CNOOC Petroleum North America ULC Commences Cash Tender Offer for Up to $750 Million Aggregate Principal Amount of Outstanding Notes

CALGARY, AB, June 10, 2024 /PRNewswire/ — CNOOC (NYSE:) Petroleum North America ULC (the “Company”) today announced that it has commenced a cash tender offer (the “Tender Offer”) to purchase outstanding debt securities of the Company listed in the table below (collectively, the “Notes,” and each a “Series” of Notes) from each registered holder of the applicable Series of Notes (each, a “Holder,” and collectively, the “Holders”) up to a combined aggregate principal amount of the notes equal to $750,000,000 (the “Maximum Amount”), subject to certain acceptance priority levels, each as specified in the table below.

Indicative timetable for the Tender Offer:

The complete terms of the Tender Offer are set forth in the Offer to Purchase dated June 10, 2024 (as it may be amended or supplemented from time to time, the “Offer to Purchase”). Consummation of the Tender Offer is subject to a number of conditions, including the absence of certain adverse legal and market developments. Subject to applicable law, the Company may waive any and all of these conditions or extend, terminate or withdraw the Tender Offer with respect to one or more Series of Notes and/or increase or decrease the Maximum Amount. The Tender Offer is not conditioned upon any minimum amount of Notes being tendered. There are no guaranteed delivery provisions applicable to the Tender Offer.

The Tender Offer will expire at 5:00 p.m., New York City time, on July 10, 2024, unless extended (such date and time, as the same may be extended, the “Expiration Time”) or earlier terminated by the Company. Holders of Notes must validly tender and not validly withdraw their Notes at or before 5:00 p.m., New York City time, on June 24, 2024, unless extended with respect to one or more Series (such date and time, as the same may be extended, the “Early Tender Deadline”) or earlier terminated by the Company, to be eligible to receive the applicable Total Consideration (as defined herein) for their tendered Notes, which includes the applicable Early Tender Premium set forth in the table above (the “Early Tender Premium”). Holders of Notes who validly tender their Notes after the Early Tender Deadline and at or before the Expiration Time will be eligible to receive the applicable Tender Consideration (as defined herein) per $1,000 principal amount of Notes tendered by such Holders that are accepted for purchase, which is equal to the applicable Total Consideration for each $1,000 principal amount of Notes tendered and accepted for purchase minus the Early Tender Premium (the “Tender Consideration”). Notes tendered may be validly withdrawn at any time at or before 5:00 p.m., New York City time, on June 24, 2024 (such date and time, as the same may be extended, the “Withdrawal Time”) but not thereafter, unless extended with respect to one or more Series of Notes or earlier terminated by the Company, except in certain limited circumstances where additional withdrawal rights are required by law.

The “Total Consideration” for each $1,000 principal amount of Notes of any Series tendered and accepted for purchase pursuant to the Tender Offer will be determined in the manner set forth in the Offer to Purchase by reference to the applicable fixed spread specified for such Series in the table above over the yield corresponding to the bid-side price of the applicable Reference U.S. Treasury Security specified for such Series in the table above, as displayed on the applicable Bloomberg Reference Page specified in the table above, as calculated by J.P. Morgan Securities LLC at 11:00 a.m., New York City time, on June 25, 2024 (such time and date, as the same may be extended, the “Price Determination Time”), which Total Consideration will include the applicable Early Tender Premium.

Assuming the Tender Offer is not extended and the conditions to the Tender Offer are satisfied or waived, the Company expects that settlement for Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline that are accepted for purchase will be June 27, 2024 (the “Early Settlement Date”), and for Notes validly tendered after the Early Tender Deadline and on or before the Expiration Time that are accepted for purchase, will be on July 12, 2024 (the “Final Settlement Date” and the Early Settlement Date and the Final Settlement Date each a “Settlement Date”). Notes tendered may be validly withdrawn at any time on or before the Withdrawal Deadline, but not thereafter, except in certain limited circumstances where additional withdrawal rights are required by law.

For a Holder who holds Notes through DTC to validly tender Notes pursuant to the Tender Offer, an Agent’s Message (as defined in the Offer to Purchase) and any other required documents must be received by the Tender Agent at its address set forth on the Offer to Purchase at or prior to the Early Tender Deadline or the Expiration Time, as applicable. For a Holder who holds Notes through Clearstream Banking, société anonyme or Euroclear Bank SA/NV to validly tender Notes pursuant to the Tender Offer, such Holder must tender such Notes in accordance with the procedures of such clearing system. There is no letter of transmittal for the Offer to Purchase.

Holders of Notes who validly tender their Notes after the Early Tender Deadline and at or before the Expiration Time will be eligible to receive the applicable Tender Consideration (as set forth in the table above) per $1,000 principal amount of Notes tendered by such Holder that are accepted for purchase, which is equal to the applicable Total Consideration minus the Early Tender Premium. Holders whose Notes are accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest on their purchased Notes from the last interest payment date for such Notes to, but excluding, the applicable Settlement Date.

The Company reserves the right to increase or decrease the Maximum Amount at its own discretion. Accordingly, Holders should not tender any Notes that they do not wish to be accepted for purchase. If Holders tender more Notes than they expect to be accepted for purchase by the Company, based on the Acceptance Priority Level (as defined below) of the Notes being tendered, and the Company subsequently accepts more of such Notes tendered and not validly withdrawn on or before the Withdrawal Deadline, such Holders will not be able to withdraw any of their previously tendered Notes.

The amount of each Series of Notes that is purchased pursuant to the Tender Offer on the applicable Settlement Date will be subject to proration as described further below and determined in accordance with the acceptance priority levels specified in the table above and on the cover page of the Offer to Purchase in the column entitled “Acceptance Priority Level” (the “Acceptance Priority Level”), with 1 being the highest Acceptance Priority Level and 5 being the lowest Acceptance Priority Level.

All Notes validly tendered and not validly withdrawn at or before the Early Tender Deadline having a higher Acceptance Priority Level will be accepted before any tendered Notes having a lower Acceptance Priority Level are accepted in the Tender Offer, and all Notes validly tendered after the Early Tender Deadline having a higher Acceptance Priority Level will be accepted before any Notes tendered after the Early Tender Deadline having a lower Acceptance Priority Level are accepted in the Tender Offer. Notes validly tendered and not validly withdrawn at or before the Early Tender Deadline will be accepted for purchase in priority to other Notes tendered after the Early Tender Deadline, even if such Notes tendered after the Early Tender Deadline have a higher Acceptance Priority Level than the Notes tendered at or before the Early Tender Deadline.

If the combined aggregate principal amount of the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline exceeds the Maximum Amount, the amount of such Notes purchased will be prorated and the Company will accept for purchase only a combined aggregate principal amount of such Notes that will not exceed the Maximum Amount, and none of the Notes, if any, validly tendered after the Early Tender Deadline will be accepted for purchase regardless of the Acceptance Priority Level of such Notes. If Notes are validly tendered and not validly withdrawn such that the combined aggregate principal amount of such Notes does not exceed the Maximum Amount at or before the Early Tender Deadline but exceeds the Maximum Amount at the Expiration Time, no proration will be applied to any Series of the Notes validly tendered and not validly withdrawn at or before the Early Tender Deadline, and, with respect to the Notes validly tendered after the Early Tender Deadline, the Company will accept for purchase only a combined aggregate principal amount of such Notes in accordance with the Acceptance Priority Levels (with 1 being the highest Acceptance Priority Level and 5 being the lowest Acceptance Priority Level) that does not exceed the Maximum Amount.

Subject to applicable law, the Tender Offer may be amended, extended, terminated or withdrawn with respect to one or more Series of Notes at any time. If the Tender Offer is terminated with respect to any Series of Notes without Notes of such Series being accepted for purchase, Notes of such Series tendered pursuant to the Tender Offer will promptly be returned to the tendering Holders. Notes tendered pursuant to the Tender Offer and not purchased due to the Acceptance Priority Levels or due to the proration procedures will be returned to the tendering Holders promptly following the Expiration Time or, if the Tender Offer is fully subscribed as of the Early Tender Deadline, promptly following the Early Tender Deadline.

The Company’s obligation to accept for purchase, and to pay for, validly tendered Notes that have not been validly withdrawn, is subject to, and conditioned upon, satisfaction or, where applicable, waiver of the conditions to the Tender Offer described in the Offer to Purchase.

From time to time, the Company may purchase additional Notes in the open market, in privately negotiated transactions, through tender offers, exchange offers or otherwise, or may redeem the Notes pursuant to their terms. Any future purchases may be on the same terms or on terms that are more or less favorable to Holders of Notes than the terms of the Tender Offer. Any future purchases by the Company will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) we may choose to pursue in the future.

This press release is for informational purposes only. This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Tender Offer is being made solely pursuant to terms and conditions set forth in the Offer to Purchase and only to such persons and in such jurisdictions as are permitted under applicable law.

None of the Company, its board of directors or employees, the Dealer Manager, the Tender Agent, the Information Agent or any trustee is making any recommendation as to whether Holders should tender Notes in response to the Tender Offer. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.

J.P. Morgan Securities LLC is serving as the sole Dealer Manager in connection with the Tender Offer. Questions regarding the terms of the Tender Offer should be directed to J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll free) or + 1 (212) 834-7489 (collect). Any questions or requests for assistance or additional copies of the Offer to Purchase or the documents incorporated by reference therein may be directed to D.F. King & Co., Inc., which is acting as the Tender Agent and the Information Agent for the Tender Offer, at the following telephone numbers: banks and brokers at (877) 478-5045 (toll free); all others at (212) 269-5550 (all others); or by email to CNOOC@dfking.com.

About CNOOC Petroleum North America ULC

CNOOC Petroleum North America ULC is a British Columbia unlimited liability company whose principal activities are the exploration, development and production of petroleum and in Canada.   CNOOC Petroleum North America ULC is an indirect, wholly-owned subsidiary of CNOOC Limited.

Forward-Looking Statements

This press release contains forward-looking statements based on current expectations and assumptions that involve risks and uncertainties. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, statements about the expected timing, size or other terms of the Tender Offer and the Company’s ability to complete the Tender Offer. Forward-looking statements can also generally be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will,” “would,” “could,” “can,” “may,” and similar terms. These statements are based on assumptions and analyses made by the Company as of this date in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors that the Company currently believes are appropriate under the circumstances. However, whether actual results and developments will meet the current expectations and predictions of the Company is uncertain. Actual results, performance and financial condition may differ materially from the Company’s expectations, as a result of salient factors including but not limited to those associated with macro-political and economic factors, fluctuations in and natural gas prices, exchange rates, the highly competitive nature of the oil and natural gas industry, climate change and environment policies, the Company’s price forecast, mergers, acquisitions and divestments activities, health, safety, security and environment and insurance policies and changes in anti-corruption, anti-fraud, anti-money laundering and corporate governance laws.

All of the forward-looking statements made in this press release are qualified by this cautionary statement. The Company cannot assure that the results or developments anticipated will be realised or, even if substantially realised, that they will have the expected effect on the Company, its business or operations. The Company does not assume any obligation or intend to update these forward-looking statements.

Editorial Contacts

For further enquiries, please contact:

CNOOC North America Media Relations
Calgary, Alberta, Canada
media@intl.cnoocltd.com