BP plc

euro adhoc: BP PLC
BP Responds to "Mini-Tender Offer" (E)

--------------------------------------------------------------------- Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement. ---------------------------------------------------------------------

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 -

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

end of announcement            euro adhoc 23.05.2003

Further inquiry note: Jennifer Bowes Tel: 020 7496 4213

Branche: Energy
ISIN:      GB0007980591
WKN:        850517
Börsen:  Hamburger Wertpapierbörse / official dealing
              Börse Düsseldorf / official dealing
              Frankfurter Wertpapierbörse / official dealing
              SWX Swiss Exchange / official dealing
              London Stock Exchange / official dealing
              Niedersächsische Börse zu Hannover / free trade
              Berliner Wertpapierbörse / free trade
              Bayerische Börse / free trade
              Baden-Württembergische Wertpapierbörse / free trade

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