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 10 December, 2024
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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Exhibit
1.1
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BP
responds to 'mini-tender' offer dated 10
December 2024
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Exhibit 1.1
Press Release
December 10, 2024
BP responds to 'mini-tender' offer
BP p.l.c. (BP) announced today that it has received notification
that on November 19, 2024 TRC Capital Corporation (TRC) commenced
an unsolicited, below-market mini-tender offer to purchase up to
4,000,000 of the American Depositary Shares (ADSs) of BP
(equivalent to 24,000,000 Ordinary Shares, or approximately 0.1 per
cent of BP's outstanding Ordinary Shares), at a price of $27.95 per
ADS. The TRC offer is being made at a 5.00 per cent discount
to the ADS closing price of $29.42 per ADS on November 18, 2024,
the last trading day before the offer commenced, and is below
yesterday's closing price of $30.09.
In addition to being below-market, the offer by TRC contains other
terms which may be disadvantageous to tendering ADS
holders.
BP does not endorse TRC's offer, and 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 to acquire less
than 5 per cent of a company's shares, thereby avoiding many
disclosure and procedural requirements of the U.S. Securities and
Exchange Commission (SEC). As a result, mini-tender offers do not
provide investors with the same level of protection as provided by
larger tender offers under United States securities laws. 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 about mini-tender offers, noting that
"[s]ome bidders make mini-tender offers at below market prices,
hoping that they will catch investors off guard if the investors do
not compare the offer price to the current market price." 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. According to TRC's offer
documents, ADS holders who have already tendered may withdraw their
tendered ADSs at any time prior to 11:59 pm New York City time, on
Wednesday, December 18, 2024 by providing the written notice
described in the documentation.
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
at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
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: 10
December 2024
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/s/ Ben
J. S. Mathews
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Ben J.
S. Mathews
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Company
Secretary
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