23.05.2003 – 18:04

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
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