Obligation BP Global 3.625% ( XS2193662728 ) en EUR

BP Global

98.4 % ▲

Royaume-uni

XS2193662728 ( en EUR )

3.625% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation BP PLC XS2193662728 en EUR 3.625%, échéance Perpétuelle

22/06/2025 ( Dans 21 jours )

BP PLC est une compagnie pétrolière et gazière intégrée multinationale britannique, active dans l'exploration, la production, le raffinage, la commercialisation et la distribution d'hydrocarbures.

L'Obligation émise par BP Global ( Royaume-uni ) , en EUR, avec le code ISIN XS2193662728, paye un coupon de 3.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

Prospectus

BP CAPITAL MARKETS p.l.c.
(Incorporated as a public limited company in England and Wales under the Companies Act 1948 with registered number 1290444)
2,500,000,000 Perpetual Subordinated Non-Call 6 Fixed Rate Reset Notes
2,250,000,000 Perpetual Subordinated Non-Call 9 Fixed Rate Reset Notes
£1,250,000,000 Perpetual Subordinated Non-Call 7 Fixed Rate Reset Notes
Each unconditionally and irrevocably guaranteed by
BP p.l.c.
(Incorporated in England under the Companies (Consolidation) Act 1908 registered number 102498)
Issue Price: 100 per cent. in respect of the Non-Call 6 Euro Notes
Issue Price: 100 per cent. in respect of the Non-Call 9 Euro Notes
Issue Price: 100 per cent. in respect of the Sterling Notes
The 2,500,000,000 Perpetual Subordinated Non-Call 6 Fixed Rate Reset Notes (the Non-Call 6 Euro Notes), the
2,250,000,000 Perpetual Subordinated Non-Call 9 Fixed Rate Reset Notes (the Non Call 9 Euro Notes and, together
with the Non-Call 6 Euro Notes, the Euro Notes) and the £1,250,000,000 Perpetual Subordinated Non-Call 7 Fixed Rate
Reset Notes (the Sterling Notes and, together with the Euro Notes, the Notes, and each, a Series of Notes) are each issued
by BP Capital Markets p.l.c. (BP Capital or the Issuer) and are each unconditionally and irrevocably guaranteed on a
subordinated basis by BP p.l.c. (BP or the Guarantor).
Each Note entitles the holder thereof (each, a Noteholder) to receive cumulative interest in accordance with the terms
and conditions, as the case may be, of the Non-Call 6 Euro Notes (the Non-Call 6 Euro Conditions), the Non-Call 9
Euro Notes (the Non-Call 9 Euro Conditions) or the terms and conditions of the Sterling Notes (the Sterling Conditions
and, together with the Non-Call 6 Euro Conditions and the Non-Call 9 Euro Conditions, the Conditions). Interest on the
Non-Call 6 Euro Notes will accrue: (i) from, and including, 22 June 2020 (the Issue Date) to, but excluding, 22 June
2026 (the Non-Call 6 Euro First Reset Date) at an interest rate of 3.250 per cent. per annum; and (ii) from, and including,
the Non-Call 6 Euro First Reset Date at an interest rate per annum equal to the relevant Reset Interest Rate (as defined in
the relevant Non-Call 6 Euro Conditions). Interest in respect of the Non-Call 6 Euro Notes will be payable (subject to
deferral as described herein) annually in arrear on 22 June in each year. Interest on the Non-Call 9 Euro Notes will accrue:
(i) from, and including, the Issue Date to, but excluding, 22 June 2029 (the Non-Call 9 Euro First Reset Date) at an
interest rate of 3.625 per cent. per annum; and (ii) from, and including, the Non-Call 9 Euro First Reset Date at an interest
rate per annum equal to the relevant Reset Interest Rate (as defined in the Non-Call 9 Euro Conditions). Interest in respect
of the Non-Call 9 Euro Notes will be payable (subject to deferral as described herein) annually in arrear on 22 June in
each year. Interest on the Sterling Notes will accrue: (i) from, and including the Issue Date to, but excluding, 22 June
2027 (the Sterling First Reset Date) at an interest rate of 4.250 per cent. per annum; and (ii) from, and including, the
Sterling First Reset Date at an interest rate per annum equal to the relevant Reset Interest Rate (as defined in the Sterling
Conditions). Interest in respect of the Sterling Notes will be payable (subject to deferral as described herein) annually in
arrear on 22 June in each year. Interest payments in respect of the Notes may be deferred in certain circumstances. See
Condition 5 of the relevant Conditions for further details. References herein to: (i) the First Reset Date shall be construed
as the Non-Call 6 Euro First Reset Date, the Non-Call 9 Euro Reset Date or the Sterling First Reset Date, as appropriate;
(ii) the First Call Date shall be construed as the Non-Call 6 Euro First Call Date, Non-Call 9 Euro First Call Date or the
Sterling First Call Date (each as defined below), as appropriate (iii) Noteholders shall be construed as Noteholders of the
Euro Notes or the Sterling Notes, as appropriate; (iv) Notes shall, so far as the context permits, be construed as a reference
to the relevant Series of Notes; and (v) Conditions shall, in the case of each Series of Notes, be construed, so far as the
context permits, as a reference to the relevant Conditions in respect of such Series of Notes, and references herein to a
numbered Condition shall, so far as the context permits, be construed as a reference to the numbered condition in the
relevant Conditions.

The Notes are perpetual securities in respect of which there is no fixed redemption date. The Issuer may redeem the Non-
Call 6 Euro Notes (in whole but not in part) on 22 March 2026 (the Non-Call 6 Euro First Call Date), the Non-Call 9
Euro Notes (in whole but not in part) on 22 March 2029 (the Non-Call 9 Euro First Call Date) and the Sterling Notes
(in whole but not in part) on 22 March 2027 (the Sterling First Call Date) and in each case on any day thereafter to (and
including) the relevant First Reset Date or on any Interest Payment Date (as defined in the relevant Conditions) thereafter
at their outstanding principal amount plus any accrued but unpaid interest up to, but excluding, the relevant Redemption
Date (as defined in the Conditions) and any outstanding Arrears of Interest (without double counting). In addition the
Issuer will have the right to: (i) redeem the Notes upon the occurrence of an Accounting Event, a Tax Deduction Event,
a Rating Agency Event, a Gross-Up Event or a Substantial Repurchase Event or (ii) substitute or vary the terms of the
Notes so that they remain or become Qualifying Securities upon the occurrence of an Accounting Event, a Tax Deduction
Event, a Rating Agency Event or a Gross-Up Event, each as defined and described in Condition 6.
The Issuer may elect, in its sole discretion, to defer payment of interest (in whole or in part) due on any Interest Payment
Date in respect of any Series of Notes. Such Deferred Interest Payments (as defined in the Conditions) will accrue
additional interest at an annual rate equal to the annual interest rate then applicable to relevant Series of Notes (which will
also be added to any Deferred Interest Payments on each subsequent Interest Payment Date and accrue interest in the
same manner). Any such deferred payments and any additional interest thereon are referred to as Arrears of Interest.
The Issuer must pay Arrears of Interest in respect of each Series of Notes upon the date for redemption of all the Notes
or in certain other limited circumstances, as further described in Condition 5.
This Prospectus has been approved by the United Kingdom Financial Conduct Authority (the FCA), which is the UK
competent authority for the purposes of Regulation (EU) 2017/1129 (the Prospectus Regulation). The FCA only
approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the
Prospectus Regulation. Such approval by the FCA should not be considered as an endorsement of the Issuer, the Guarantor
or the quality of the Notes that are the subject of this Prospectus. Investors should make their own assessment as to the
suitability of investing in the Notes.
Application has been made to the FCA for the Notes to be admitted to listing on the Official List of the FCA (the Official
List) and to the London Stock Exchange plc (the London Stock Exchange) for the Notes to be admitted to trading on
the London Stock Exchange's Regulated Market (the Market). References in this Prospectus to the Notes being "listed"
(and all related references) shall mean that the Notes have been admitted to the Official List and have been admitted to
trading on the Market. The Market is a regulated market for the purposes of Directive 2014/65/EU, as amended or
superseded (MiFID II).
BP has a long term/short term senior unsecured debt rating of "A1 (negative outlook)"/"P-1 (negative outlook)" by
Moody's Investors Service Limited (Moody's) and "A- (stable outlook)"/"A-2 (stable outlook)" by S&P Global Ratings
Europe Limited (S&P). The Notes are expected to be rated "A3" by Moody's and "BBB" by S&P. Each of Moody's and
S&P is established in the European Union and registered under Regulation (EC) No 1060/2009 (as amended or
superseded) on credit rating agencies (the CRA Regulation). A list of registered Credit Rating Agencies is published on
the European Securities and Markets Authority website (www.esma.europa.eu/page/List-registered-and-certified-CRAs).
A rating is not a recommendation to buy, sell or hold Notes and may be subject to suspension, reduction or withdrawal at
any time by the assigning rating agency. A suspension, reduction or withdrawal of the rating assigned to any Notes may
adversely affect the market price of the Notes. Please also refer to "Credit ratings may not reflect all risks" in the "Risk
Factors" section of this Prospectus.
Each Series of Notes will initially be represented by a temporary global note (each, a Temporary Global Note), without
interest coupons, which will be deposited on or about the Issue Date with a common depositary for Euroclear Bank
SA/NV (Euroclear) and Clearstream Banking S.A. (Clearstream, Luxembourg). Interests in a Temporary Global Note
will be exchangeable for interests in a permanent global note (each, a Permanent Global Note and, together with the
Temporary Global Notes, the Global Notes), without interest coupons, on or after 2 August 2020 (the Exchange Date),
upon certification of non-U.S. beneficial ownership. See "Form of the Notes and Summary of Provisions relating to the
Notes while in Global Form".
In respect of any interest period after the relevant First Reset Date, interest payable under the Euro Notes shall be
calculated by reference to the mid-swap rate for euro swaps with a term of five years which appears at the relevant time
on the Reuters screen "ICESWAP2", which is provided by ICE Benchmark Administration Limited or by reference to
EURIBOR, which is provided by the European Money Markets Institute. As at the date of this Prospectus, ICE Benchmark
Administration Limited and the European Money Markets Institute each appear on the register of administrators and
benchmarks established and maintained by the European Securities and Markets Authority pursuant to Article 36 of
Regulation (EU) 2016/1011 (the Benchmarks Regulation).
2

An investment in the Notes involves certain risks. Prospective investors should have regard to the factors described
under the heading "Risk Factors" commencing on page 15 of this Prospectus.
Structuring Agents
BNP PARIBAS
BofA Securities
Global Co-ordinators
BNP PARIBAS
BofA Securities
Citigroup
Goldman Sachs International
Joint Lead Managers
BNP PARIBAS
BofA Securities
Citigroup
Crédit Agricole CIB
Goldman Sachs International
Société Générale Corporate &
Investment Banking
Co-Managers
ANZ
Commerzbank
ICBC
NatWest Markets
SMBC Nikko
Standard Chartered Bank
18 June 2020
3

Words and expressions defined in the Conditions and not otherwise defined in this Prospectus shall have the
same meanings when used in the remainder of this Prospectus.
This Prospectus comprises a prospectus for the purposes of Article 6(3) of the Prospectus Regulation in respect
of BP Capital. Each of BP and BP Capital accepts responsibility for the information contained in this
Prospectus. To the best of the knowledge of BP and BP Capital, the information contained in this Prospectus
is in accordance with the facts and the Prospectus makes no omission likely to affect its import.
This Prospectus shall be read and construed in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference", below). Other than in relation
to the documents which are deemed to be incorporated by reference, the information on the websites to which
this Prospectus refers does not form part of this Prospectus and has not been scrutinised or approved by the
FCA.
No person has been authorised to give any information or to make any representation other than those contained
in this Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuer, the Guarantor or any of the
Managers (as defined in "Subscription and Sale" below). Neither the delivery of this Prospectus nor any sale
made in connection herewith shall, under any circumstances, create any implication that there has been no
change in the affairs of the Issuer, the Guarantor or any of their respective subsidiaries and affiliates (together
the Group or the BP Group) since the date hereof or the date upon which this Prospectus has been most
recently amended or supplemented or that there has been no adverse change in the financial position of the
Issuer, the Guarantor or the Group since the date hereof or the date upon which this Prospectus has been most
recently amended or supplemented or that any other information supplied in connection with the Notes is
correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted
by law. Persons into whose possession this Prospectus comes are required by the Issuer, the Guarantor, and
the Managers to inform themselves about and to observe any such restriction. The Notes have not been and
will not be registered under the United States Securities Act of 1933, as amended (the Securities Act), and are
subject to US tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered
within the United States or to, or for the account or benefit of, US persons. For a description of certain
restrictions on offers and sales of Notes and on distribution of this Prospectus, see "Subscription and Sale".
The Managers have not separately verified the information contained in this Prospectus. To the fullest extent
permitted by law, none of the Managers and The Law Debenture Trust Corporation p.l.c. (the Trustee) accepts
any responsibility for the contents of this Prospectus. Each of the Managers and the Trustee accordingly
disclaims all and any liability whether arising in tort or contract or otherwise which it might otherwise have in
respect of this Prospectus or any such statement. None of the Managers makes any representation, express or
implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information
in this Prospectus. Neither this Prospectus nor any other financial statements are intended to provide the basis
of any credit or other evaluation and should not be considered as a recommendation by the Issuer, the Guarantor
or the Managers that any recipient of this Prospectus or any other financial statements supplied in connection
with the Notes should purchase the Notes. Each potential purchaser of Notes should determine for itself the
relevance of the information contained in this Prospectus or any other financial statements and its purchase of
Notes should be based upon any such investigation as it deems necessary. None of the Managers undertakes
to review the financial condition or affairs of the Issuer, the Guarantor or the Group during the life of the Notes
or to advise any investor in the Notes of any information coming to the attention of any of the Managers.
Prohibition of sales to EEA And UK 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) or in the United Kingdom. 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) of MiFID II or; (ii)
a customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution Directive), where that
4

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 or the United Kingdom has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor
in the EEA or the United Kingdom 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 manufacturers' 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 manufacturers' target market assessment)
and determining appropriate distribution channels.
Notification under Section 309B(1) of the Securities and Futures Act (Chapter 289) of Singapore, as
modified or amended from time to time (the SFA) Solely for the purposes of its obligations pursuant to
Sections 309B(1)(a) and 309B(1)(c) of the SFA, the Issuer has determined, and hereby notifies all persons,
including all relevant persons (as defined in Section 309A(1) 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 Monetary Authority of Singapore (MAS) Notice
SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor should:
(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained in this Prospectus or any applicable
supplement;
(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including where the currency for principal or interest payments is different from the potential
investor's currency;
(d)
understand thoroughly the terms of the Notes and the Guarantee and be familiar with the behaviour of
any relevant financial markets; and
(e)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate or other factors that may affect its investment and its ability to bear the applicable risks.
The Notes are complex financial instruments. Sophisticated institutional investors generally do not purchase
complex financial instruments as stand-alone investments. They purchase complex financial instruments as a
way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall
portfolios. A potential investor should not invest in the Notes (which are complex financial instruments) unless
it has the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform under
changing conditions, the resulting effects on the value of the Notes and the impact this investment will have
on the potential investor's overall investment portfolio.
5

Legal investment considerations may restrict certain investments, including in the Notes. The investment
activities of certain investors are subject to legal investment laws and regulations, or review or regulation by
certain authorities. Each potential investor should consult its legal advisers to determine whether and to what
extent (1) the Notes are legal investments for it, (2) the Notes can be used as collateral for various types of
borrowing, and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should
consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under
any applicable risk-based capital or similar rules.
IN CONNECTION WITH THE ISSUE OF THE NOTES, BNP PARIBAS AS STABILISATION
MANAGER (THE STABILISATION MANAGER) (OR ANY PERSON ACTING ON BEHALF OF
THE STABILISATION MANAGER) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS
WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER
THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, STABILISATION MAY
NOT NECESSARILY OCCUR. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE
DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE
NOTES IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER
THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 DAYS
AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILISATION ACTION OR
OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILISATION MANAGER (OR
PERSONS ACTING ON BEHALF OF ANY STABILISATION MANAGER) IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND RULES.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to GBP, £, sterling
and pounds sterling are to the currency of the United Kingdom; references to and euro are to the currency
introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty
establishing the European Community (as amended from time to time) and references to US dollars and US$
are to the currency of the United States of America.
All references in this Prospectus to: (i) the Agency Agreement; and (ii) the Trust Deed shall, so far as the
context permits, be construed as a reference to (i) the relevant Agency Agreement in respect of a Series of
Notes and (ii) the relevant Trust Deed in respect of a Series of Notes, respectively. All references in this
Prospectus to the Trustee, the Principal Paying Agent, a Paying Agent and the Calculation Agent shall, so
far as the context permits, be construed as a reference to the relevant Trustee, Principal Paying Agent, Paying
Agent and Calculation Agent, respectively, in respect of a Series of Notes.
FORWARD LOOKING STATEMENTS
The Prospectus contains, or is deemed to incorporate by reference, certain forecasts, projections and forward-
looking statements that is, statements related to future, not past events with respect to the financial
condition, results of operations and businesses of the BP Group (including BP and BP Capital) and certain of
the plans and objectives of the BP Group (including BP and BP Capital) with respect to these items. These
statements may generally, but not always, be identified by the use of words such as `will', `expects', `is
expected to', `aims', `should', `may', `objective', `is likely to', `intends', `believes', `anticipates', `plans', `we
see' or similar expressions and includes those identified as such in the "Cautionary statement" sections
incorporated herein from the Guarantor's Annual Report and Form 20-F 2019 and unaudited first quarter 2020
results.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and
depend on circumstances that will or may occur in the future and are outside the control of the BP Group.
Actual results may differ materially from those expressed in such statements, depending on a variety of factors
including those identified in the "Cautionary statement" sections incorporated herein from the Guarantor's
Annual Report and Form 20-F 2019 and unaudited first quarter 2020 results, and other factors discussed
elsewhere in the Prospectus including under "Risk Factors". In addition to factors set forth elsewhere in the
Prospectus, those referenced above are important factors, although not exhaustive, that may cause actual results
and developments to differ materially from those expressed or implied by these forward-looking statements.
6

US$ NOTES
Concurrently with this proposed offering of Notes, the Issuer is undertaking an offering of US dollar
denominated subordinated notes pursuant to an offering that will be registered with the United States Securities
and Exchange Commission (the US$ Notes). The US$ Notes will have terms and conditions substantially
similar to those for the Notes and will be irrevocably and unconditionally guaranteed on a subordinated basis
by the Guarantor. The offering of the US$ Notes is expected to complete on or about the date of completion
of this offering. The proposed offering of Notes and the proposed offering of US$ Notes are separate and not
conditional upon each other.
7

CONTENTS
Page
Overview ............................................................................................................................................................ 9
Risk Factors ...................................................................................................................................................... 15
Documents Incorporated by Reference ............................................................................................................ 27
Terms and Conditions of the Non-Call 6 Euro Notes ....................................................................................... 31
Terms and Conditions of the Non-Call 9 Euro Notes ....................................................................................... 61
Terms and Conditions of the Sterling Notes .................................................................................................... 91
Form of the Notes and Summary of Provisions relating to the Notes while in Global Form ......................... 116
Use of and Estimated Net Proceeds ................................................................................................................ 120
BP p.l.c. .......................................................................................................................................................... 121
BP Capital Markets p.l.c. ................................................................................................................................ 127
Taxation .......................................................................................................................................................... 129
Subscription and Sale ..................................................................................................................................... 131
General Information ....................................................................................................................................... 135
8

OVERVIEW
This overview must be read as an introduction to this Prospectus and any decision to invest in the Notes
should be based on a consideration of this Prospectus as a whole.
Words and expressions defined in the relevant Conditions shall have the same meanings in this section.
Issuer
BP Capital Markets p.l.c.
Guarantor
The Notes will be unconditionally and irrevocably guaranteed by BP p.l.c.
Description of the Notes
2,500,000,000 Perpetual Subordinated Non-Call 6 Fixed Rate Reset
Notes to be issued by the Issuer on 22 June 2020.
2,250,000,000 Perpetual Subordinated Non-Call 9 Fixed Rate Reset
Notes to be issued by the Issuer on 22 June 2020.
£1,250,000,000 Perpetual Subordinated Non-Call 7 Fixed Rate Reset
Notes to be issued by the Issuer on 22 June 2020.
Concurrent offering
The Notes will be pari passu to the US$ Notes being offered concurrently
with this offering and the Notes will have terms and conditions
substantially similar to those of the US$ Notes. However, the offering of
the Notes and the US$ Notes are not conditional upon one another.
Ranking of the Notes
The Notes will constitute unconditional, unsecured and subordinated
obligations of the Issuer and will at all times rank pari passu without any
preference among themselves and pari passu with any Parity Obligations
of the Issuer but junior to any Senior Obligations of the Issuer and senior
to the Issuer's Ordinary Shares (as more particularly set out in Condition
2.2).
Guarantee and ranking of The payment of principal, interest and all other moneys payable by the
Guarantee
Issuer under or pursuant to the Notes and/or the Trust Deed has been
unconditionally and irrevocably guaranteed by the Guarantor in and on the
terms set out in the Trust Deed. The obligations of the Guarantor under the
Guarantee will constitute unconditional, unsecured and subordinated
obligations of the Guarantor. The rights and claims of the Noteholders
under the Guarantee will be subordinated, as set out in Condition 3.3.
Structuring Agents
BNP Paribas
Merrill Lynch International
Global Co-ordinators
BNP Paribas
Merrill Lynch International
Citigroup Global Markets Limited
Goldman Sachs International
Joint Lead Managers
BNP Paribas
Merrill Lynch International
Citigroup Global Markets Limited
Crédit Agricole Corporate and Investment Bank
Goldman Sachs International
Société Générale
9

Co-Managers
Australia and New Zealand Banking Group Limited
Commerzbank Aktiengesellschaft
ICBC Standard Bank Plc
NatWest Markets Plc
SMBC Nikko Capital Markets Limited
Standard Chartered Bank
Trustee
The Law Debenture Trust Corporation p.l.c.
Principal Paying Agent
Citibank, N.A., London Branch
Calculation Agent
Citibank, N.A., London Branch
Issue Price
100 per cent., in respect of the Non-Call 6 Euro Notes.
100 per cent., in respect of the Non-Call 9 Euro Notes.
100 per cent., in respect of the Sterling Notes.
Use of Proceeds
The net proceeds of the issue of the Notes will be used by the Issuer for its
general corporate purposes, including working capital for BP or other
companies in the BP Group and the repayment of existing borrowings of
BP and its subsidiaries.
Form of the Notes and Each Series of Notes will be issued in bearer form and will initially be
Clearing Systems
represented by a Temporary Global Note which will be deposited with a
common depositary for Euroclear and Clearstream, Luxembourg as
described in "Form of the Notes and Summary of the Provisions relating
to the Notes while in Global Form".
Credit ratings
BP has a long term/short term senior unsecured debt rating of "A1
(negative outlook)"/"P-1 (negative outlook)" by Moody's and "A- (stable
outlook)"/"A-2 (stable outlook)" by S&P. The Notes are expected to be
rated "A3" by Moody's and "BBB" by S&P. Each of Moody's and S&P is
established in the European Union and registered under the CRA
Regulation. A rating is not a recommendation to buy, sell or hold Notes
and may be subject to suspension, reduction or withdrawal at any time by
the assigning rating agency. A suspension, reduction or withdrawal of the
rating assigned to any Notes may adversely affect the market price of the
Notes.
The Notes are expected to receive 50 per cent. "equity credit" from each
of Moody's and S&P upon issuance.
Interest
and
Interest Each Note shall entitle the Noteholder to receive cumulative interest.
Payment Dates
Interest on the Non-Call 6 Euro Notes will accrue:
(a)
from, and including, the Issue Date to, but excluding, the Non-Call
6 Euro First Reset Date at an interest rate per annum of 3.250 per
cent.; and
(b)
from, and including, the Non-Call 6 Euro First Reset Date at an
interest rate per annum equal to the relevant Reset Interest Rate.
10