CNOOC Limited
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(Translation of registrant’s name into English)
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65th Floor
Bank of China Tower
One Garden Road
Central, Hong Kong
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(Address of principal executive offices)
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Form 20-F X Form 40-F ___
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Yes ___ No X
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CNOOC Limited
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By:
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/s/ Hua Zhong
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Name:
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Hua Zhong
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Title:
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Joint Company Secretary
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Exhibit No. | Description |
99.1
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Announcement dated April 26, 2012, entitled “US$1,500,000,000.00 3.875% Guaranteed Notes Due 2022, US$500,000,000.00 5.000% Guaranteed Notes Due 2042 Unconditionally and Irrevocably Guaranteed by the Company”.
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99.2
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Press release dated April 26, 2012, entitled “CNOOC Limited Prices 2022 Notes and 2042 Notes”.
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Reference is made to the announcement of the Company dated 25 April 2012 in relation to the proposed offering of notes by CNOOC Finance (2012) to be guaranteed by the Company.
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The Board is pleased to announce that on 25 April 2012, New York time, the Company and CNOOC Finance (2012) entered into a Purchase Agreement with Barclays, BOC International and Citigroup in connection with the issuance of the 2022 Notes and 2042 Notes.
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The aggregate proceeds from the issuance of the Notes, after deducting underwriting commissions and estimated offering expenses payable by CNOOC Finance (2012) and the Company, are estimated to be approximately US$1,987 million. CNOOC Finance (2012) intends to advance the proceeds from the Notes to the Company or a company controlled by the Company for general corporate purposes.
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Application has been made to the Hong Kong Stock Exchange for listing of, and permission to deal in, the Notes by way of debt issue to professional investors only. Listing of the Notes on the Hong Kong Stock Exchange is not to be taken as an indication of the merits of the Notes, the Company or CNOOC Finance (2012).
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(a)
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CNOOC Finance (2012) as the issuer of the Notes;
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(b)
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The Company as the guarantor with respect to the obligations of CNOOC Finance (2012) under the Notes and the Indentures; and
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(c)
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Barclays, BOC International and Citigroup as the initial purchasers of the Notes.
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(i)
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failure to pay principal of any Note of that series within two business days after the date on which such amount is due and payable, upon optional redemption, acceleration or otherwise;
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(ii)
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failure to pay interest on any Note of that series within 30 days after the due date for such payment;
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(iii)
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failure to perform any other covenant or agreement of the Company or CNOOC Finance (2012) in the respective Indenture, and such failure continues for 60 days after there has been given, by registered or certified mail, to the Company or CNOOC Finance (2012), as the case may be, by the Trustee or by the holders of at least 25% in aggregate principal amount of the Notes of that series then outstanding (with a copy to the Trustee) a written notice specifying such failure and requiring it to be remedied and stating that such notice is a “Notice of Default” under the Indenture;
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(iv)
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the Guarantees shall cease to be in full force or effect or the Company shall deny or disaffirm its obligations under the Guarantees;
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(v)
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(a) failure to pay upon final maturity (after giving effect to the expiration of any applicable grace period therefor) the principal of any Indebtedness of the Company, CNOOC Finance (2012) or any Principal Subsidiary, (b) acceleration of the maturity of any Indebtedness of the Company, CNOOC Finance (2012) or any Principal Subsidiary following a default by the Company, CNOOC Finance (2012), or such Principal Subsidiary, if such Indebtedness is not discharged, or such acceleration is not annulled, within 10 days after receipt by the Trustee of the written notice from the Company or CNOOC Finance (2012) as provided in the respective Indenture, or (c) failure to pay any amount payable by the Company, CNOOC Finance (2012) or any Principal Subsidiary under any guarantee or indemnity in respect of any Indebtedness of any other Person if such obligation is not discharged or otherwise satisfied within 10 days after receipt of written notice as provided in the respective Indenture; provided, however, that no such event set forth in clause (a), (b) or (c) shall constitute an Event of Default unless the aggregate outstanding Indebtedness to which all such events relate exceeds US$100,000,000 (or its equivalent in any other currency); and
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(vi)
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certain events in bankruptcy, insolvency or reorganization in respect of the Company, CNOOC Finance (2012) or any Principal Subsidiary as provided in the respective Indenture.
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“2022 Notes”
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US$1,500,000,000.00 aggregate principal amount of 3.875% guaranteed notes due 2022
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“2042 Notes”
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US$500,000,000.00 aggregate principal amount of 5.000% guaranteed notes due 2042
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“Barclays”
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Barclays Bank PLC, one of the joint lead managers and joint bookrunners in respect of the offer and sale of the Notes
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“Board”
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the board of Directors
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“BOC International”
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BOCI Asia Limited, one of the joint lead managers and joint bookrunners in respect of the offer and sale of the Notes
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“Citigroup”
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Citigroup Global Markets Inc., one of the joint lead managers and joint bookrunners in respect of the offer and sale of the Notes
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“CNOOC Finance (2012)”
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CNOOC Finance (2012) Limited, a company incorporated with limited liability in the British Virgin Islands under the BVI Business Companies Act 2004, and a wholly-owned subsidiary of the Company
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“Company”
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CNOOC Limited, a company incorporated in Hong Kong with limited liability, whose shares are listed on the Hong Kong Stock Exchange and whose American Depositary Shares are listed on the New
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York Stock Exchange
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“connected person”
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has the meaning ascribed to it under the Listing Rules
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“Director(s)”
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the directors, including the non-executive directors, of the Company
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“Group”
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the Company and its subsidiaries from time to time
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“Guarantee”
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the guarantee given by the Company with respect to CNOOC Finance (2012)’s obligations under the Notes
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“Hong Kong”
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the Hong Kong Special Administrative Region of the PRC
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“Hong Kong Stock Exchange”
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The Stock Exchange of Hong Kong Limited
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“Indebtedness”
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“Indebtedness” of any Person means, at any date, without duplication, (i) any outstanding indebtedness for or in respect of money borrowed (including bonds, debentures, notes or other similar instruments, whether or not listed) that is evidenced by any agreement or instrument, excluding trade payables, (ii) all noncontingent obligations of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit or similar instrument, and (iii) all Indebtedness of others guaranteed by such Person; provided, however, that, for the purpose of determining the amount of the Company’s Indebtedness outstanding at any relevant time, the amount included as the Company’s Indebtedness in respect of finance leases shall be the net amount from time to time properly characterized as “obligations under finance leases” in accordance with the IFRS IASB
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“Indentures”
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the written agreements between the Company as guarantor, CNOOC Finance (2012) as issuer of the Notes and Citicorp International Limited as trustee of the Notes, pursuant to which the Notes will be issued
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“Listing Rules”
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the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange
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“Notes”
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the 2022 Notes and 2042 Notes issued by CNOOC Finance (2012) and guaranteed by the Company
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“Person”
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any individual, corporation, partnership, joint
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venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity
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“PRC”
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the People’s Republic of China excluding, for the purpose of this announcement, Hong Kong, the Macau Special Administrative Region and Taiwan area
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“Principal Subsidiary”
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“Principal Subsidiary” at any time shall mean one of the Company’s subsidiaries:
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(i) as to which one or more of the following conditions is/are satisfied: (a) its net profit or (in the case of one of the Company’s subsidiaries which has subsidiaries) consolidated net profit attributable to the Company (in each case before taxation and exceptional items) is at least 10% of the Company’s consolidated net profit (before taxation and exceptional items); or (b) its net assets or (in the case of one of the Company’s subsidiaries which has subsidiaries) consolidated net assets attributable to the Company (in each case after deducting minority interests in subsidiaries) are at least 10% of the Company’s consolidated net assets (after deducting minority interests in subsidiaries); all as calculated by reference to the then latest audited financial statements (consolidated or, as the case may be, unconsolidated) of the Company’s subsidiary and the Company’s then latest consolidated financial statements; or
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(ii) to which is transferred all or substantially all of the assets of the Company’s subsidiary which immediately prior to the transfer was a Principal Subsidiary, provided that, with effect from such transfer, the subsidiary which so transfers its assets and undertakings shall cease to be a Principal Subsidiary (but without prejudice to paragraph (i) above) and the Company’s subsidiary to which the assets are so transferred shall become a Principal Subsidiary.
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A certificate of the Company’s auditors as to whether or not the Company’s subsidiary is a Principal Subsidiary shall be conclusive and binding on all parties in the absence of manifest error.
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“Purchase Agreement”
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the agreement dated 25 April 2012 entered into among the Company, CNOOC Finance (2012), Barclays, BOC International and Citigroup in relation to the offer and sale of the Notes
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“subsidiary”
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has the meaning ascribed to it under the Listing Rules
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“Trustee”
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Citicorp International Limited as trustee of the Notes
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“U.S.” or “United States”
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the United States of America, its territories and possessions and all areas subject to its jurisdiction
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“U.S. Securities Act”
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the United States Securities Act of 1933, as amended
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“US$”
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United States dollar, the lawful currency of the United States
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By Order of the Board
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CNOOC Limited
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Zhong Hua
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Joint Company Secretary
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Executive Directors
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Independent Non-executive Directors
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Li Fanrong
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Chiu Sung Hong
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Wu Guangqi
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Lawrence J. Lau
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Tse Hau Yin, Aloysius
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Wang Tao
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Non-executive Directors
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Wang Yilin (Chairman)
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Yang Hua (Vice Chairman)
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Zhou Shouwei
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Wu Zhenfang
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NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES.
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NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES.
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NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES.
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