TIDMDPL TIDMOPHR
RNS Number : 2730W
Dominion Petroleum Limited
27 January 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
For immediate release 27 January 2012
RECOMMENDED OFFER
for
Dominion Petroleum Limited ("Dominion")
by
Ophir Energy plc ("Ophir")
Satisfaction of regulatory approvals
On 13 October 2011 the Boards of Dominion and Ophir announced
that they had reached agreement on the terms of a recommended offer
to be made by Ophir to acquire the entire issued and to be issued
share capital of Dominion (the "Acquisition"). As explained in such
announcement, it is intended that the Acquisition be implemented by
way of a scheme of arrangement between Dominion and its
shareholders under section 99 of the Companies Act 1981 of Bermuda
(the "Scheme"). On 12 December 2011, the Scheme was approved by the
requisite majority of the Dominion Shareholders.
Dominion and Ophir are pleased to announce that all of the
regulatory Conditions, being those set out in paragraphs 3 to 5 of
Part A of Part 3 of the Scheme Document, have now been satisfied or
waived.
Accordingly, the revised date for the Court Hearing to sanction
the Scheme can now be confirmed as 1 February 2012.Subject to the
satisfaction or waiver of the remaining Conditions (all of which
are in the control of Ophir and Dominion save the condition
relating to Admission of the New Ophir Shares and the sanction of
the Scheme by the Court), it is expected that the last day of
dealings in Dominion Shares and DIs will be 1 February 2012 and the
Scheme will become effective on 2 February 2012. It is anticipated
that Admission of the New Ophir Shares to be issued to Scheme
Shareholders will become effective and dealings for normal
settlement in the New Ophir Shares will commence at 8.00 a.m. on 3
February 2012.
The Appendix to this announcement contains a revised expected
timetable of principal events in connection with the Scheme.
Capitalised terms in this announcement have the same meanings as
set out in the Scheme Document posted to Dominion Shareholders on
16 November 2011.
Enquiries
Dominion Petroleum Limited Tel: +44 (0) 20 7349 5900
Roger Cagle, Chairman
Andrew Cochran, Chief Executive Officer
Rob Shepherd, Finance Director
BofA Merrill Lynch (Joint Financial Adviser to Dominion) Tel:
+44 (0) 20 7996 1000
Paul Wheeler
Anya Weaving
Paul Frankfurt
RBC Capital Markets (NOMAD, Joint Financial Adviser to
Dominion)
Jeremy Low Tel: +44 (0) 20 7653 4000
Martin Eales
Stephen McPherson
Pelham Bell Pottinger Limited (PR Adviser to Dominion) Tel: +44 (0) 20 7861 3112
Archie Berens
Ophir Energy plc Tel: +44 (0) 20 7290 5800
Nick Cooper, Chief Executive Officer
Jonathan Taylor, Founder Director
J.P. Morgan Cazenove (Financial Adviser and Tel: +44 (0) 20 7742 4000
Broker to Ophir)
Barry Weir
Neil Passmore
James Robinson
FTI Consulting (PR adviser to Ophir) Tel: +44 (0) 20 7831 3113
Billy Clegg
Edward Westropp
Merrill Lynch International ("BofA Merrill Lynch") is acting
exclusively for Dominion and no one else in connection with the
Acquisition or any other matter set out in this announcement or the
Scheme Document and will not be responsible to anyone other than
Dominion for providing the protections afforded to clients of BofA
Merrill Lynch or for providing advice in relation to the
Acquisition or in relation to the contents of this announcement,
the Scheme Document or any transaction or any other matters
referred to herein or therein.
RBC Europe Limited, which trades as RBC Capital Markets and
which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Dominion
and no one else in connection with the matters set out in this
announcement and the Scheme Document, and will not be responsible
to anyone other than Dominion for providing the protections
afforded to clients of RBC Europe Limited or for providing advice
in relation to matters set out in this announcement or any offer or
arrangements referred to herein or in the Scheme Document.
J.P. Morgan Limited, which conducts its UK investment banking
business as J.P. Morgan Cazenove, is acting exclusively for Ophir
and no one else in connection with the Acquisition or any other
matter set out in this announcement or the Scheme Document and will
not be responsible to anyone other than Ophir for providing the
protections afforded to clients of J.P. Morgan Limited or for
providing advice in relation to the Acquisition or in relation to
the contents of this announcement, the Scheme Document or any
transaction or any other matters referred to herein or therein.
Further information
This announcement is for information purposes only and is not
intended to, and does not constitute, or form part of, an offer to
sell or any invitation to purchase or subscribe for any securities
or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Acquisition or otherwise. Neither this announcement nor the
Scheme Document constitutes a prospectus or a prospectus equivalent
document. The proposals for the Acquisition are made solely through
the Scheme Document, which contains the full terms and conditions
of the Scheme, including details of how to vote with respect to the
Scheme.
This announcement and the Scheme Document have been prepared for
the purposes of complying with English law and Bermuda law and
information disclosed in them may not be the same as that which
would have been prepared in accordance with the laws of
jurisdictions outside England and Bermuda.
The release, publication or distribution of this announcement
and/or the Scheme Document in jurisdictions other than the United
Kingdom and Bermuda may be restricted by law or regulation and
therefore persons into whose possession this announcement and/or
the Scheme Document comes should inform themselves about, and
observe, such restrictions. Any failure to comply with these
restrictions may constitute a violation of securities laws of any
such jurisdictions. To the fullest extent permitted by law,
Dominion and Ophir disclaim any responsibility or liability for the
violation of such restrictions by such person.
Any person (including, without limitation, any custodian,
nominee and trustee) who would, or otherwise intends to, or who may
have a contractual or legal obligation to forward this announcement
and/or the Scheme Document and/or any other related document to any
jurisdiction outside the UK or Bermuda should inform themselves of,
and observe, any applicable legal or regulatory requirements of
their jurisdiction before taking any action.
The Scheme is subject to Bermuda law and is not subject to the
City Code on Takeovers and Mergers or the jurisdiction of the Panel
and this announcement has not been prepared for the purpose of
complying with the City Code on Takeovers and Mergers.
Notice to US holders of Dominion Shares
The New Ophir Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any state, district or other
jurisdiction of the United States. Accordingly, such securities may
not be offered, sold, re-offered, resold or delivered, directly or
indirectly, in or into such jurisdictions except pursuant to
exemptions from the applicable registration requirements of such
jurisdictions. As such, it is expected that the New Ophir Shares to
be issued in the Scheme will be issued in reliance upon the
exemption from the registration requirements of the Securities Act
provided by section 3(a)(10) of that Act based on Court approval of
the Scheme. For the purpose of qualifying for this exemption from
the registration requirements of the Securities Act, Dominion will
advise the Court that its sanctioning of the Scheme will be relied
upon by Dominion and Ophir as an approval of the Scheme following a
hearing on its fairness to Dominion Shareholders at which hearing
all such shareholders are entitled to attend in person or through
counsel to support or oppose the sanctioning of the Scheme and with
respect to which notification has been given to all such
shareholders.
The New Ophir Shares have not been and will not be registered
with, recommended by or approved by the SEC or any other federal,
state or foreign securities commission or regulatory authority, nor
has any such commission or regulatory authority reviewed or passed
comment upon the accuracy or adequacy of this document. Any
representation to the contrary is a criminal offence.
US persons should note that the Scheme relates to shares of a
Bermuda company that is a "foreign private issuer" as defined in
Rule 3b--4 under the US Securities Exchange Act of 1934, as amended
(the "US Securities Exchange Act"), and the Scheme will be governed
by Bermuda law. Neither the proxy solicitation rules nor the tender
offer rules under the US Securities Exchange Act will apply to the
Scheme. Moreover, the Scheme will be subject to the disclosure
requirements and practices applicable in Bermuda to takeovers
implemented by scheme of arrangement, which differ from the
disclosure requirements under US securities laws. Financial
information in, or incorporated by reference into, this
announcement and/or the Scheme Document has been prepared in
accordance with accounting standards that may not be comparable to
the accounting standards applicable to financial statements of US
companies. None of the financial information in, or incorporated
into, this document has been audited in accordance with auditing
standards generally accepted in the United States or the auditing
standards of the Public Company Accounting Oversight Board (United
States).
If the Offer is implemented by way of an Amalgamation or a
Takeover Offer under Bermuda law, the Offer will be made in
compliance with applicable US laws and regulations, including (in
the case of a Takeover Offer) applicable provisions of the tender
offer rules under the US Securities Exchange Act.
Forward-Looking Statements
This announcement and the Scheme Document, including information
included or incorporated by reference in the Scheme Document, may
contain "forward looking statements" concerning the Wider Ophir
Group and the Wider Dominion Group. Generally, the words "will",
"may", "should", "continue", "believes", "expects", "intends",
"anticipates" or similar expressions identify forward looking
statements. The forward looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those suggested by them. Many of these risks and uncertainties
relate to factors that are beyond the companies' abilities to
control or estimate precisely, such as future market conditions and
the behaviours of other market participant. Ophir and Dominion
cannot give any assurance that such forward-looking statements will
prove to have been correct. The reader is cautioned not to place
undue reliance on these forward looking statements. The statements
contained in this announcement and/or the Scheme Document are made
at the date of release/publication (as the case may be). Neither
the Wider Ophir Group nor the Wider Dominion Group assume any
obligation to, and do not intend to, update or revise publicly any
of the forward looking statements set out herein or therein,
whether as a result of new information, future events or otherwise,
except as required pursuant to applicable law including, without
limitation, the Prospectus Rules and the Disclosure and
Transparency Rules.
Nothing in this announcement or the Scheme Document shall be
deemed to be a forecast, projection or estimate of the future
financial performance of the Wider Ophir Group, or of the Wider
Dominion Group, or of the Combined Group, except where otherwise
stated.
Prospectus
A copy of the Prospectus, published by Ophir on 2 December 2011,
is available on Ophir's website (http:// www.ophirenergy.com.) and
has been submitted to the National Storage Mechanism, where it is
available for inspection at www.hemscott.com/nsm.do. Copies of the
Prospectus are also available for inspection during normal business
hours, free of charge, from the following address: Ophir Energy
plc, 55 Grosvenor Street, London W1K 3HY, United Kingdom.
Publication on websites
A copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, for inspection on Dominion's website at
http://www.dominionpetroleum.com and Ophir's website at
http://www.ophirenergy.com.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The times and dates set out in the timetable below are
indicative only and will depend, among other things, on the date
upon which the Court sanctions the Scheme and the date on which the
remaining Conditions are satisfied or, if capable of waiver,
waived. If any of the expected dates change, Dominion will give
notice of the change by issuing an announcement through a
Regulatory Information Service.
Unless otherwise stated, all references to time in this document
are to London time.
Event Time/date
Last day of dealings in, and for registration of transfers
of,
Dominion Shares and DIs 1 February 2012
Court Hearing to sanction the Scheme and Trust Deed Poll
terminates 1 February 2012
DI Holders entered on the Register 9.00 a.m. on 2 February
2012(1)
Scheme Record Time Midday on 2 February 2012
Effective Date of the Scheme 2 February 2012
Cancellation of admission to trading on AIM of Dominion Shares 3
February 2012
Issue of New Ophir Shares 3 February 2012
Admission of, and commencement of dealings in, New Ophir Shares
on
the London Stock Exchange 8.00 a.m. on 3 February 2012
Crediting of New Ophir Shares to CREST accounts 8.00 a.m. on 3
February 2012
Latest date for despatch of share certificates in respect of New
Ophir Shares 17 February 2012
(1) A DI Holder's CREST account details will be transferred by
Computershare Investor Services (Jersey) Limited to Capita
Registrars (the registrar for Ophir). Temporary documents of title
have not been and will not be issued in connection with the entry
of the DI Holders on the Register. Capita Registrars will credit a
DI Holder's CREST account with its entitlement to New Ophir Shares
in accordance with the terms of the Scheme.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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