Blueprint
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
for the
period ended 30
November, 2018
BP p.l.c.
(Translation
of registrant's name into English)
1 ST JAMES'S SQUARE, LONDON, SW1Y 4PD, ENGLAND
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file
annual
reports
under cover Form 20-F or Form 40-F.
Form
20-F |X| Form 40-F
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Indicate
by check mark whether the registrant by furnishing the
information
contained
in this Form is also thereby furnishing the information to
the
Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of
1934.
Yes No
|X|
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30 November 2018
BP responds to 'mini-tender' offer
BP
p.l.c. (BP) announced today that it has received notification that
on November 19, 2018 TRC Capital Corporation (TRC) commenced an
unsolicited, below-market mini-tender offer to purchase up to
3,000,000 of the American Depositary Shares (ADSs) of BP
(equivalent to 18,000,000 Ordinary Shares, or approximately 0.08
per cent of BP's outstanding Ordinary Shares), at a price of $39.00
per ADS. The TRC offer is being made at a 4.51 per cent
discount to the closing price of $40.84 per ADS on November 16,
2018, the last trading day before the offer commenced, and is below
yesterday's closing price of $39.89. In addition to being
below-market, the offer by TRC contains other terms which may be
disadvantageous to tendering ADS holders.
For
the reasons above, BP recommends that ADS holders reject the offer
and do not tender their ADSs in response to the offer by TRC.
BP is in no way associated with TRC, the mini-tender offer or the
offer documents. The TRC mini-tender offer is not related to
BP's own share buyback program to repurchase Ordinary
Shares.
TRC has made many similar, unsolicited mini-tender
offers for shares of other companies. Mini-tender offers seek less
than 5 per cent of a company's shares, thereby avoiding many
disclosure and procedural requirements of the Securities and
Exchange Commission (SEC). The SEC has issued tips for investors
regarding mini-tender offers on its website
at www.sec.gov/investor/pubs/minitend.htm and https://www.sec.gov/fast-answers/
answersminitenhtm.html. The SEC
has cautioned investors that some mini-tender offers "have been
increasingly used to catch investors off guard" and that investors
"may end up selling their securities at below-market
prices".
The Canadian Securities Administrators have also
expressed concerns with mini-tender offers in an investor alert
("Mini-Tender Offers - Watch Out For Mini-Tender Offers at
Below-Market Price!") accessible at http://www.osc.gov.on.ca/en/SecuritiesLaw_csa_19991210_61-301.jsp.
BP
urges ADS holders to obtain current market quotations for their
ADSs, to consult with their broker or investment advisor, review
the conditions of the offer and to exercise caution with respect to
the TRC offer. BP recommends that ADS holders who have not
responded to TRC's offer take no action. ADS holders who have
already tendered may wish to withdraw their tendered ADSs by
providing the written notice described in the TRC mini-tender
offering documents prior to the expiration of the offer on December
19, 2018.
BP
encourages brokers and dealers, as well as other market
participants, to review the SEC's recommendations to broker-dealers
in these circumstances, which can be found on the SEC website and
the Information Memo Number 01-27 issued by the New York Stock
Exchange on September 28, 2001 regarding the dissemination of
mini-tender offer materials.
BP
requests that a copy of this news release be included with all
distributions of materials relating to TRC's mini-tender offer
relating to BP ADSs.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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BP
p.l.c.
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(Registrant)
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Dated: 30
November 2018
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/s/ J.
BERTELSEN
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J.
BERTELSEN
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Deputy
Company Secretary
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