PTT Exploration and Production Public Company Limited Announces Offer to Purchase for Cash Any and All of its 3.707% Notes due 2018

BANGKOK, June 8, 2016 /PRNewswire/ -- PTT Exploration and Production Public Company Limited (the "Company") announces the launch of its tender offer (the "Offer") to purchase for cash any and all of its outstanding 3.707% Notes due 2018 (Rule 144A CUSIP 69364VAB2; Rule 144A ISIN US69364VAB27; Regulation S CUSIP: Y7145PCM8; Regulation S ISIN: USY7145PCM87) (the "Notes").

⁽¹⁾         Per $1,000 principal amount of Notes validly tendered and not validly withdrawn. Does not include Accrued Interest (as defined below).

This announcement does not contain the full terms and conditions of the Offer, which are contained in the offer to purchase dated June 8, 2016 (as it may be amended or supplemented from time to time, the "Offer to Purchase") and the Notice of Guaranteed Delivery, and is subject to the offer restrictions set out below and more fully described in the Offer to Purchase.

Notes may be validly tendered at any time on or before 5:00 p.m., New York City time, on June 17, 2016, unless extended or earlier terminated (as may be extended or earlier terminated, the "Expiration Time"). Notes must be tendered in accordance with the procedures set forth in the Offer to Purchase. Subject to certain conditions, Holders may tender Notes in the Offer pursuant to guaranteed delivery procedures by transmitting a Notice of Guaranteed Delivery to the Tender Agent prior to the Expiration Time, as described in more detail in the section "The Offer-Procedures for Tendering Notes-Guaranteed Delivery Procedure for Notes" in the Offer to Purchase.

With respect to the Notes validly tendered prior to the Expiration Date and not withdrawn and accepted for purchase by the Company, other than Notes tendered pursuant to the guaranteed delivery procedures, the Company expects to pay the notes tender consideration (the "Tender Consideration"), which is the U.S. dollar amount payable per $1,000 principal amount of the Notes set forth in the table above, together with any Accrued Interest, to the holders thereof on the third Business Day after the Expiration Time (the "Any and All Settlement Date").  With respect to Notes tendered pursuant to the guaranteed delivery procedures and accepted for purchase by the Company, if any, the Company expects to pay the Tender Consideration, together with any Accrued Interest, to the holders thereof on the third Business Day after the Expiration Time.

The Tender Consideration will be payable in cash. In addition to the Tender Consideration, holders who tender Notes that are accepted for purchase by the Company pursuant to the Offer will also be paid accrued and unpaid interest from, and including, the immediately preceding interest payment date for the Notes to, but excluding, the Any and All Settlement Date (the "Accrued Interest").

Notes tendered may only be withdrawn at or prior to 5:00 p.m., New York City time, on June 17, 2016 (such date and time, as the same may be extended, the "Withdrawal Deadline") but, except as otherwise provided, not thereafter.

The Company will fund purchases of bonds tendered in the Offer with existing cash resources. The Offer is being made to prepay, in whole or in part, the Notes as part of the Company's strategy to manage its liquidity and liability profile.

Citigroup Global Markets Inc. (the "Dealer Manager") has been appointed to serve as the dealer manager for the Offer. D.F. King (the "Information and Tender Agent") has been retained to serve as the information agent and tender agent in connection with the Offer.  

For additional information regarding the terms of the Offer, please contact the Dealer Manager at +1 800 558 3745 (Toll free in the United States), +1 212 723 6106 (New York), +44 20 7986 8972 (London), +852 2501 2552 (Hong Kong). Requests for documents and questions regarding the tender of Notes may be directed to the Information and Tender Agent via email: [email protected] or telephone: London: +44 (0)20 7920 9700, New York: +1 800 581 4729 (toll free within U.S.) or collect at + 1 212 269 5550, and Hong Kong: +852 3953 7230.

The Offer to Purchase is expected to be distributed to holders of Notes beginning today. A copy of the Offer to Purchase (including the Notice of Guaranteed Delivery for the Offer) is available, subject to registration, at https://sites.dfkingltd.com/pttep and may also be obtained at no charge from D.F. King.

None of the Company, The Bank of New York Mellon (as trustee for the Notes), the Dealer Manager or the Information and Tender Agent makes any recommendation as to whether any holder of the Notes should tender or refrain from tendering all or any portion of the principal amount of the Notes.

Capitalized terms used and not defined herein have the meanings ascribed to them in the Offer to Purchase.

Important Information

This press release is neither an offer to purchase nor a solicitation to buy any Notes nor is it a solicitation for acceptance of the Offer. The Company is making the Offer only by, and pursuant to the terms of, the Offer to Purchase. The Offer is not being made to (nor will tenders of Notes be accepted from or on behalf of) holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. This press release must be read in conjunction with the Offer to Purchase.  None of the Dealer Manager, the Information and Tender Agent, the Trustee or the Company makes any recommendation as to whether the Noteholders should tender Notes or participate in the Offer.

Thailand:  The communication of this Offer to Purchase and any other documents or materials relating to the Offer has not been approved by, and will not be submitted or approved by, the Office of the Securities and Exchange Commission of Thailand or any other Thai authorities. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in Thailand.  The Offer to Purchase does not constitute an offer to sell or a solicitation of an offer to sell Notes or any securities in Thailand. Insofar as Thailand is concerned, each of the Company, the Dealer Manager and the Information and Tender Agent is not and will not deemed to be engaging in securities brokerage or dealing or any other securities business in Thailand.

United Kingdom. The communication of the Offer to Purchase and any other documents or materials relating to the Offer has not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). 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 is exempt from the restriction on financial promotions under section 21(1) of the FSMA on the basis that it is only directed at and may only be communicated to: (1) persons who are outside the United Kingdom (2) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")); (3) those persons who are existing members or creditors of the Company or other persons within Article 43(2) of the Order; (4) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (5) any other persons to whom such documents and/or materials may lawfully be communicated in circumstances in which section 21(1) of the FSMA does not apply to the Company (all such persons together being referred to as "relevant persons"). The Offer to Purchase and any other documents are materials relating to the Offer are only available to relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

France. The Offer is not being made, directly or indirectly, to the public in the Republic of France. The Offer to Purchase and any other documents or offering material relating to the Offer may not be distributed or caused to be distributed to the public in the Republic of France. Only (a) persons providing 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 ) acting for their own account, other than individuals (each a "Qualified Investor") as defined in, and in accordance with, Articles L. 411-1, L. 411-2 and D. 411-1 of the French Code monétaire et financier and applicable regulations thereunder, are eligible to participate in the Offer. Neither the Offer to Purchase, nor any other such offering material has been submitted for clearance to the Autorité des marchés financiers.

Belgium. Neither the Offer to Purchase nor any other document or materials relating to the Offer has been, or will be, submitted or notified to, or approved by, the Belgian Financial Services and Markets Authority ("Autorité des services et marchés financiers"/"Autoriteit voor Financiële Diensten en Markten"). The Offer is not being made in Belgium by way of a public offering within the meaning of Articles 3, §1, 1° and 6, §1 of the Belgian Law of April 1, 2007 on public takeover bids ("loi relative aux offres publiques d'acquisition"/"wet op de openbare overnamebiedingen"), as amended from time to time. Accordingly, the Offer to Purchase may not be, and is not being, advertised and the Offer will not be extended and the Offer to Purchase and any other documents or materials relating to the Offer may not, has not, and will not, be distributed, directly or indirectly, to any person in Belgium other than to "qualified investors" ("investisseur qualifié"/ "gekwalificeerde belegger") within the meaning of Article 10, §1 of the Belgian Law of June 16, 2006 on the public offering of securities and the admission of securities to trading on a regulated market ("loi relative aux offres publiques d'instruments de placement et aux admissions d'instruments de placement à la négociation sur des marchés réglementés"/"wet op de openbare aanbieding van beleggingsinstrumenten en de toelating van beleggingsinstrumenten tot de verhandeling op een gereglementeerde markt") (as amended from time to time), as referred to in Article 6, §3, of said Belgian Law of April 1, 2007 on public takeover bids. Insofar as Belgium is concerned, the Offer is made only to qualified investors, as this term is defined above. Accordingly, the information contained in the Offer to Purchase or in any other document or materials relating to the Offer may not be used for any other purpose or disclosed or distributed to any other person in Belgium.

SOURCE PTT Exploration and Production Public Company Limited