Tender offer for Senior Secured Notes

AFREN plc (AFR LN)

Afren plc Announces Tender Offer for any and all of its $500,000,000 11½% Senior Secured Notes due 2016 and up to $100,000,000 of its outstanding $300,000,000 10¼% Senior Secured Notes due 2019

12 November 2013 - Afren plc (the "Offeror") announces today that it is offering to purchase for cash (i) any and all of its outstanding $500 million 11½% Senior Secured Notes due 2016 (the "2016 Notes") and (ii) up to a maximum aggregate principal amount of $100 million (the "Maximum Acceptance Amount") of its outstanding $300 million 10¼% Senior Secured Notes due 2019 (the "2019 Notes," and together with the 2016 Notes, the "Notes") from holders of the Notes (collectively, "Holders"), as further described in the offer to purchase dated as of 12 November 2013 (the "Offer to Purchase") to be distributed to Holders. The offers to purchase the 2016 Notes (the "2016 Notes Tender Offer") and the offer to purchase the 2019 Notes (the "2019 Notes Tender Offer") are collectively referred to herein as the "Tender Offers". Capitalized terms used but not otherwise defined in this press release shall have their meanings given to them in the Offer to Purchase.

The Tender Offers begin on 12 November 2013 and will expire at 11:59 p.m., New York City time, on 10 December 2013, unless extended or earlier terminated in accordance with the Offer to Purchase. Holders who validly tender their Notes and do not validly withdraw their Notes on or prior to 5:00 p.m., New York City time on 25 November 2013, unless extended (the "Early Tender Deadline"), and which Notes are accepted for purchase by us, will be eligible to receive the applicable "Tender Offer Consideration" (indicated in the table below) and the applicable "Early Tender Premium" (indicated in the table below), which together with the Tender Offer Consideration, amount to the "Total Consideration" (indicated in the table below), subject in the case of the 2019 Notes to proration as described below. Holders who validly tender their Notes after the applicable Early Tender Deadline but on or prior to 11:59 p.m., New York City time on 10 December 2013, unless extended (the "Expiration Time"), and which Notes are accepted for purchase by us, will be eligible to receive the Tender Offer Consideration for the applicable series of the Notes, but not the corresponding Early Tender Premium, subject in the case of the 2019 Notes to proration as described below. Notes tendered may only be withdrawn prior to the applicable Early Tender Deadline. Notes tendered after the applicable Early Tender Deadline and prior to the applicable Expiration Time may not be withdrawn, except as provided by law. The Holders who validly tender the Notes after the applicable Early Tender Deadline but on or prior to the applicable Expiration Time and whose Notes are accepted for purchase pursuant to the applicable Tender Offer will be entitled to receive the corresponding Tender Offer Consideration but will not be entitled to receive the corresponding Early Tender Premium.

Provided the conditions to the applicable Tender Offer have been satisfied or waived, the Offeror will pay the corresponding Tender Offer Consideration or Total Consideration with respect to Notes validly tendered and accepted for purchase promptly after the applicable Expiration Time (the "Settlement Date") which is expected to be the business day following the Expiration Time, except if the Offeror extends or terminates any Tender Offer, at its discretion. The payment of the applicable Total Consideration and the applicable Tender Offer Consideration, as the case may be, shall include accrued and unpaid interest ("Accrued Interest") up to, but not including, the applicable Settlement Date.

The purpose of the Tender Offers is to acquire all 2016 Notes validly tendered and up to the Maximum Acceptance Amount of the 2019 Notes validly tendered and correspondingly commence to issue new dollar denominated senior secured notes in an aggregate principal amount sufficient to fund the Tender Offers and all applicable premiums, fees and expenses related thereto (the "New Notes Issuance") which is expected to extend the Offeror's debt maturities and reduce its fixed charges. The Offeror anticipates that the New Notes Issuance will involve the issuance of dollar denominated new notes in an aggregate principal amount sufficient to fund the Tender Offers and all applicable premiums, fees and expenses related thereto (the "Refinancing Condition"). 

Neither Tender Offer is conditioned upon any minimum amount of Notes being tendered or the consummation of the other Tender Offer, and each Tender Offer may be amended, extended or terminated individually.

Each Tender Offer is subject to the terms and conditions set forth in the Offer to Purchase, including the Refinancing Condition and certain other customary conditions. The Offeror reserves the right (i) to waive or modify in whole or in part any and all conditions to the Tender Offers, (ii) to extend the Early Tender Deadline or the Expiration Time, as applicable for each series of the Notes, (iii) to modify or terminate any or all Tender Offers at any time and for any reason or (iv) to otherwise amend any or all Tender Offers. 

(1) Does not include Accrued Interest.

(2) Per $1,000.00 principal amount of Notes validly tendered and accepted for purchase.

(3) Inclusive of Early Tender Premium.

Below is an indicative timetable providing information with respect to the expected dates and times for the Tender Offer. The timetable is subject to change, and dates and times may be extended, amended or terminated by the Offeror as described in the Offer to Purchase.

The Offeror intends to purchase for cash any and all of the 2016 Notes validly tendered and up to the Maximum Acceptance Amount of the 2019 Notes validly tendered.

If the aggregate principal amount of 2019 Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Time exceeds the Maximum Acceptance Amount, then the 2019 Notes Tender Offer will be oversubscribed and, subject to the terms and conditions of the 2019 Notes Tender Offer, the Offeror will accept for purchase 2019 Notes validly tendered at any time prior to the Expiration Time (and not validly withdrawn) on a prorated basis, according to the principal amount of such 2019 Notes, such that the Offeror purchases an aggregate principal amount of 2019 Notes equal to the Maximum Acceptance Amount. All 2019 Notes not accepted as a result of prorationing will be rejected from the 2019 Notes Tender Offer and will be returned to tendering holders promptly following the earlier of the Expiration Time or the date on which the 2019 Notes Tender Offer is terminated.

BofA Merrill Lynch, Citigroup Global Markets Limited (Global Co-ordinator), and Credit Suisse Securities (Europe) Limited are acting as "Dealer Managers" for the Tender Offer. In connection with the Tender Offer, Global Bondholder Services Corporation has been appointed as tender agent and as information agent (in such capacities, the "Tender Agent"). Holders with questions about the Tender Offers should contact the Dealer Managers or the Tender Agent. Any extension, amendment or termination of the Tender Offers shall be published by the Offeror by press release or notice to the Tender Agent.

None of the Offeror, the Dealer Managers, the Tender Agent or any of their affiliates are making any recommendations to the Holders as to whether to tender or refrain from tendering their Notes in the Tender Offers. Holders must decide how many Notes they will tender, if any.

Holders who have Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact, and issue appropriate instructions to, such broker, dealer, commercial bank, trust company or other nominee if such Noteholder desires to tender those Notes. The deadlines set by the clearing systems for submission of tender instructions may be earlier than the relevant deadlines specified in the Offer to Purchase.

Copies of the Offer to Purchase can be obtained by eligible Holders from the Tender Agent at the telephone number below.

THE OFFEROR

Afren plc

Kinnaird House

 1 Pall Mall East

 London SW1Y 5AU

United Kingdom

Requests for information in relation to the Tender Offers should be directed to:

THE DEALER MANAGERS

Requests for information in relation to the procedures for tendering Notes and participating in the Tender Offer and the submission of an Electronic Instruction should be directed to the Tender Agent:

THE TENDER AGENT

Global Bondholder Services Corporation

65 Broadway - Suite 404

New York, New York 10006

Attn: Corporate Actions

Banks and Brokers call: (212) 430-3774

Toll free (866)-924-2200

The Depositary Agent for the Tender Offers is:

Global Bondholder Services Corporation

By facsimile:

(For Eligible Institutions only):

(212) 430-3775/3779

Confirmation:

(212) 430-3774

None of the Offeror, the Trustee, the Dealer Managers or the Tender Agent makes any recommendation as to whether you should tender any or all of your Notes. This announcement is not an offer to purchase any Notes or a solicitation of an offer to sell any Notes. The Tender Offers are being made solely by means of the Offer to Purchase.

DISCLAIMER

NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY NOTES

The distribution of the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession the Offer to Purchase comes are required by the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the securities described herein, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Tender Offers are made solely pursuant to the Offer to Purchase dated 12 November 2013.

This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Tender Offers. If any Holder is in any doubt as to the action it should take, it is recommended that such Holder seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank manager, solicitor, 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 tender Notes in the Tender Offers.

Any deadlines set by any intermediary will be earlier than the deadlines specified in the Offer to Purchase.

United States

The delivery of the Offer to Purchase will not under any circumstance create any implication that the information contained therein or incorporated by reference therein is correct as of any time subsequent to the date thereof or, if incorporated by reference, the date such information was made publicly available or that there has been no change in the information set forth therein or incorporated by reference therein or in the affairs of the Offeror or any of the Offeror's affiliates since the date thereof or, if incorporated by reference, the date such information was made publicly available.

France

The Tender Offers are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this Offer to Purchase nor any other document or material 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 and/or (ii) qualified investors (Investisseurs Qualifies) 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.411-4 of the French Code Monetaire et Financier, are eligible to participate in the Tender Offers.

This Offer to Purchase has not been and will not be submitted for clearance to the Autorite des Marches Financiers.

Italy

None of the Tender Offers, this Offer to Purchase or any other documents or materials relating to the Tender Offers has been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to 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 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. Holders or beneficial owners of the Notes may tender their Notes in the Tender Offers 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 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.

United Kingdom 

The information contained in this announcement does not constitute an invitation or inducement to engage in investment activity within the meaning of the United Kingdom Financial Services and Markets Act 2000. In the United Kingdom, this announcement is being distributed only to, and is directed only at (i) persons who are outside the United Kingdom, (ii) 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")), (iii) persons who are within Article 43(2) of the Financial Promotion Order or (iv) any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as "relevant persons"). This announcement and the Offer to Purchase is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.

This announcement contains forward-looking statements and information that is necessarily subject to risks, uncertainties, and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the terms of any such transactions. The Offeror assumes no obligation to update or correct the information contained in this announcement.

Switzerland

Neither this Offer to Purchase nor any other offering material or information relating to the Offer constitute a public offering of securities pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations. The information presented in this document does not necessarily comply with the information standards set out in the SIX Swiss Exchange listing rules.