a constructive relationship with the governments in the countries in which we operate and, if our relationship with the host government in any country in which we have a material presence deteriorates, this may have an...
    - #73">We face drilling, exploration, production and environmental risks and hazards that may affect our ability to produce oil and gas at expected levels, quality and costs
    - #74">The level of our oil and gas commercial reserves and contingent resources, their quality and production volumes may be lower than estimated or expected.
    - #76">We are not the operator of all of the licenses to which we are a party and, as a result, are not able to exercise full control over the operations and decisions taken with respect to such licenses. Further, where we are the operator of our licenses, ...
    - #77">We may be unable to sell assets on commercially acceptable terms or in a timely manner and may be required to retain liabilities for certain matters
    - #78">The conditions required for receipt of contingent consideration may not be met.
    - #79">Our insurance coverage may not be adequate for covering all losses arising from potential operational hazards and unforeseen interruptions
    - #79">Our operations may be subject to the risk of litigation
    - #80">We operate with a significant level of total net debt which may materially and adversely affect our business, liquidity, financial condition and prospects
    - #81">Our reduction in size may make it more difficult or more expensive to secure funding
    - #81">Failure by us, our suppliers or our contractors to obtain access to necessary equipment, facilities and transportation systems could materially and adversely affect our business, prospects, financial condition and results of operations
    - #82">The NPV-10 of 2P Reserves from our proved and probable reserves will not necessarily be the same as the current market value of our estimated oil and gas reserves
    - #83">We may not be able to meet the targets that we have formulated as part of our 2030 vision.
    - #83">We may face unanticipated increased or incremental costs in connection with decommissioning obligations
    - #84">We may engage in hedging activities from time to time that would expose us to losses should markets move against our hedged position, and further we may be unable to procure hedging on acceptable terms or at all, which could limit our ability to prot...
    - #85">We may be subject to work stoppages or other labor disturbances, and our employees may become unionized
    - #85">If we fail to identify appropriate acquisition targets, carry out appropriate diligence on them and complete and integrate acquisitions successfully, our financial condition and future performance could be adversely affected
    - #85">We depend on our board of directors, key members of management, technical, exploration, financial or operational service providers and on our ability to retain and hire such persons to manage effectively our growing business
    - #86">Our business reputation is important to our continued viability and any damage to such reputation could materially and adversely affect our business
    - #87">We are subject to currency exchange and inflation risks, which might adversely affect our financial condition and results of operations
    - #87">We may be adversely affected by the CEMAC Regulation
    - #87">We are obliged to comply with health and safety and environmental regulations and cannot guarantee that we will be able to comply with these regulations
    - #88">Our website and internal and external systems may be subject to intentional and unintentional disruption, and our confidential information may be misappropriated, stolen or misused, which could adversely impact our reputation and future sales
  - #89">Risks relating to the Notes
    - #89">Our leverage, negative equity position and debt service obligations could adversely affect our business and prevent us from fulfilling our obligations under our debt, including the Notes and the Note Guarantees
    - #90">Despite our current level of debt, we may still be able to incur substantially more debt in the future, including at the level of our subsidiaries, which may make it difficult for us to service our debt, including the Notes
    - #90">We require a significant amount of cash to service our debt and sustain our operations, and our ability to generate sufficient cash depends on many factors beyond our control
    - #91">We are subject to restrictive debt covenants that may limit our ability to finance our future operations and capital needs and to pursue business opportunities and activities
    - #92">Creditors under the Revolving Credit Facility, any credit facility that refinances or replaces the Revolving Credit Facility and certain hedging obligations are entitled to be repaid with the proceeds of the Collateral sold in any enforcement sale in...
    - #93">Enforcement of the Note Guarantees across multiple jurisdictions may be difficult.
    - #93">Certain of our borrowings bear interest at floating rates that could rise significantly, increasing our interest cost and reducing cash flow.
    - #93">The Company is a holding company that has no revenue generating operations of its own and will depend on cash from its operating subsidiaries to be able to make payments on the Notes.
    - #94">The Collateral does not consist of all of the assets of the Company and its subsidiaries and the Collateral may not be sufficient to secure the obligations under the Notes.
    - #95">The granting of the security interests in connection with the issuance of the Notes, or the incurrence of permitted debt in the future, may create or restart hardening periods or cause adverse consequences.
    - #96">Your rights in the Collateral may be adversely affected by the failure to perfect security interests in the Collateral.
    - #96">The security interests in the Collateral will be granted to the Security Agent rather than directly to holders of the Notes. The ability of the Security Agent to enforce certain of the Collateral may be restricted by local law.
    - #96">Security over certain Collateral will not be perfected on the date on which the Notes are issued.
    - #96">The Company and the Guarantors will have control over the Collateral securing the Notes, and the sale of particular assets could reduce the pool of assets securing the Notes.
    - #97">It may be difficult to realize the value of the Collateral securing the Notes. The consent of third-parties, including regulatory authorities in certain jurisdictions in which we operate may be required prior to foreclosure of the Collateral.
    - #97">There are circumstances other than repayment or discharge of the Notes under which the Collateral securing the Notes and the Note Guarantees will be released automatically and under which the Note Guarantees will be released automatically, without yo...
    - #99">The Notes and Note Guarantees will be structurally subordinated to the liabilities and preference shares (if any) of our non-Guarantor subsidiaries.
    - #99">The insolvency laws of England and Wales, Gabon, Isle of Man, Jersey and the Netherlands may not be as favorable to you as insolvency laws of jurisdictions with which you may be familiar and may preclude noteholders from recovering payments due on th...
    - #100">Each Note Guarantee will be subject to certain limitations on enforcement and may be limited by applicable laws or subject to certain defenses that may limit its validity and enforceability
    - #101">We may not be able to obtain the funds required to repurchase the Notes upon a change of control
    - #102">You may face currency exchange risks or adverse tax consequences by investing in the Notes denominated in currencies other than your reference currency
    - #102">The transferability of the Notes may be limited under applicable securities laws, which may adversely affect their liquidity and value.
    - #103">You may be unable to enforce judgments obtained in U.S. courts against the Company or the Guarantors
    - #103">The Notes will initially be held in book-entry form, and therefore you must rely on the procedures of the relevant clearing systems to exercise any rights and remedies
    - #103">There may not be an active trading market for the Notes, in which case your ability to sell the Notes may be limited
    - #104">Certain covenants may be suspended upon the occurrence of a change in our ratings
    - #104">The Notes may not become, or remain, listed on the Official List of the Luxembourg Stock Exchange
    - #105">Investors in the Notes may have limited recourse against the independent auditors
    - #105">The Notes may be issued with original issue discount for U.S. federal income tax purposes
- #106">Use of proceeds
- #107">Capitalization
- #109">Selected financial data
  - #109">Consolidated Income Statement Data
  - #110">Consolidated Balance Sheet Data
  - #110">Consolidated Cash Flow Statement Data
- #111">Managements discussion and analysis of financial condition and results of operations
  - #111">Overview
  - #112">Recent developments
    - #112">Recent trading
    - #112">Ghana operations
    - #112">Disposals
  - #113">Significant factors affecting results of operations
    - #113">Price of oil and gas
    - #114">Production volumes
    - #115">Oil and gas reserves
    - #116">Underlying cash operating costs
    - #116">Development and production success and impairment
    - #116">Acquisitions and disposals
    - #117">Insurance
    - #117">Derivative financial instruments
    - #118">Exploration and appraisal success and exploration costs written-off
    - #118">Taxation
    - #118">Interest rates
    - #118">Exchange rates
    - #119">Decommissioning costs
  - #119">Factors affecting comparability
    - #119">Segmental reporting change
  - #119">Explanation of income statement items
    - #119">Revenue from contracts with customers
    - #119">Other operating income„lost production insurance proceeds
    - #119">Cost of sales
    - #120">Administrative expenses
    - #120">Gain/(Loss) on disposal
    - #120">Exploration costs written off
    - #120">Impairment of property, plant and equipment
    - #120">Restructuring costs and provisions for onerous leases
    - #121">Gain/(Loss) on hedging instruments
    - #121">Finance revenue
    - #121">Finance costs
    - #121">Income tax credit
  - #122">Results of operations
    - #122">Comparison of results of operations for the years ended December 31, 2019 and 2020
      - #122">Revenue
      - #122">Other operating income„lost production insurance proceeds
      - #123">Cost of sales
      - #123">Administrative expenses
      - #123">Restructuring costs and provisions for onerous contracts
      - #123">Gain/(Loss) on disposal
      - #123">Exploration costs written off
      - #124">Impairment of property, plant and equipment, net
      - #125">Gain/(loss) on hedging instruments
      - #125">Finance revenue
      - #125">Finance costs
      - #125">Income tax credit/(expense)
    - #126">Comparison of results of operations for the years ended December 31, 2018 and 2019
      - #126">Revenue
      - #126">Other operating income„lost production insurance proceeds
      - #126">Cost of sales
      - #127">Administrative expenses
      - #127">Gain on disposal
      - #127">Exploration costs written off
      - #128">Impairment of property, plant and equipment (net)
      - #128">Provision for onerous service contracts (net)
      - #128">Gain/(loss) on hedging instruments
      - #128">Finance revenue
      - #129">Finance costs
      - #129">Income tax expense
  - #129">Liquidity
    - #130">Cash flow
    - #130">Net cash from operating activities
    - #131">Net cash from/(used) in investing activities
    - #131">Net cash generated by financing activities
  - #131">Capital investment
    - #132">Future capital investment
  - #133">Contractual obligations and contingent liabilities
  - #133">Financing
    - #134">Equity financing
    - #134">Debt financing
  - #135">Qualitative and quantitative disclosures about market risk
    - #135">Credit risk management
    - #135">Liquidity risk management
    - #135">Foreign currency risk management
    - #136">Commodity price risk management
    - #137">Interest rate risk management
  - #137">Critical accounting policies
- #138">Industry and market data
  - #138">Oil and gas industry and market data overview
    - #138">Historical oil supply and demand balance
    - #140">2021 oil supply and demand outlook
    - #140">Global Economic Collapse as a result of COVID-19 negatively impacted global oil consumption
    - #140">Vaccine progress, business adaptations, and policy measures should return the world economy to growth from 2021 and beyond
    - #141">The long-term oil outlook remains uncertain and will be impacted partly by supply-side movement towards cleaner energy sources as well as efforts towards climate change mitigation
  - #141">Africa (West)
    - #141">Ghana
    - #141">General
    - #142">Economy
    - #142">Oil & gas industry
    - #142">Gabon
    - #142">General
    - #143">Economy
    - #143">Oil & gas industry
    - #143">Côte dIvoire
    - #143">General
    - #144">Economy
    - #144">Oil & gas industry
  - #144">Africa (East)
    - #144">Kenya
    - #144">General
    - #145">Economy
    - #145">Oil & gas industry
- #146">Our business
  - #146">Overview
  - #147">Our strengths
    - #147">High quality asset base with robust reserves and significant resource potential to support stable production
    - #148">Cash generation through low-cost production, operational improvements and cost reduction
    - #148">Focus on capital discipline and deleveraging
    - #149">Upside potential from success across the exploration, development and production lifecycle
    - #149">Proven track record of operating in emerging markets
    - #150">Proactive approach to safe, responsible and sustainable operations
    - #150">Cash flows supported by robust hedging profile which will provide the opportunity to further reduce our debt
    - #150">As part of our risk management program, we actively hedge our exposure to oil prices to provide strong price protection and support consistent cash flows while retaining access to the upside. As of the Issue Date, we will have hedged approximately 75...
    - #150">Management team with decades of industry experience
  - #151">Our strategy
    - #151">Allocate capital to high return, short cycle development opportunities
    - #152">Maintain a disciplined approach to financial management and a strong balance sheet
    - #152">As part of our prudent risk management program, we actively hedge our exposure to oil prices on a graduated rolling basis to provide strong price protection and support consistent cash flows for our business. Liquidity risk will continue to be monito...
    - #152">Deliver near-field exploration and appraisal success to add oil reserves and resources
    - #153">Environmental stewardship
  - #153">Recent Developments
    - #153">Recent trading
    - #153">Ghana operations
    - #153">Disposals
  - #154">Our history
  - #155">Overview of our assets
  - #156">Summary of our historical reserves, resources and operating data
    - #158">Internal controls over reserves estimates
    - #158">Qualifications of third-party engineers
  - #159">Production and development
  - #161">Main producing assets
  - #161">Operated Portfolio
    - #161">Ghana
      - #161">Jubilee field
      - #161">Overview
      - #162">Field technical background and development
      - #162">Phase 1 development
      - #162">Phase 1A development
      - #163">Greater Jubilee full field development
      - #163">Turret remediation project
      - #163">Offtake and marketing
      - #164">Renewed focus
      - #164">Future plans and outlook
      - #164">Tweneboa, Enyenra and Ntomme fields (TEN fields)
      - #164">Overview
      - #166">Field technical background and development
      - #166">Offtake and marketing
      - #166">Future plans and outlook
  - #166">Non-Operated Portfolio
    - #167">Gabon
      - #167">Tchatamba fields
      - #167">Overview
      - #168">Field technical background and development
      - #168">Offtake and marketing
      - #168">Future plans and outlook
      - #168">Limande
      - #168">Overview
      - #169">Field technical background
      - #169">Offtake and marketing
      - #169">Future plans and outlook
      - #169">Ezanga Complex
      - #169">Overview
      - #169">Field technical background
      - #170">Offtake and marketing
      - #170">Future plans and outlook
      - #170">Simba field
      - #170">Overview
      - #170">Field technical background
      - #170">Offtake and marketing
      - #171">Future plans and outlook
    - #171">Côte dIvoire
      - #171">Espoir field
      - #171">Overview
      - #171">Field technical background and development
      - #172">Offtake and marketing
      - #172">Future plans and outlook
  - #172">Main development assets
    - #172">Kenya (South Lokichar Basin)
  - #174">Exploration and appraisal
    - #175">Exploration and appraisal campaigns
    - #175">Guyana
    - #176">Suriname
    - #176">Côte dIvoire
    - #177">Namibia
    - #178">Peru
    - #179">Argentina
  - #179">Disposals
  - #180">Competition
  - #180">Marketing and offtake
  - #181">Commodity hedging
  - #181">Field and joint venture partners
  - #181">Seasonality
  - #182">Environmental, Social and Governance and Sustainability
    - #182">The Integrated Management System, assurance and risk management
    - #182">Company culture and ethical behavior
    - #182">Safe operations
    - #183">Shared prosperity
      - #183">Local content
      - #183">Skills and development
      - #184">Socio-economic investment and social performance
    - #184">Environmental stewardship
    - #185">Equality and transparency
    - #185">Asset protection and security
  - #185">Insurance
  - #186">Employees
  - #186">Anti-corruption laws
  - #186">Legal and arbitration proceedings
    - #187">Potential High Court dispute and ICC arbitration with Vallourec
    - #187">Ghana Revenue Authority tax assessments
    - #188">Arbitral proceedings in relation to the Wisting license
    - #188">Bangladesh Tax Dispute
  - #189">Material agreements relating to our assets
    - #189">Ghana
      - #189">West Cape Three Points (WCTPŽ)
      - #189">Petroleum agreement
      - #190">Joint operating agreement
      - #190">Deepwater Tano (DWTŽ)
      - #190">Petroleum agreement
        #191">Joint operating agreement
      - #191">Unitization and unit operating agreement
      - #192">Capital lease agreement„floating production storage and offloading unit
      - #193">Côte dIvoire
      - #193">Espoir
      - #193">Production sharing contract
      - #194">Joint operating agreement
      - #195">Kenya
      - #195">Block 10BB
      - #195">Production sharing contract
      - #196">Joint operating agreement
      - #197">Block 13T
      - #197">Production sharing contract
      - #198">Joint operating agreement
- #200">Certain regulatory regimes
  - #200">Ghana
    - #200">Specific laws and regulations impacting the oil and gas industry
    - #201">Roles of various government agencies
    - #201">Tax regime
    - #201">The petroleum agreements entered into by contractor entities with the Government of Ghana (based on a model petroleum agreement) provide that contractors are subject to the taxes specifically provided in the petroleum agreement and are exempt from an...
    - #201">Licensing and contractual framework
    - #202">Companies in Ghana, including those in the oil and gas sector, are required by law to file their annual returns with the Companies Registry four months after their year end. The annual returns should be filed with the audited accounts of the company....
    - #202">Foreign exchange controls
    - #202">Environmental regime
    - #203">Back-in Rights
    - #203">All petroleum agreements grant the GNPC an initial carried interest in all petroleum operations carried out under the agreement. Act 919 guarantees the GNPC a minimum 15% initial carried interest in petroleum operations. The GNPC carried interest thr...
    - #203">Decommissioning
    - #203">Act 919 requires a contractor to, unless otherwise directed by the Minister, submit a decommissioning plan to the Minister for approval not earlier than 5 years and not later than 2 years before (i) the cessation of the use of a petroleum facility to...
    - #203">Contractors are expected to establish a decommissioning fund. The fund must contain sufficient funds for decommissioning and must not be disbursed for any purpose that is not in connection with decommissioning. There is, however, no distinction betwe...
    - #203">Additionally, the Petroleum (Exploration and Production) Act, 1984 (P.N.D.C.L. 84) requires that, after the termination of petroleum operations, steps are taken to restore any affected areas, remove all unnecessary equipment that could be the cause o...
    - #204">Kenya
    - #204">Specific laws and regulations impacting the oil and gas industry
    - #205">Fiscal regime
    - #206">Environmental regime
    - #207">Land regime
    - #207">Water regime
    - #207">Decommissioning
- #209">Management
  - #209">Board of directors and senior management
  - #210">Board Committees
    - #211">Audit Committee
    - #211">Remuneration Committee
    - #212">Nominations Committee
    - #213">Safety & Sustainability Committee
  - #213">Code of ethical conduct and anti-bribery and corruption program
  - #213">Corporate governance
    - #215">Compensation paid to our board of directors and committee members
    - #215">Compensation paid to senior management
    - #215">Tullow Incentive Plan
    - #215">Tullow employee share award plan
    - #216">U.K. Share Incentive Plan
    - #216">Irish Share Incentive Plan
    - #216">2000 Executive Share Option Scheme
- #217">Principal shareholders
- #218">Certain relationships and related party transactions
- #219">Description of certain financing arrangements
  - #219">Senior secured revolving credit facilities
    - #219">Senior secured revolving credit facilities
    - #219">Borrowers and guarantors
    - #219">Guarantees
    - #219">Security
    - #220">Commitments and additional commitments
    - #220">Reduction and repayment
    - #220">Mandatory prepayment
    - #221">Voluntary prepayment and cancellation
    - #221">Interest and fees
    - #221">Representations and warranties
    - #222">Negative covenants
    - #222">Events of default
    - #223">Governing law
  - #223">Intercreditor Agreement
    - #224">Ranking and Priority
    - #224">The Intercreditor Agreement will provide, subject to the provisions in respect of permitted payments described below, that (i) the Credit Facility Lender Liabilities; (ii) the liabilities of the Debtors with respect to Hedging Agreements entered into...
    - #225">The intercompany obligations (the Intra Group LiabilitiesŽ and the documents creating or evidencing such Intra Group Liabilities being Intra Group Debt DocumentsŽ) of any member of the Group to any other member of the Group (each an Intra Group Le...
      - #225">Hedging Liabilities
      - #225">The Intercreditor Agreement will provide for Hedging Liabilities, which will consist of (a) Super Senior Hedging Liabilities and (b) Non-Super Senior Hedging Liabilities.
      - #225">Super Senior Hedging Liabilities
      - #225">Any Debtor and a Super Senior Hedge Counterparty may enter into Hedging Agreements for the purposes of hedging (i) any floating interest rate exposures or foreign exchange exposures in respect of any Credit Facility or Notes or (ii) commodities expos...
      - #225">Non-Super Senior Hedging Liabilities
      - #225">Non-Super Senior Hedging Liabilities are those Hedging Liabilities which do not constitute Super Senior Hedging Liabilities. Recoveries made in respect of Non-Super Senior Hedging Liabilities will be allocated in accordance with the order of applicat...
      - #225">Further Security, Incremental and Replacement Liabilities
    - #226">Permitted Payments„General
    - #227">Permitted Payments„Intra Group Liabilities
    - #227">Agent
    - #227">Enforcement Instructions
    - #228">Enforcement Decision
    - #228">Instructing Group„General
    - #229">Limitation on Enforcement of Intra Group Liabilities
    - #230">Security Enforcement Principles
    - #232">Exercise of Voting Rights
    - #233">Turnover by Primary Creditors
      - #233">Turnover by Subordinated Creditors
    - #234">Application of Proceeds from Enforcement of Transaction Security
    - #234">Release of the Guarantees and the Security
      - #234">Non-Distressed Disposal
      - #235">Distressed Disposal
    - #238">Amendment
    - #238">Snooze/Lose
    - #239">Guarantee Limitations
  - #239">Other terms
    - #240">Governing Law
  - #240">2025 Senior Notes
  - #241">Guarantee subordination agreement
    - #241">Ranking and priority
    - #242">Permitted payments
    - #243">Restrictions on enforcement
    - #243">Turnover
      - #243">Turnover by the notes creditors
      - #244">Turnover by the representatives
    - #244">Filing of claims
    - #244">Option to purchase
    - #245">Release of guarantees in respect of the notes
    - #245">General
    - #245">Governing law
  - #245">Hedging arrangements
- #246">Description of notes
  - #246">Brief description of the Notes and the Note Guarantees
    - #246">The Notes
    - #247">The Note Guarantees
  - #248">Principal, maturity and interest
  - #248">Methods of receiving payments on the Notes
  - #248">Transfer and exchange
  - #250">Paying agent and registrar for the Notes
  - #250">Note Guarantees
  - #250">Note Guarantees release
  - #251">Additional amounts
  - #253">Intercreditor Agreement
  - #253">Priority
  - #253">Guarantee Subordination Agreement
  - #254">Security
    - #254">Security Documents
    - #255">Release of Security
  - #256">Optional redemption
    - #257">Optional redemption upon certain tender offers
  - #257">Redemption for changes in taxes
  - #258">Mandatory prepayments; No sinking fund
  - #258">Repurchase at the option of holders
    - #258">Change of control
    - #260">Asset sales
  - #261">Selection and notice
  - #262">Certain covenants
    - #262">Restricted payments
    - #265">Incurrence of indebtedness and issuance of preferred stock
    - #270">Liens
    - #270">Dividend and other payment restrictions affecting subsidiaries
    - #272">Merger, consolidation or sale of assets
      - #272">The Company
      - #273">The Guarantors
    - #273">Transactions with affiliates
    - #275">Limitation on lines of business
    - #275">Limitation on guarantees of indebtedness by Restricted Subsidiaries
    - #276">Designation of Restricted and Unrestricted Subsidiaries
    - #276">Reports
    - #278">Impairment of security interest
    - #279">Suspension of covenants when Notes rated investment grade
    - #280">Maintenance of listing
    - #280">Financial Calculations
    - #281">Events of default and remedies
  - #284">NPV Coverage Test
  - #284">Additional Intercreditor Agreements; agreement to be bound
  - #286">No personal liability of directors, officers, employees and stockholders
  - #286">Legal defeasance and covenant defeasance
  - #287">Amendment, supplement and waiver
  - #289">Satisfaction and discharge
  - #290">Listing
  - #290">Judgment currency
  - #290">Concerning the Trustee
  - #291">Additional information
  - #291">Consent to jurisdiction and service of process
  - #291">Governing Law
  - #291">Enforceability of judgments
  - #291">Prescription
  - #291">Certain definitions
- #319">Book-entry, delivery and form
  - #319">General
  - #319">Issuance of definitive registered notes
  - #320">Redemption of global notes
  - #320">Payments on global notes
  - #320">Action by owners of book-entry interests
  - #321">Transfers
  - #321">Information concerning DTC
  - #322">Global clearance and settlement under the book-entry system
  - #322">Initial settlement
  - #323">Secondary market trading
- #324">Limitations on validity and enforceability of the Security and the Guarantees and certain insolvency law considerations
  - #324">European Union
  - #326">England and Wales
    - #326">The Insolvency Test
    - #326">Administration
    - #328">Administrative receivership and Receivership
    - #329">Liquidation/winding-up
    - #330">Company Voluntary Arrangements
    - #330">Challenges to guarantees and security
    - #331">Priority on insolvency
    - #332">Foreign currency
    - #332">Connected persons
    - #333">Reviewable Transactions
      - #333">Transactions at an undervalue
      - #333">Preferences
      - #334">Voidable floating charges
      - #334">Transactions defrauding creditors
      - #335">Extortionate credit transactions
      - #335">Orders
    - #335">Onset of insolvency
    - #335">Recharacterization of fixed security interests
    - #336">Limitation on enforcement
    - #336">Security over assets (including shares)
    - #337">Security over bank accounts
    - #337">Scheme of arrangement
    - #337">Corporate Insolvency and Governance Act 2020
      - #337">Moratorium
      - #338">Ipso Facto Clauses Prohibited
      - #338">Restructuring Plan
      - #339">Statutory demands and winding-up petitions (temporary measure)
      - #339">So-called Henry VIIIŽ powers
  - #339">The Netherlands
    - #343">Emergency Legislation to Protect Enterprises in Financial Distress due to the COVID-19 pandemic
    - #343">Enforceability of Guarantees and Security General Defenses and Corporate Benefit
    - #344">Fraudulent Conveyance
  - #345">Jersey
    - #345">Insolvency
    - #345">Compromises and arrangements with creditors
    - #346">Transactions at an undervalue
    - #346">Preferences
    - #346">Extortionate transactions, disclaimer of onerous property, and customary law fraudulent dispositions
    - #347">Enforcement of security and security in insolvency
    - #348">Jersey guarantee limitations
  - #348">Gabon
    - #348">Validity and enforceability of a Gabonese Security
    - #348">Insolvency
      - #348">Preventive settlement (règlement préventif)
      - #349">Court supervised administration (redressement judiciaire)
      - #349">Liquidation of assets (liquidation des biens)
      - #349">Other
      - #350">Gabon guarantee limitations
  - #351">Isle of Man
    - #351">Winding-up
      - #351">Winding up by the court
      - #352">Voluntary winding up
      - #352">Winding up subject to the supervision of the court
    - #352">Receivership
    - #352">Preferred Creditors under Isle of Man law
    - #353">Priority of Debts
    - #353">Challenges to guarantees and security
    - #353">Fraudulent Preferences
      - #353">Fraudulent transactions
      - #354">Floating Charges
      - #354">Onerous Property
    - #354">Specific forms of Security
      - #354">Isle of Man guarantee limitations
      - #354">Security over assets (including shares)
      - #354">Security over bank accounts
      - #355">Recharacterization of fixed security interests
    - #355">Registration of security
- #356">Taxation
  - #356">Certain U.S. federal income tax considerations
    - #356">Payments of stated interest
      - #357">Original issue discount
      - #357">Mandatory prepayment amounts
      - #357">Foreign tax credit
      - #358">Sale, exchange, retirement, redemption or other taxable disposition of Notes
      - #358">Upon the sale, exchange, retirement, redemption or other taxable disposition of a Note, a U.S. holder generally will recognize gain or loss in an amount equal to the difference between the amount realized upon such disposition (other than amounts att...
      - #358">Any gain or loss recognized by a U.S. holder on the sale, exchange, retirement, redemption or other taxable disposition of a Note will generally be U.S. source capital gain or loss and will be long-term capital gain or loss if the U.S. holder has hel...
      - #358">Additional Notes
      - #358">Information reporting and backup withholding
      - #358">Information with respect to foreign financial assets
      - #358">Foreign Account Tax Compliance Act
  - #359">Certain United Kingdom tax considerations
    - #359">Interest on the Notes
    - #359">Payment of interest on the Notes
    - #360">Payments by a Guarantor
    - #360">Further United Kingdom tax issues
    - #360">Stamp duty and stamp duty reserve tax
  - #360">General tax considerations
    - #360">Payments by a Guarantor
- #361">Plan of distribution
- #364">Notice to investors
- #367">Legal matters
- #368">Independent auditors
- #369">Independent petroleum engineers
- #370">Available information
- #371">Service of process and enforcement of civil liabilities
  - #371">Gabon
    - #371">Recognition of foreign judgments
  - #372">Jersey
    - #372">Recognition of foreign judgments
  - #372">The Netherlands
    - #372">United states judgments
    - #373">English judgments
  - #373">Isle of Man
    - #373">Recognition of foreign judgments
- #375">Listing and general information
- #377">Glossary
  - #1">F
- #1">Index to financial statements
#381">32721080_1.pdf
- #381">Index to financial statements