Afren Plc : - Results of Tender Offer for Senior Secured Notes

NOT FOR DISTRIBUTIONTO 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

AFREN plc

Afren plc Announces Results of Tender Offer for any and all of its $500,000,000 11½% Senior Secured Notes due 2016 and up to $50,000,000 of its outstanding $300,000,000 10¼% Senior Secured Notes due 2019

December 13, 2013 - Afren plc (the "Offeror") announces today the results of its cashTender Offers (the "Tender Offers") for (i) any and all of its outstanding $500 million 11½% Senior Secured Notes due 2016 with ISIN (Reg S) USG01283AD52, (144A) US00830FAB85, Common Code (Reg S) 058778443, (144A) 058778290 and CUSIP (Reg S) G01283 AD5, (144A) 00830F AB8 (the "2016 Notes") which expired at 11:59 p.m., New York City Time, on December 10, 2013 (the "2016 NotesExpiration Time") and (ii) up to a maximum aggregate principal amount of $50 million (the "Maximum Acceptance Amount") of its outstanding $300 million 10¼% Senior Secured Notes due 2019 with ISIN (Reg S) USG01283AF01, (144A) US00830FAC68, Common Code (Reg S) 075273843, (144A) 075273762 and CUSIP (Reg S) G01283 AF0, (144A) 00830F AC6 (the "2019 Notes," and together with the 2016 Notes, the "Notes") which expired at 11:59 p.m., New York City Time, on December 12, 2013 (the "2019 NotesExpiration Time").  The Tender Offers were made upon the terms and conditions of the Offer to Purchase dated November 12, 2013 as amended in respect to the 2019 Notes on November 26, 2013  (the "Offer to Purchase").  Capitalized terms used but not otherwise defined in this press release shall have their meanings given to them in the Offer to Purchase.

The Offeror hereby announces $246,561,000 in aggregate principal amount of 2016 Notes and in excess of $50,000,000 in aggregate principal amount of 2019 Notes were validly tendered and not withdrawn prior to the  relevant Expiration Time and have been or will be accepted for repurchase.

Holders who validly tendered their Notes on or prior to 5:00 p.m., New York City time on November 25, 2013 (the "Early Tender Deadline"), and which Notes are accepted for purchase by us, are eligible to receive the "Tender Offer Consideration" of $1,135.00 per $1,000.00 principal amount of the 2016 Notes tendered and $1,140.00 per $1,000.00 principal amount of the 2019 Notes tendered plus the "Early Tender Premium" of $30.00 per $1,000.00 principal amount of Notes tendered (which together with the Tender Offer Consideration, amounts to the "Total Consideration").  Holders who validly tendered their Notes after the applicable Early Tender Deadline but on or prior to the relevant Expiration Time, and which Notes are accepted for purchase by us, are eligible to receive the Tender Offer Consideration for the applicable series of the Notes, but not the corresponding Early Tender Premium.

The 2016 Notes Tender Offer settled on December 11, 2013 (the "2016 NotesSettlement Date") and the 2019 Notes Tender Offer is expected to settle on December 13, 2013 (the "2019 NotesSettlement Date"), and all payments for Notes tendered prior to the relevant Expiration Time will be made on the relevant Settlement Date.  The Tender Offers are also subject to customary conditions as set forth in the Offer to Purchase.  The Offeror reserves the right, in its sole discretion, to waive any and all conditions.

The aggregate principal amount of 2019 Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Time exceeded the Maximum Acceptance Amount and the 2019 Notes Tender Offer is oversubscribed.  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 of approximately 0.2973, 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 Expiration Time.

BofA Merrill Lynch, Citigroup Global Markets Limited (Global Co-ordinator), and Credit Suisse Securities (Europe) Limited acted as "Dealer Managers" for the Tender Offers.  In connection with the Tender Offer, Global Bondholder Services Corporation acted as tender agent and as information agent (in such capacities, the "Tender Agent").

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

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.