NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY US PERSON (AS DEFINED IN REGULATION S ("REGULATION S") UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED ("SECURITIES ACT")) OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT. The invitation contemplated by the exchange offer is made to holders of existing guaranteed convertible bonds due 2014 only. No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. This announcement is subject to the "Disclaimer" and "Offer and Distribution Restrictions" sections set out in the attached announcement.
PREMIER OIL plc ("Premier" or "the Company") Premier announces Exchange Offer 19 October 2012 Premier announces that it has this morning invited holders of the outstanding US$250 million guaranteed convertible bond to exchange their existing bonds (due 2014) for guaranteed convertible bonds due 2018. The new bonds will have a conversion price of US$7.00 and a coupon of 2.5 per cent.. This compares with the existing convertible bonds which have a conversion price of US$6.69 and a coupon of 2.875 per cent.. Premier will act as guarantor of the new bonds, which will be issued by Premier Oil Finance (Jersey) Limited. The exchange will be completed conditional upon a minimum of US$100 million of existing bond holder acceptances. The objective of the exchange offer is to extend the maturity date of the existing convertible bonds and, at the same time, obtain improved coupon and conversion price. Premier may, at its option and sole discretion, extend, re-open, amend, waive any condition of, terminate and/or withdraw the exchange offer at any time (subject to applicable law and as provided in the Exchange Offer Memorandum dated 19 October 2012). Further details of the exchange offer are provided in the attached announcement which also gives details of how eligible bond holders can obtain a copy of the Exchange Offer Memorandum. Enquiries Premier Oil plc 0207 730 1111 Simon Lockett Tony Durrant Pelham Bell Pottinger PR 0207 861 3232 Gavin Davis Henry Lerwill
PREMIER OIL FINANCE (JERSEY) LIMITED ANNOUNCES EXCHANGE OFFER NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY US PERSON (AS DEFINED IN REGULATION S ("REGULATION S") UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED ("SECURITIES ACT")) OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT. 19 October 2012 Premier Oil Finance (Jersey) Limited (the "Company") hereby announces invitations to holders of its outstanding US$250,000,000 2.875 per cent. Guaranteed Convertible Bonds due 2014 (XS0304206161) (the "Existing Bonds") unconditionally and irrevocably guaranteed by Premier Oil plc (the "Guarantor") to offer to exchange any and all of their Existing Bonds for US$ denominated 2.5 per cent. Guaranteed Convertible Bonds due 2018 (the "Bonds") to be issued by the Company and to be unconditionally and irrevocably guaranteed by the Guarantor (the "Exchange Offer"). The Exchange Offer is made on the terms and subject to the conditions contained in the exchange offer memorandum dated 19 October 2012 (the "Exchange Offer Memorandum"). Capitalised terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Exchange Offer Memorandum. Existing Bonds Notes Coupon Conversion Price Maturity Issuer call date US$250,000,000 2.875 per cent. Guaranteed Convertible Bonds due 2014 Bonds 2.875 per cent. semi-annual US$6.69 per share (based on fixed exchange rate) 27 June 2014 11 July 2012 Notes Coupon Conversion Price Maturity Issuer call date US$ denominated 2.5 per cent. Guaranteed Convertible Bonds due 2018 2.5 per cent. semiannual US$7.00 per share (based on fixed exchange rate) 27 July 2018 11 August 2016 Rationale for the Exchange Offer The Company is undertaking the Exchange Offer as it desires to retain convertible bonds as a proportion of its capital structure and the Exchange Offer provides an effective way for the Company to extend the maturity date of its outstanding convertible bonds (the outstanding Existing Bonds have a maturity date of 27 June 2014) by offering longer dated convertible bonds and at the
same time to obtain an improved coupon and conversion price. The Bonds, offered by way of exchange, have been priced on the basis of market conditions at the time of pricing taking into account the trading value of the Existing Bonds. The Exchange Offer Certain terms of each of the Existing Bonds and the Bonds for which they may be exchanged are summarised in the table above. Each Holder whose Existing Bonds are accepted for exchange pursuant to the Exchange Offer will receive on the settlement of the Exchange Offer, which is expected to take place on 1 November 2012 (the "Settlement Date"), an equal aggregate principal amount of Bonds for each US$200,000 of such Existing Bonds accepted for exchange and each integral multiple of US$1,000 thereafter. The Company will only accept offers to exchange Existing Bonds if at least US$100,000,000 in aggregate principal amount of Existing Bonds is validly offered by Holders in the Exchange Offer, which will allow for at least US$100,000,000 in aggregate principal amount of Bonds to be issued and delivered in exchange. Holders whose offers for exchange are accepted by the Company shall also receive the Accrued Interest Payment on the Settlement Date. In order to participate in the Exchange Offer, a Holder must validly offer for exchange at least US$200,000 in aggregate principal amount of Existing Bonds and integral multiples of US$1,000 thereafter. THE EXCHANGE OFFER WILL EXPIRE AT 5.00 P.M. (LONDON TIME) ON 25 OCTOBER 2012, UNLESS EXTENDED, RE-OPENED OR TERMINATED AS PROVIDED IN THE EXCHANGE OFFER MEMORANDUM. THE DEADLINE SET BY ANY INTERMEDIARY OR CLEARING SYSTEM WILL BE EARLIER THAN THIS DEADLINE. EXCHANGE INSTRUCTIONS ARE IRREVOCABLE ONCE SUBMITTED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE EXCHANGE OFFER MEMORANDUM.
Expected Timetable The times and dates below are indicative only and subject to change. Events Times and Dates Announcement and Commencement of the Exchange Offer Exchange Offer announced. Notice of the Exchange Offer submitted to the Clearing Systems. Exchange Offer Memorandum available from the Exchange Agent upon request. 19 October 2012 Exchange Offer Deadline Final deadline for receipt of valid Exchange Instructions by the Exchange Agent in order for Holders to be able to participate in the Exchange Offer. 5.00 p.m. (London time) on 25 October 2012 End of Exchange Period, subject to the right of the Company to extend, re-open, amend and/or terminate the Exchange Offer Announcement of Exchange Offer Results Announcement of: whether the Company will accept valid offers of Existing Bonds for exchange pursuant to the Exchange Offer; and, if so, the final aggregate principal amount of Existing Bonds accepted for exchange and the corresponding amount of Bonds to be delivered As soon as practicable on the first business day following the Exchange Offer Deadline. Settlement Expected settlement date for Exchange Offer, including: 1 November 2012 delivery of Bonds in exchange for Existing Bonds validly offered for exchange by a Holder and accepted by the Company; and payment of any Accrued Interest Payment. Listing Listing of the Bonds Application is expected to be made for the Bonds to be admitted to the Official List of the UK Listing Authority and to trading on the Professional Securities Market of the London Stock Exchange on or around the Settlement Date. The above times and dates are subject to the right of the Company to extend, re-open, amend and/or terminate the Exchange Offer (subject to applicable law and as provided in the Exchange Offer Memorandum).
Participating in the Exchange Offer Holders are advised to read the Exchange Offer Memorandum carefully for full details of, and information on, the procedures for participating in the Exchange Offer. To offer Existing Bonds for exchange pursuant to the Exchange Offer where such Existing Bonds are held in a Clearing System, a Holder should deliver, or arrange to have delivered on its behalf, via the relevant Clearing System and in accordance with the requirements of such Clearing System, a valid Exchange Instruction that is received by the Exchange Agent by the Exchange Offer Deadline. Holders are advised to check with any bank, securities broker or other intermediary through which they hold Existing Bonds whether such intermediary needs to receive instructions from a Holder before the deadlines specified in the indicative timetable above in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange Offer. The deadlines set by each Clearing System for the submission and withdrawal of Exchange Instructions will also be earlier than the relevant deadlines specified in the indicative timetable above. The submission of a valid Exchange Instruction in accordance with the procedures set out above and in the Exchange Offer Memorandum will be irrevocable (except in the limited circumstances described above and in the Exchange Offer Memorandum). General The Company may, at its option and sole discretion, extend, re-open, amend, waive any condition of, or, terminate and/or withdraw from the Exchange Offer at any time (subject to applicable law and as provided in the Exchange Offer Memorandum). Details of any such extension, re-opening, amendment, waiver, termination and/or withdrawal will be announced wherever applicable as provided in the Exchange Offer Memorandum as soon as reasonably practicable after the relevant decision is made. For further information: A complete description of the terms and conditions of the Exchange Offer is set out in the Exchange Offer Memorandum. Further details about the transaction can be obtained from: The Dealer Managers: Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom Tel no.: +44 207 773 8575 Attention: Liability Management
Email: eu.lm@barclays.com RBC Europe Limited Riverbank House 2 Swan Lane London EC4R 3BF Tel no.: +44 207 029 0266 Attention: Syndicate Email: duncan.smith@rbccm.com The Exchange Agent: Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom Tel: +44 207 547 5000 Fax: +44 207 547 6149/5001 Attention: Trust & Securities Services Email: xchange.offer@db.com A copy of the Exchange Offer Memorandum is available to eligible persons upon request from the Exchange Agent. Disclaimer This announcement must be read in conjunction with the Exchange Offer Memorandum. No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. This announcement and the Exchange Offer Memorandum contain important information, which must be read carefully before any decision is made with respect to the Exchange Offer. In particular, Holders should read the section headed "Risk Factors and Other Considerations" in the Exchange Offer Memorandum. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax and financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Existing Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Exchange Offer. None of the Company, the Guarantor, any other Group company, the Dealer Managers or the Exchange Agent (or any person who controls, or is a director, officer, employee, agent or affiliate of, any such person) makes any recommendation as to whether Holders of Existing Bonds should offer any Existing Bonds for exchange pursuant to the Exchange Offer or expresses any opinion about the terms of the Exchange Offer and none of them has authorised any person to make any such recommendation. The Exchange Agent is acting as an agent of the Company in connection with the Exchange Offer and owes no duty to any Holder.
Offer and Distribution Restrictions United States The Exchange Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to, for the account or benefit of, US persons. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement and the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to US persons, and the Existing Bonds cannot be offered for exchange in the Exchange Offer by any such use, means, instrumentality or facilities or from within the United States or by US persons. Any purported offer of Existing Bonds for exchange resulting directly or indirectly from a violation of these restrictions will be invalid, and any purported offer of Existing Bonds for exchange made by a US person, a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or for a US person will be invalid and will not be accepted. This announcement and the Exchange Offer Memorandum is not an offer of securities for sale in the United States or to US persons. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The Bonds and the Existing Bonds have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, US persons. The purpose of this announcement and the Exchange Offer Memorandum is limited to the Exchange Offer and this announcement and the Exchange Offer Memorandum may not be sent or given to a person in the United States or otherwise to any person other than in an offshore transaction in accordance with Regulation S under the Securities Act. Each Holder participating in the Exchange Offer will represent that it is not located in the United States and is not participating in the Exchange Offer from the United States, that it is participating in the Exchange Offer in accordance with Regulation S under the Securities Act and that it is not a US person or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Exchange Offer from the United States and is not a US person. As used herein, "United States" means United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and "US person" has the meaning given to such term in Regulation S under the Securities Act. United Kingdom
The communication of this announcement and the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. 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 as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order. France The Exchange Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement, nor the Exchange Offer Memorandum or any other document or material relating to the Exchange Offer has been or shall be distributed to the public in France and only (a) 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 (b) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code Monétaire et Financier are eligible to participate in the Exchange Offer. This announcement, the Exchange Offer Memorandum and any other such offering material have not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers. Italy None of the Exchange Offer, this announcement, the Exchange Offer Memorandum or any other documents or materials relating to the Exchange Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB). The Exchange Offer is 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 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4, of CONSOB Regulation No. 11971 of 14 May 1999, as amended ("CONSOB Regulation"). Holders can offer Existing Bonds through authorised 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 29 October 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 Existing Bonds or this Exchange Offer.
General The distribution of this announcement and the Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and the Exchange Offer Memorandum comes are required by the Company, the Guarantor, the Dealer Managers and the Exchange Agent to inform themselves about and to observe any such restrictions. No action has been or will be taken by the Company, the Guarantor, the Dealer Managers or the Exchange Agent in any jurisdiction in relation to the Exchange Offer that would permit a public offering of securities. This announcement and the Exchange Offer Memorandum do not constitute an offer to sell or buy or the solicitation of an offer to sell or buy the Existing Bonds and/or Bonds, as applicable, and offers of Existing Bonds for exchange pursuant to the Exchange Offer will not be accepted, from Holders in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an exchange offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Exchange Offer shall be deemed to be made by such Dealer Manager or affiliate (as the case may be) on behalf of the Company in such jurisdiction.