RNS Number : 8317R
22 November 2012

press release

22 November 2012

            BP, Rosneft and Rosneftegaz sign definitive agreements

               relating to the sale of BP's interest in TNK-BP

                        and BP's investment in Rosneft

BP, Rosneft and Rosneftegaz  -- the state-owned parent  company of Rosneft  -- 
have signed definitive and binding sale and purchase agreements (SPAs) for the
sale of BP's 50 per cent interest in TNK-BP to Rosneft and BP's investment  in 
Rosneft. BP and Rosneft agreed heads of terms for this transaction on  October 

The SPAs were signed after the Russian Government approved BP's purchase  from 
Rosneftegaz of  a 5.66  per cent  stake in  Rosneft for  $4.8 billion,  as  an 
integral part of the transaction.

On completion, the net result of the overall transaction will be that BP  will 
receive $12.3 billion in cash  and acquire an 18.5  per cent stake in  Rosneft 
for its  stake  in TNK-BP.  When  combined with  BP's  current 1.25  per  cent 
shareholding, this will result in BP owning 19.75 per cent of Rosneft.

Completion  of  the  transaction  is  subject  to  certain  customary  closing 
conditions, including governmental, regulatory  and anti-trust approvals.  The 
two companies still anticipate completion in the first half of 2013.

An agreement last week  between BP and AAR,  the other shareholder in  TNK-BP, 
lifted restrictions on BP's ability to engage with Rosneft before  completion. 
BP and Rosneft have now begun discussions on how BP can best support Rosneft's
strategic priorities, both as an investor and a strategic partner.

Notes to editors:

· Under the terms of the SPAs, the proposed transaction consists of  two 
tranches, intended to complete on the same day:

- BP will sell its  50 per cent shareholding in  TNK-BP to Rosneft for  $17.1 
billion in cash and shares representing a 12.84 per cent stake in Rosneft;

- BP  will then  use  $4.8 billion  of these  cash  proceeds to  purchase  an 
additional 5.66 per cent stake in Rosneft from the Russian Government.

· With a holding of 19.75 per cent of Rosneft stock, BP expects to be able
to account for its share of Rosneft's earnings, production and reserves on  an 
equity basis.  In addition  BP expects  to have  two seats  on Rosneft's  nine 
person main board.

· The proposed sale  of the TNK-BP shareholding  to Rosneft consists of  a 
cash element  of $17.1  billion and  1,360,449,797 Rosneft  shares. Shares  in 
Rosneft traded at close of business on the bid date (18 October 2012) at $7.13
and at close of business  on 21 November 2012  at $7.98 (source: London  Stock 

· For further information please see  the announcement issued by BP on  22 
October, 2012 ("BP Agrees  Heads of Terms to  Sell Its TNK-BP Shareholding  to 

Further information:

BP press office London: +44 (0)20 7496 4076, bppress@bp.com

Cautionary Statement

This release contains certain forward-looking statements, including statements
regarding the  expected timing  of completion  of the  transaction  described, 
expectations regarding  the accounting  treatment of  BP's expected  share  of 
Rosneft's earnings,  production  and reserves,  prospects  for BP's  level  of 
representation on Rosneft's board of directors and other statements which  are 
generally, but not  always, identified  by the use  of words  such as  'want', 
'intended  to',  'expected  to',  and  similar  expressions.   Forward-looking 
statements  involve   risks  and   uncertainties   because  they   depend   on 
circumstances that will or may occur in the future. Actual results may  differ 
materially from those expressed in such statements, depending on a variety  of 
factors, including the actions of regulators and the timing of the receipt  of 
governmental and regulatory  approvals, the availability  of other  attractive 
investment opportunities, the timing of  bringing new fields onstream,  future 
levels  of  industry   product  supply,   demand  and   pricing,  OPEC   quota 
restrictions, operational  problems,  general economic  conditions,  political 
stability and economic growth in relevant areas of the world, changes in  laws 
and governmental regulations, regulatory or legal actions including the  types 
of enforcement action pursued and the nature of remedies sought, exchange rate
fluctuations, development and use of new technology, the success or  otherwise 
of partnering, the actions of competitors, trading partners, creditors, rating
agencies and others, natural disasters and adverse weather conditions, changes
in public expectations and other changes to business conditions, wars and acts
of terrorism  or sabotage,  and  other factors  discussed in  the  "Cautionary 
Statement" in BP's Annual Report and Form 20-F 2011 (SEC File No. 1-06262)  as 
filed with the United States Securities and Exchange Commission.

                                   - ENDS -

                     This information is provided by RNS
           The company news service from the London Stock Exchange


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