Investor Presentaiton
Disclaimer
NOT FOR RELEASE, PRESENTATION, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
This presentation has been prepared by Tullow Oil plc ("Tullow") and Capricorn Energy plc ("Capricorn") in connection with the recommended all-share combination of Tullow and Capricorn (the "Combination"). These slides do not purport to contain all the information that may
be necessary or desirable to fully and accurately evaluate Tullow, Capricorn or the business prospects of the Combination. The information set out in this presentation is not intended to form the basis of any contract. By attending (whether in person, by telephone or webcast)
this presentation or by reading the presentation slides, you agree to the conditions set out below. This presentation (including any oral briefing and any question-and-answer in connection with it) is not intended to, and does not constitute, represent or form part of any offer,
invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction. No shares are being offered to the public by means of this presentation. You should conduct
your own independent analysis of Tullow, Capricorn and the Combination, including consulting your own independent advisers in order to make an independent determination of the suitability, merits and consequences of the Combination. You should not base any behaviour in
relation to financial instruments related to Tullow's or Capricorn's securities or any other securities and investments on information contained in this presentation until after such information is made publicly available by Tullow or Capricorn or any of their advisers. Any dealing or
encouraging others to deal on the basis of such information may amount to insider dealing under the Criminal Justice Act 1993 and/or market abuse under the Market Abuse Regulation (and/or, as applicable, such regulation as it forms part of the domestic UK law by virtue of
section 3 of the European Union (Withdrawal) Act 2018 as amended from time to time). The release, presentation, publication or distribution of this presentation in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to
the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements. Any failure to comply with applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. This
presentation is being made available only to persons who fall within the exemptions contained in Article 19 and Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and persons who are otherwise permitted by law to receive it. This
presentation is not intended to be available to, and must not be relied upon, by any other person.
None of Tullow, Capricorn, their shareholders, subsidiaries, affiliates, associates, or their respective directors, officers, partners, employees, representatives and advisers (the "Relevant Parties") makes any representation or warranty, express or implied, as to the accuracy or
completeness of the information contained in this presentation, or otherwise made available, nor as to the reasonableness of any assumption contained herein or therein, and any liability therefore (including in respect of direct, indirect, consequential loss or damage) is
expressly disclaimed. Nothing contained herein or therein is, or shall be relied upon as, a promise or representation, whether as to the past or the future and no reliance, in whole or in part, should be placed on the fairness, accuracy, completeness or correctness of the
information contained herein or therein. Further, nothing in this presentation should be construed as constituting legal, business, tax, actuarial, financial or other specialist advice. None of the Relevant Parties has independently verified the material in this presentation. No
statement in this presentation (including any statement of estimated synergies) is intended as a profit forecast or estimate for any period and no statement in this presentation should be interpreted to mean that cash flow from operations, free cash flow, earnings, earnings per
share or income on a clean current cost of supplies basis for Tullow or Capricorn or the combined group, as appropriate, for the current or future financial years would necessarily match or exceed the historical published cash flow from operations, free cash flow, earnings,
earnings per share or income on a clean current cost of supplies basis for Tullow or Capricorn, as appropriate.
Statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner
than estimated, or those achieved could be materially different from those estimated. For the purposes of Rule 28 of the City Code on Takeovers and Mergers ("City Code"), quantified financial benefits statements contained in this presentation are the responsibility of Tullow
and the Tullow directors. Neither Capricorn nor its directors will be responsible for any quantified financial benefits statement, or any statement on synergies or any information set out in this presentation relating to Tullow or its group. Neither Tullow nor its directors will be
responsible for any information set out in this presentation relating to Capricorn or its group. Neither the quantified financial benefits statement nor any other statement in this presentation should be construed as a profit forecast or interpreted to mean that the combined group's
earnings in the first full year following implementation of the Combination, or in any subsequent period, would necessarily match or be greater than or be less than those of Tullow or Capricorn for the relevant preceding financial period or any other period. The bases of belief,
principal assumptions and sources of information in respect of any quantified financial benefit statement are set out in the announcement published or to be published in connection with the Combination. As a result of rounding, the totals of data presented in this presentation
may vary slightly from the actual arithmetic totals of such data.
This document may contain certain 'forward-looking statements' with respect to Tullow's, Capricorn's or the combined group's plans and their current goals and expectations relating to future financial condition, performance, results, strategy and objectives. For example,
statements containing words such as 'may', 'will', 'should', 'continue', 'aims', 'estimates', 'projects', 'believes', 'intends', 'expects', 'plans', 'pursues', 'seeks', 'targets', 'goals', 'risks', 'outlook' and 'anticipates', and words of similar meaning, may be forward-looking. By their nature,
all forward-looking statements involve risk and uncertainty because they are based on information available at the time they are made, including current expectations and assumptions, and relate to future events and circumstances which may be or are beyond Tullow or
Capricorn's control. As a result, Tullow or Capricorn's actual future financial condition, performance and results may differ materially from the plans, goals, strategy and expectations set forth in the forward-looking statements. Persons receiving this document should not place
undue reliance on forward-looking statements. For a discussion of important factors which could cause actual results to differ from forward looking statements relating to Tullow, refer to Tullow's Annual Report and Accounts for the year ended 31 December 2021. For a
discussion of important factors which could cause actual results to differ from forward looking statements relating to Capricorn, refer to Capricorn's Annual Report and Accounts for the year ended 31 December 2021. Neither Tullow nor Capricorn undertake any obligation to
update any of the forward-looking statements contained in this document or any other forward-looking statements it may make. Past performance is not an indicator of future results and the results of Tullow and Capricorn in this document may not be indicative of, and are not
an estimate, forecast or projection of, Tullow, Capricorn, or the combined group's future results.
2View entire presentation