TIDMAN26
Repsol Oil & Gas Canada Inc. Announces Debt Tender
Offers
CALGARY, Alberta, March 23, 2016 - Repsol Oil & Gas Canada
Inc. (formerly Talisman Energy Inc.), a Canadian-based upstream oil
and gas company (the "Offeror"), has launched offers to purchase
for cash any and all of its outstanding (i) 7.75% Senior Notes due
2019 (the "2019 Notes"), (ii) 3.75% Senior Notes due 2021 (the
"2021 Notes"), (iii) 7.25% Debentures due 2027 (the "2027
Debentures"), (iv) 5.75% Senior Notes due 2035 (the "2035 Notes"),
(v) 5.85% Senior Notes due 2037 (the "2037 Notes"), (vi) 6.25%
Senior Notes due 2038 (the "2038 Notes") and (vii) 5.50% Senior
Notes due 2042 (the "2042 Notes" and, together with the 2019 Notes,
the 2021 Notes, the 2027 Debentures, the 2035 Notes, the 2037 Notes
and the 2038 Notes, the "Notes") (the "Tender Offers").
The following table sets forth certain terms for each of the
Tender Offers:
CUSIP No. / ISIN Title of Aggregate Acceptance Limit Tender
Security Principal Offer
Amount Consideration
Outstanding ("Tender
Offer
Consideration")(1)
87425E AL7 / 7.75% Senior U.S.$571,000,000 Any and All U.S.$1,030.00
US87425EAL74 Notes
due 2019
87425E AM5 / 3.75% Senior U.S.$576,250,000 Any and All U.S.$930.00
US87425EAM57 Notes
due 2021
87425E AE3 / 7.25% U.S.$56,761,000 Any and All U.S.$1,055.00
US87425EAE32 Debentures
due 2027
87425E AH6 / 5.75% Senior U.S.$97,529,000 Any and All U.S.$910.00
US87425EAH62 Notes
due 2035
87425E AJ2 / 5.85% Senior U.S.$140,095,000 Any and All U.S.$780.00
US87425EAJ29 Notes
due 2037
87425E AK9 / 6.25% Senior U.S.$131,647,000 Any and All U.S.$870.00
US87425EAK91 Notes
due 2038
87425E AN3 / 5.50% Senior U.S.$122,790,000 Any and All U.S.$700.00
US87425EAN31 Notes
due 2042
(1) Per U.S.$1,000 principal amount of Notes. Plus accrued and
unpaid interest to but not including the applicable Payment
Date.
The Tender Offers will expire at 5:00 p.m., New York City time,
on March 29, 2016, unless earlier terminated or extended by the
Offeror (such date and time, as it may be extended, the "Expiration
Time"). Holders will be permitted to withdraw validly tendered
Notes at any time prior to the earlier of (i) the Expiration Time
and (ii) if the applicable Tender Offer is extended, the 10th
business day after commencement of such Tender Offer, by following
the procedures described in the Offer to Purchase. Notes subject to
a Tender Offer may also be validly withdrawn in the event that the
applicable Tender Offer has not been consummated within 60 business
days after commencement.
Holders of the Notes ("Holders") who validly tender and do not
validly withdraw their Notes pursuant to the Tender Offers will be
eligible to receive the relevant Tender Offer Consideration, plus
accrued and unpaid interest to but not including the applicable
Payment Date (as defined below). Holders who validly tender their
Notes pursuant to the guaranteed delivery procedures described in
the Offer Documents (defined below) must deliver their Notes no
later than the close of business on the second business day
following the Expiration Time (the "Guaranteed Delivery Date").
Payment for any Notes that are validly tendered and not validly
withdrawn and accepted for purchase will be made promptly following
the Expiration Time (such date, the "Payment Date") or the
Guaranteed Delivery Date, as applicable. We expect the Payment Date
to occur on March 31, 2016, with respect to Notes accepted for
purchase on or about the Expiration Time. We expect the payment for
Notes delivered under the guaranteed delivery procedures to occur
on April 4, 2016. Notes purchased pursuant to the Tender Offers
will be cancelled.
The terms and conditions of the Tender Offers are described in
the Offeror's Offer to Purchase, the related Letter of Transmittal
and the related Notice of Guaranteed Delivery (together, the "Offer
Documents"). Copies of the Offer Documents are available from D.F.
King & Co., Inc., the information agent and tender agent for
the Tender Offers (the "Information Agent and Tender Agent") or at
www.dfking.com/repsol. Requests for copies of the Offer Documents
should be directed to the Information Agent at +1 (877) 478-5044
(toll free), +1 (212) 269-5550 (collect) or repsol@dfking.com.
The obligation of the Offeror to purchase Notes in the Tender
Offers is conditioned on the satisfaction or waiver of certain
conditions described in the Offer Documents. The Offeror has the
right, in its sole discretion, to amend or terminate any of the
Tender Offers at any time, subject to applicable law.
The Offeror reserves the right, in its sole discretion, not to
accept any tenders of Notes for any reason. The Offeror is making
the Tender Offers only in those jurisdictions where it is legal to
do so.
HSBC Securities (USA) Inc. and UBS Securities LLC have been
engaged to act as dealer managers (the "Dealer Managers") in
connection with the Tender Offers. Questions regarding the Tender
Offers may be directed to HSBC Securities (USA) Inc. at (888)
HSBC-4LM (toll free) or +1 (212) 525-5552 (collect) and UBS
Securities LLC at (203) 719-4210 (phone) or (888) 719-4210 (toll
free).
Neither the Offer Documents nor any related documents have been
filed with the U.S. Securities and Exchange Commission, nor have
any such documents been filed with or reviewed by any federal or
state securities commission or regulatory authority of any country.
No authority has passed upon the accuracy or adequacy of the Offer
Documents or any related documents, and it is unlawful and may be a
criminal offense to make any representation to the contrary.
This announcement is not an offer to purchase or a solicitation
of an offer to purchase. The Tender Offers are being made solely by
the Offeror pursuant to the Offer Documents. The Tender Offers are
not being made to, nor will the Offeror accept tenders of Notes
from, Holders in any jurisdiction in which the Tender Offers or the
acceptance thereof would not be in compliance with the securities
or blue sky laws of such jurisdiction.
About Repsol Oil & Gas Canada Inc.
Repsol Oil & Gas Canada Inc. is an upstream oil and gas
company, incorporated in Canada and is a wholly-owned subsidiary of
the Spanish integrated energy company Repsol, S.A.
Forward-Looking Statements
This news release contains information that constitutes
"forward-looking information" or "forward-looking statements"
(collectively "forward-looking information") within the meaning of
applicable securities legislation. This forward-looking information
includes, among others, statements regarding the terms and timing
for completion of the Tender Offers.
Undue reliance should not be placed on forward-looking
information. Forward-looking information is based on current
expectations, estimates and projections that involve a number of
risks which could cause actual results to vary and in some
instances to differ materially from those anticipated by the
Offeror and described in the forward-looking information contained
in this news release. The material risk factors include, but are
not limited to risks related to the successful consummation of the
Tender Offers.
The above-mentioned risk factors are not exhaustive. Additional
information on these and other factors which could affect the
Offeror's operations or financial results or strategy are included
in the Offeror's most recent Annual Information Form and
Management's Discussion and Analysis, each dated February 26, 2016
(included in the Offeror's Annual Report on Form 40-F). In
addition, information is available in the Offeror's other reports
on file with the United States Securities and Exchange
Commission.
Forward-looking information is based on the estimates and
opinions of the Offeror's management at the time the information is
presented. The Offeror assumes no obligation to update
forward-looking information should circumstances or management's
estimates or opinions change, except as required by law.
DISCLAIMER
This announcement must be read in conjunction with the Offer
Documents. This announcement and the Offer Documents contain
important information which must be read carefully before any
decision is made with respect to the Tender Offers. If any holder
of Notes is in any doubt as to the action it should take, it is
recommended to seek its own legal, tax, accounting and financial
advice, including as to any tax consequences, immediately from its
stockbroker, bank manager, attorney, accountant or other
independent financial or legal adviser. Any individual or company
whose Notes are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee or intermediary must
contact such entity if it wishes to participate in the Tender
Offers. None of the Offeror, the Dealer Managers, the Information
Agent and Tender Agent and any person who controls, or is a
director, officer, employee or agent of such persons, or any
affiliate of such persons, makes any recommendation as to whether
holders of Notes should participate in the Tender Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
(MORE TO FOLLOW) Dow Jones Newswires
March 23, 2016 10:02 ET (14:02 GMT)
This announcement and the Offer to Purchase does not constitute
an offer or an invitation to participate in the Tender Offers in
any jurisdiction in which, or to any person to or from whom, it is
unlawful to make such offer or invitation or for there to be such
participation under applicable laws. The distribution of this
announcement and the Offer to Purchase in certain jurisdictions may
be restricted by law. Persons into whose possession this
announcement or the Offer to Purchase comes are required by each of
the Offeror, the Dealer Managers and the Information Agent and
Tender Agent to inform themselves about and to observe any such
restrictions.
United Kingdom
The communication of the Offer to Purchase and any other
documents or materials relating to the Tender Offers has not been
approved by an authorized person for the purposes of section 21 of
the Financial Services and Markets Act 2000 (the "FSMA").
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials is exempt from the restriction on financial promotions
under section 21(1) of the FSMA on the basis that it is only
directed at and may only be communicated to (1) those persons who
are existing members or creditors of the Offeror or other persons
within Article 43(2) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, and (2) any other persons to whom
such documents and/or materials may lawfully be communicated in
circumstances in which section 21(1) of the FSMA does not apply to
the Offeror.
Belgium
None of this announcement, the Offer to Purchase or any other
documents or materials relating to the Tender Offers have been
submitted to or will be submitted for approval or recognition to
the Financial Services and Markets Authority (Autorité des services
et marchés financiers / Autoriteit voor financiële diensten en
markten) and, accordingly, the Tender Offers may not be made in
Belgium by way of a public offering, as defined in Articles 3 and 6
of the Belgian Law of April 1, 2007 on public takeover bids as
amended or replaced from time to time. Accordingly, the Tender
Offers may not be advertised and the Tender Offers will not be
extended, and neither this announcement, the Offer to Purchase nor
any other documents or materials relating to the Tender Offers
(including any memorandum, information circular, brochure or any
similar documents) has been or shall be distributed or made
available, directly or indirectly, to any person in Belgium other
than "qualified investors" in the sense of Article 10 of the
Belgian Law of June 16, 2006 on the public offer of placement
instruments and the admission to trading of placement instruments
on regulated markets, acting on their own account. This
announcement and the Offer to Purchase have been issued only for
the personal use of the above qualified investors and exclusively
for the purpose of the Tender Offers. Accordingly, the information
contained in this announcement and the Offer to Purchase may not be
used for any other purpose or disclosed to any other person in
Belgium.
France
The Tender Offers are not being made, directly or indirectly, to
the public in France. Neither this announcement, the Offer to
Purchase nor any other documents or offering materials relating to
the Tender Offers, has been or shall be distributed to the public
in France and only (i) providers of investment services relating to
portfolio management for the account of third parties (personnes
fournissant le service d'investissement de gestion de portefeuille
pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés) acting for their own account, other than
individuals, all as defined in, and in accordance with, Articles
L.411-1, L.411-2 and D.411-1 of the French Code monétaire et
financier, are eligible to participate in the Tender Offers. The
Offer to Purchase has not been submitted to the clearance
procedures (visa) of the Autorité des marchés financiers.
Italy
None of the Tender Offers, this announcement, the Offer to
Purchase or any other documents or materials relating to the Tender
Offers has been or will be submitted to the clearance procedure of
the Commissione Nazionale per le Società e la Borsa ("CONSOB"),
pursuant to applicable Italian laws and regulations. The Tender
Offers are being carried out in the Republic of Italy ("Italy") as
an exempted offer pursuant to article 101-bis, paragraph 3-bis of
the Legislative Decree No. 58 of February 24, 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of May 14, 1999, as amended (the "CONSOB
Regulation"). The Tender Offers are also being carried out in
compliance with article 35-bis, paragraph 7 of the CONSOB
Regulation. Holders or beneficial owners of the Notes located in
Italy can tender the Notes through authorized persons (such as
investment firms, banks or financial intermediaries permitted to
conduct such activities in Italy in accordance with the Financial
Services Act, CONSOB Regulation No. 16190 of October 29, 2007, as
amended from time to time, and Legislative Decree No. 385 of
September 1, 1993, as amended) and in compliance with applicable
laws and regulations or with requirements imposed by CONSOB or any
other Italian authority. Each intermediary must comply with the
applicable laws and regulations concerning information duties
vis-à-vis its clients in connection with the Notes or the Tender
Offers.
Switzerland
None of the Offer to Purchase, this announcement or any other
offering or marketing material relating to the Notes constitutes a
prospectus as such term is understood pursuant to article 652a or
article 1156 of the Swiss Federal Code of Obligations or a listing
prospectus within the meaning of the listing rules of the SIX Swiss
Exchange. Accordingly, the investor protection rules otherwise
applicable to investors in Switzerland do not apply to the Tender
Offers. When in doubt, investors based in Switzerland are
recommended to contact their legal, financial or tax adviser with
respect to the Tender Offers.
General
The Tender Offers do not constitute an offer to buy or the
solicitation of an offer to sell Notes in any circumstances in
which such offer or solicitation is unlawful. In those
jurisdictions where the securities or other laws require the Tender
Offers to be made by a licensed broker or dealer and the Dealer
Managers or, where the context so requires, any of their respective
affiliates, is such a licensed broker or dealer in that
jurisdiction, the Tender Offers shall be deemed to be made on
behalf of the Offeror by any such Dealer Manager or affiliate (as
the case may be) in such jurisdiction. Each Holder participating in
the Tender Offers will be deemed to give certain representations in
respect of the jurisdictions referred to above and generally as set
out in "The Tender Offers-How to Tender-Representations, Warranties
and Undertakings" in the Offer to Purchase. Any tender of Notes for
purchase pursuant to an offer from a Holder that is unable to make
these representations may be rejected. The Offeror, the Dealer
Managers and the Information Agent and Tender Agent reserve the
right, in their absolute discretion, to investigate, in relation to
any tender of Notes for purchase pursuant to an offer, whether any
such representation given by a Holder is correct and, if such
investigation is undertaken and as a result the Offeror determines
(for any reason) that such representation is not correct, such
tender may be rejected.
FOR FURTHER INFORMATION PLEASE CONTACT:Repsol Oil & Gas
Canada Inc.Brent AndersonCommunications and External Relations
Manager403-237-1912infocanada@repsol.com www.repsol.com/ca_en/
View source version on businesswire.com:
http://www.businesswire.com/news/home/20160323005946/en/
This information is provided by Business Wire
(END) Dow Jones Newswires
March 23, 2016 10:02 ET (14:02 GMT)
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