Press Release
December 10, 2024
BP responds to 'mini-tender' offer
BP p.l.c. (BP) announced today that it has received
notification that on November 19, 2024 TRC Capital Corporation
(TRC) commenced an unsolicited, below-market mini-tender offer to
purchase up to 4,000,000 of the American Depositary Shares (ADSs)
of BP (equivalent to 24,000,000 Ordinary Shares, or approximately
0.1 per cent of BP's outstanding Ordinary Shares), at a price of
$27.95 per ADS. The TRC offer is being made at a 5.00 per
cent discount to the ADS closing price of $29.42 per ADS on
November 18, 2024, the last trading day before the offer commenced,
and is below yesterday's closing price of $30.09.
In addition to being below-market, the offer by TRC
contains other terms which may be disadvantageous to tendering ADS
holders.
BP does not endorse TRC's offer, and BP recommends
that ADS holders reject the offer and do not tender their ADSs in
response to the offer by TRC.
BP is in no way associated with TRC, the mini-tender
offer or the offer documents. The TRC mini-tender offer is
not related to BP's own share buyback program to repurchase
Ordinary Shares.
TRC has made many similar, unsolicited mini-tender
offers for shares of other companies. Mini-tender offers seek to
acquire less than 5 per cent of a company's shares, thereby
avoiding many disclosure and procedural requirements of the U.S.
Securities and Exchange Commission (SEC). As a result, mini-tender
offers do not provide investors with the same level of protection
as provided by larger tender offers under United States securities
laws. The SEC has issued tips for investors regarding mini-tender
offers on its website at www.sec.gov/investor/pubs/minitend.htm and
https://www.sec.gov/fast-answers/ answersminitenhtm.html. The SEC
has cautioned investors about mini-tender offers, noting that
"[s]ome bidders make mini-tender offers at below market prices,
hoping that they will catch investors off guard if the investors do
not compare the offer price to the current market price." The
Canadian Securities Administrators have also expressed concerns
with mini-tender offers in an investor alert ("Mini-Tender Offers -
Watch Out For Mini-Tender Offers at Below-Market Price!")
accessible at
http://www.osc.gov.on.ca/en/SecuritiesLaw_csa_19991210_61-301.jsp.
BP urges ADS holders to obtain current market
quotations for their ADSs, to consult with their broker or
investment advisor, review the conditions of the offer and to
exercise caution with respect to the TRC offer. BP recommends
that ADS holders who have not responded to TRC's offer take no
action. According to TRC's offer documents, ADS holders who have
already tendered may withdraw their tendered ADSs at any time prior
to 11:59 pm New York City time, on Wednesday, December 18, 2024 by
providing the written notice described in the documentation.
BP encourages brokers and dealers, as well as other
market participants, to review the SEC's recommendations to
broker-dealers in these circumstances, which can be found on the
SEC website at
https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
BP requests that a copy of this news release be
included with all distributions of materials relating to TRC's
mini-tender offer relating to BP ADSs.