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 23 May 2003
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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May 23, 2003
BP RESPONDS TO 'MINI-TENDER OFFER'
BP p.l.c. announced today that it had received notification that on May 13, 2003
TRC Capital Corporation commenced an unsolicited, below-market mini-tender offer
to purchase up to 2,500,000 of the American Depositary Shares (ADS) of BP
(equivalent to 15,000,000 Ordinary Shares, or approximately 0.07 per cent of
BP's outstanding Ordinary Shares), at a price of $39.25 per ADS.
BP wishes to inform its ADS shareholders that it does not in any way recommend
or endorse the TRC Capital Corporation offer and that BP is in no way associated
with TRC Capital Corporation, the offer or the offer documentation.
BP cautions its ADS shareholders that the offer is being made at a 3.3 per cent
discount to the closing price of $40.60 per ADS on May 12, 2003, the day before
the offer commenced, and is below yesterday's closing price of $41.36. ADS
shareholders are advised that, in addition to being below-market, the offer by
TRC Capital Corporation contains other terms which may be disadvantageous to
tendering ADS shareholders.
'Mini-tender' offers seek less than 5 per cent of a company's shares, thereby
avoiding many disclosure and procedural requirements of the Securities and
Exchange Commission (SEC). The SEC has issued an investor alert regarding
'mini-tender' offers on its website at www.sec.gov/investor/pubs/minitend.htm.
The SEC has said that mini-tender offers "have been increasingly used to catch
investors off guard" and that investors "may end up selling their securities at
below-market prices."
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
www.osc.gov.on.ca/en/About/News/NewsReleases/1999/nr_19990927_mini.htm.
ADS shareholders are advised to consult with their investment advisors and to
exercise caution with respect to this offer.
ADS shareholders who have already tendered are advised that they may withdraw
their ADSs by providing the written notice described in the TRC Capital
Corporation offering documents prior to the expiration of the offer on June 12,
2003.
- ENDS -
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.
BP p.l.c.
(Registrant)
Dated: 23 May 2003 /s/ D. J. PEARL
..............................
D. J. PEARL
Deputy Company Secretary