5.5% Senior Notes due 2026 Tender Results

London, United Kingdom, March 28, 2025 – Harbour Energy plc, a public company limited by shares incorporated under the laws of Scotland (the “Offeror”), announces the results of the previously announced tender offer (the “Tender Offer”) to purchase for cash any and all of its outstanding 5.5% Senior Notes due 2026 (the “Securities”). The Tender Offer expired as of 5:00 p.m., New York City time, on March 27, 2025 (the “Expiration Deadline”).

As of the Expiration Deadline, $ 262,255,000 of the $500,000,000 outstanding aggregate principal amount of the Securities had been validly tendered, and not validly withdrawn, pursuant to the Tender Offer (not including $1,610,000 in aggregate principal amount of the Securities that have been submitted pursuant to the guaranteed delivery procedures described in the Offer to Purchase, dated March 20, 2025 (the “Offer to Purchase”) and the accompanying Notice of Guaranteed Delivery (as they may each be amended or supplemented from time to time, the “Tender Offer Documents”), which set forth a more detailed description of the Tender Offer. Terms not defined in this announcement have the meanings given to them in the Tender Offer Documents.

Certain information regarding the Securities and the Tender Offer is set forth in the table below.

_{* Aggregate principal amount of Securities validly tendered, and not validly withdrawn, pursuant to the Tender Offer (not including $1,610,000 in aggregate principal amount of the Securities that have been submitted pursuant to the guaranteed delivery procedures described in the Tender Offer Documents) as of the Expiration Deadline.}

_{** Accrued Interest (as defined below) will be paid in addition to the Purchase Price.}

The Offeror intends to accept for purchase all Securities validly tendered and delivered, and not validly withdrawn, pursuant to the Tender Offer, and to pay for such Securities on the settlement date for the Tender Offer, which is expected to be on April 1, 2025 (the “Settlement Date”). As previously announced,  a purchase price of $1,001.50 (the “Purchase Price”)  will be payable per $1,000 principal amount of such Securities. In addition to the Purchase Price, the Offeror will also pay accrued and unpaid interest on such Securities up to, but not including, the Settlement Date (the “Accrued Interest”).

Holders of Securities who delivered a properly completed and duly executed Notice of Guaranteed Delivery prior to or at the Expiration Deadline must tender their Securities prior to or at 5:00 p.m., New York City time, on March 28, 2025, to be eligible to receive the Purchase Price for such Securities. The guaranteed delivery settlement date is expected to be on April 1, 2025. For the avoidance of doubt, accrued interest will cease to accrue on the Settlement Date for Securities accepted for purchase pursuant to the Tender Offer, including those tendered by the guaranteed delivery procedures set forth in the Offer to Purchase.

The Offeror announced on March 20, 2025 its intention to issue and offer for sale new USD-denominated senior debt securities (the “New Notes”). The New Notes of $900,000,000 in aggregate principal amount, 6.375% Senior Notes due 2035, priced on March 24, 2025. The Offeror’s obligation to accept for purchase and pay for Securities that have been validly tendered, and not validly withdrawn, pursuant to the Tender Offer is conditioned on the successful completion, on or before the Settlement Date (as defined above), of the concurrent offering of New Notes or one or more other offerings of senior debt securities, in each case, on terms and subject to conditions satisfactory to the Offeror in its sole discretion (the “Financing Condition”).

The Offeror’s obligation to accept for payment and to pay for Securities that have been validly tendered, and not validly withdrawn, pursuant to the Tender Offer is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase, including the Financing Condition. Subject to applicable securities laws and the terms set forth in the Offer to Purchase, the Offeror reserves the right to (i) waive or modify in whole or in part any and all conditions of the Tender Offer, (ii) modify or terminate the Tender Offer or (iii) otherwise amend the Tender Offer in any respect.

Dealer Managers

The Offeror has retained Citigroup Global Markets Limited and HSBC Securities (USA) Inc. and Merrill Lynch International as dealer managers for the Tender Offer (the “Dealer Managers”) and Kroll Issuer Services Limited as the information and tender agent for the Tender Offer (the “Information & Tender Agent”). For additional information regarding the terms of the Tender Offer, please contact:

Statements of intent in this announcement shall not constitute a notice of redemption under the indenture governing the Securities. This announcement shall not constitute or form part of any offer, solicitation or invitation to sell, issue or subscribe for any securities, or a solicitation to buy or an offer to purchase any securities, nor shall there be any offer, solicitation or sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. The Tender Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

For further information, please contact:

Kroll Issuer Services Limited
The News Building
3 London Bridge Street
London SE1 9SG
United Kingdom
Attention: Arlind Bytyqi
Telephone: +44 20 7704 0880
Email: [email protected]
Website: https://deals.is.kroll.com/harbourenergy

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