BP p.l.c. (“BP”) (LSE: BP) (FWB: BPE) (NYSE: BP) today announced that as of 5:00 p.m. New York City time, on November 28, 2018 (the “Early Participation Deadline”), the aggregate principal amounts listed below of twenty-three series of notes, each issued by BP Capital Markets p.l.c. (“BP Capital U.K.”) (the “Old Notes”), had been validly tendered and not withdrawn in connection with the previously announced offers to exchange (the “Exchange Offers” and each, an “Exchange Offer”) any and all validly tendered (and not validly withdrawn) and accepted Old Notes up to a maximum amount of $10.6 billion (the “Maximum Amount”) for a combination of cash and new notes to be issued by BP Capital Markets America Inc. (“BP Capital America” or the “Issuer”) and fully and unconditionally guaranteed by BP (the “New Notes”). A Registration Statement on Form F-4 (File Nos. 333-228369 and 333-228369-01) (the “Registration Statement”) relating to the issuance of the New Notes was filed with the Securities and Exchange Commission (“SEC”) on November 14, 2018 (as amended by Amendment No. 1 to the Registration Statement filed with the SEC on November 28, 2018) but has not yet been declared effective.
The aggregate principal amount of Old Notes that will be accepted for exchange will be based on the order of acceptance priority for such series as set forth in the table below (the “Acceptance Priority Levels”), with Acceptance Priority Level 1 being the highest and Acceptance Priority Level 23 being the lowest, subject to the applicable Minimum Size Condition and the Maximum Amount Condition (each as described in BP’s prospectus (the “Prospectus”), which forms a part of the Registration Statement).
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In order to utilize the ‘safe harbor’ provisions of the United States Private Securities Litigation Reform Act of 1995 (the ‘PSLRA’) and the general doctrine of cautionary statements, BP is providing the following cautionary statement. This press release contains certain forward-looking statements – that is, statements related to future, not past events and circumstances – which may relate to one or more of the financial condition, results of operations and businesses of BP and certain of the plans and objectives of BP with respect to these items. These statements are generally, but not always, 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. Actual results may differ from those expressed in such statements, depending on a variety of factors including the risk factors set forth in our most recent Annual Report and Form 20-F under “Risk factors” and in any of our more recent public reports.
Our most recent Annual Report and Form 20-F and other period filings are available on our website at www.bp.com or can be obtained from the SEC by calling 1-800-SEC-0330 or on its website at www.sec.gov.