(TPHL, 24.May.2019) — Trinidad Petroleum Holdings Limited announced the expiration date has been extended until 5:00 p.m., New York City time, on June 14, 2019, unless extended or earlier terminated (such time and date with respect to the Exchange Offers, as the same may be extended, the “Extended Expiration Date”), with respect to its previously announced offers to exchange any and all of its outstanding notes, originally issued by Petroleum Company of Trinidad and Tobago Limited (“Petrotrin”), for newly issued debt securities of TPHL (the “Exchange Offers”), upon the terms and subject to the conditions described in the Offering Memorandum, dated April 15, 2019 (as may be amended or supplemented from time to time, the “Offering Memorandum”), and the related letter of transmittal (as may be amended or supplemented from time to time, the “Letter of Transmittal”), and to its solicitation of consents to certain proposed amendments to the existing indentures (the “Consent Solicitations”). All other terms and conditions of the Exchange Offers remain the same.
TPHL is an integrated national oil and gas company in Trinidad and Tobago, established as part of the reorganization of Petrotrin, which was historically a major producer and supplier of oil and petroleum products in the Caribbean. In December 2018, Petrotrin underwent a reorganization that resulted in a new corporate structure and a substantially different business. The functional restructuring gave rise to the formation of TPHL, a more streamlined and profitable entity.
General
The issuance of the New Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), the Securities Act Chapter 83:02 of the laws of Trinidad and Tobago (the “Trinidad Securities Act”) or any state securities laws. The New Notes are being offered and issued only (1) in the United States to holders of Existing Notes that are (a) “Accredited Investors” as defined in Rule 501 under Regulation D or (b) “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to holders of Existing Notes that are not U.S. persons in reliance upon Regulation S under the Securities Act (each, an “Eligible Holder” and together, the “Eligible Holders”) . Accordingly, the New Notes will be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act, the Trinidad Securities Act and other applicable securities laws, pursuant to registration or exemption therefrom.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. The offering documents will be distributed only to holders of Existing Notes that complete and return a letter of eligibility confirming that they are “Eligible Holders” for the purposes of the Exchange Offers. The website to complete the Eligibility Form is www.dfking.com/ttph. D.F. King & Co., Inc. is acting as the Information Agent and the Exchange Agent for the Exchange Offers. Requests for the offering documents from “Eligible Holders” may be directed to D.F. King & Co., Inc. at (212) 269-5550 (for brokers and banks), (800) 581-3783 (for all others) or email ttph@dfking.com.
Neither TPHL, its board nor any other person makes any recommendation as to whether the holders of the Existing Notes should exchange their notes, and no one has been authorized to make such a recommendation. Holders of the Existing Notes must make their own decisions as to whether to exchange their notes, and if they decide to do so, the principal amount of the notes to exchange.
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