Filed Pursuant to Rule 433
Registration No. 333-188261
Registration No. 333-188261-01
Issuer Free Writing Prospectus dated May 2, 2013
Relating to Preliminary Prospectus Supplement dated May 1, 2013
CNOOC LIMITED
Pricing Term Sheet
| 1.125% Notes due 2016 (the “2016 Notes”) | ||
| Issuer: | CNOOC Finance (2013) Limited | |
| Guarantor: | CNOOC Limited | |
| Principal Amount: | US$750,000,000 | |
| Maturity Date: | May 9, 2016 | |
| Coupon: | 1.125% | |
| Public Offering Price: | 99.648% of principal amount | |
| Ranking: | Senior unsecured | |
| Format: | SEC registered | |
| Listing: | The Stock Exchange of Hong Kong Limited | |
| Denomination: | US$200,000 and integral multiples of US$1,000 in excess thereof | |
| Yield to Maturity: | 1.245% | |
| Spread to Benchmark Treasury: | 0.950% | |
| Benchmark Treasury: | 0.250% due 04/2016 | |
| Benchmark Treasury Price and Yield: | 99-27 3/4 and 0.295% | |
| Interest Payment Dates: | May 9 and November 9, commencing November 9, 2013 | |
| Interest Record Dates: | April 24 and October 25 immediately preceding each Interest Payment Date | |
| Day Count Convention: | 30/360 | |
| Optional Redemption: | Treasury Rate plus 10 basis points | |
| Trade Date: | May 2, 2013 | |
| Settlement Date: | May 9, 2013 | |
| Expected Listing Date: | On or about May 10, 2013 | |
| CUSIP/ISIN: | 12625G AA2 / US12625GAA22 | |
| Ratings*: | Aa3 by Moody’s / AA- by S&P | |
| Joint Lead Managers and Joint Bookrunners: | BOCI Asia Limited Bank of China (Hong Kong) Limited Bank of China Limited China International Capital Corporation Hong Kong Securities Limited Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Goldman Sachs (Asia) L.L.C. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated UBS AG, Hong Kong Branch | |
| Co-Managers: | CCB International Capital Limited ICBC International Securities Limited Scotia Capital (USA) Inc. Société Générale | |
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| 1.750% Notes due 2018 (the “2018 Notes”) | ||
| Issuer: | CNOOC Finance (2013) Limited | |
| Guarantor: | CNOOC Limited | |
| Principal Amount: | US$750,000,000 | |
| Maturity Date: | May 9, 2018 | |
| Coupon: | 1.750% | |
| Public Offering Price: | 99.539% of principal amount | |
| Ranking: | Senior unsecured | |
| Format: | SEC registered | |
| Listing: | The Stock Exchange of Hong Kong Limited | |
| Denomination: | US$200,000 and integral multiples of US$1,000 in excess thereof | |
| Yield to Maturity: | 1.847% | |
| Spread to Benchmark Treasury: | 1.200% | |
| Benchmark Treasury: | 0.625% due 04/2018 | |
| Benchmark Treasury Price and Yield: | 99-28+ and 0.647% | |
| Interest Payment Dates: | May 9 and November 9, commencing November 9, 2013 | |
| Interest Record Dates: | April 24 and October 25 immediately preceding each Interest Payment Date | |
| Day Count Convention: | 30/360 | |
| Optional Redemption: | Treasury Rate plus 10 basis points | |
| Trade Date: | May 2, 2013 | |
| Settlement Date: | May 9, 2013 | |
| Expected Listing Date: | On or about May 10, 2013 | |
| CUSIP/ISIN: | 12625G AB0 / US12625GAB05 | |
| Ratings*: | Aa3 by Moody’s / AA- by S&P | |
| Joint Lead Managers and Joint Bookrunners: | BOCI Asia Limited Bank of China (Hong Kong) Limited Bank of China Limited China International Capital Corporation Hong Kong Securities Limited Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Goldman Sachs (Asia) L.L.C. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated UBS AG, Hong Kong Branch | |
| Co-Managers: | CCB International Capital Limited ICBC International Securities Limited Scotia Capital (USA) Inc. Société Générale | |
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| 3.000% Notes due 2023 (the “2023 Notes”) |
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| Issuer: | CNOOC Finance (2013) Limited | |
| Guarantor: | CNOOC Limited | |
| Principal Amount: | US$2,000,000,000 | |
| Maturity Date: | May 9, 2023 | |
| Coupon: | 3.000% | |
| Public Offering Price: | 98.477% of principal amount | |
| Ranking: | Senior unsecured | |
| Format: | SEC registered | |
| Listing: | The Stock Exchange of Hong Kong Limited | |
| Denomination: | US$200,000 and integral multiples of US$1,000 in excess thereof | |
| Yield to Maturity: | 3.179% | |
| Spread to Benchmark Treasury: | 1.550% | |
| Benchmark Treasury: | 2.000% due 02/2023 | |
| Benchmark Treasury Price and Yield: | 103-11 and 1.629% | |
| Interest Payment Dates: | May 9 and November 9, commencing November 9, 2013 | |
| Interest Record Dates: | April 24 and October 25 immediately preceding each Interest Payment Date | |
| Day Count Convention: | 30/360 | |
| Optional Redemption: | Treasury Rate plus 20 basis points | |
| Trade Date: | May 2, 2013 | |
| Settlement Date: | May 9, 2013 | |
| Expected Listing Date: | On or about May 10, 2013 | |
| CUSIP/ISIN: | 12625G AC8 / US12625GAC87 | |
| Ratings*: | Aa3 by Moody’s / AA- by S&P | |
| Joint Lead Managers and Joint Bookrunners: | BOCI Asia Limited Bank of China (Hong Kong) Limited Bank of China Limited China International Capital Corporation Hong Kong Securities Limited Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Goldman Sachs (Asia) L.L.C. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated UBS AG, Hong Kong Branch | |
| Co-Managers: | CCB International Capital Limited ICBC International Securities Limited Scotia Capital (USA) Inc. Société Générale | |
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| 4.250% Notes due 2043 (the “2043 Notes”) | ||
| Issuer: |
CNOOC Finance (2013) Limited | |
| Guarantor: |
CNOOC Limited | |
| Principal Amount: |
US$500,000,000 | |
| Maturity Date: |
May 9, 2043 | |
| Coupon: |
4.250% | |
| Public Offering Price: |
98.515% of principal amount | |
| Ranking: |
Senior unsecured | |
| Format: |
SEC registered | |
| Listing: |
The Stock Exchange of Hong Kong Limited | |
| Denomination: |
US$200,000 and integral multiples of US$1,000 in excess thereof | |
| Yield to Maturity: |
4.339% | |
| Spread to Benchmark Treasury: |
1.500% | |
| Benchmark Treasury: |
2.750% due 11/2042 | |
| Benchmark Treasury Price and Yield: |
98-7+ and 2.839% | |
| Interest Payment Dates: |
May 9 and November 9, commencing November 9, 2013 | |
| Interest Record Dates: |
April 24 and October 25 immediately preceding each Interest Payment Date | |
| Day Count Convention: |
30/360 | |
| Optional Redemption: |
Treasury Rate plus 30 basis points | |
| Trade Date: |
May 2, 2013 | |
| Settlement Date: |
May 9, 2013 | |
| Expected Listing Date: |
On or about May 10, 2013 | |
| CUSIP/ISIN: |
12625G AD6 / US12625GAD60 | |
| Ratings*: |
Aa3 by Moody’s / AA- by S&P | |
| Joint Lead Managers and Joint Bookrunners: |
BOCI Asia Limited Bank of China (Hong Kong) Limited Bank of China Limited China International Capital Corporation Hong Kong Securities Limited Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Goldman Sachs (Asia) L.L.C. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated UBS AG, Hong Kong Branch | |
| Co-Managers: |
CCB International Capital Limited ICBC International Securities Limited Scotia Capital (USA) Inc. Société Générale | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
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The issuer has filed a registration statement (including a prospectus) and a prospectus supplement with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, copies of the prospectus supplement and the accompanying prospectus may be obtained from CICC US Securities, Inc, 350 Park Avenue, 28th Floor, New York, New York 10022, telephone: 1-646-794-8800; Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-800-831-9146; Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10010-3629, telephone: 1-212-325-2000; Prospectus Department, Goldman Sachs & Co, 100 Burma Road, Jersey City, New Jersey 07305, , telephone: 1-866-471-2526 / 1-212-902-1171; J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, , telephone: 1-212-834-4533; Merrill Lynch, Pierce, Fenner & Smith Incorporated, 222 Broadway, 11th Floor, New York, New York 10038, telephone: 1-800-294-1322; or Fixed Income Syndicate, UBS Securities LLC, 677 Washington Boulevard, Stamford, Connecticut 06901, telephone: 1-203-719-1088.
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