TIDMOPHR
RNS Number : 7007Z
Ophir Energy Plc
21 May 2019
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
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PUBLIC OFFERING OR A TER
OFFER IN INDONESIA UNDER THE LAWS OF INDONESIA
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
21 May 2019
Recommended cash offer
for
Ophir Energy plc ("Ophir")
by
Medco Energi Global PTE Ltd ("Medco Global")
(a wholly-owned subsidiary of PT Medco Energi Internasional Tbk)
("Medco"))
Scheme sanctioned by Court and update on Timetable
Further to the announcement by Ophir on 17 May 2019, Ophir is
pleased to announce that the Court has today sanctioned the Scheme
by which the recommended offer by Medco Global for the entire
issued and to be issued ordinary share capital of Ophir (the
"Acquisition") is being implemented.
An updated expected timetable of principal events in relation to
the Acquisition is set out below. In particular, the Scheme will
become effective upon the Court order being delivered to the
Registrar of Companies, which is expected to take place after 6.30
p.m. today.
Event Expected time and/or date(1)
Scheme Record Time 6.00 p.m. on 21 May 2019
Scheme Effective Time after 6.30 p.m. on 21 May 2019(2)
Cancellation of the listing by 8.00 a.m. on 22 May 2019
of the Ophir Shares on the
Official List
Despatch of cheques and crediting by 4 June 2019
of CREST accounts with cash
due
Long Stop Date 20 June 2019(3)
Notes:
(1) The dates and times given are indicative only and are
based on current expectations and may be subject to change.
References to times are London time, unless otherwise stated.
If any of the times and/or dates above change, the revised
times and/or dates will be announced via a Regulatory Information
Service.
(2) The "Scheme Effective Time" of the Scheme is the date
on which the Scheme becomes effective pursuant to its terms
and will be on delivery of the court order sanctioning
the Scheme to the Registrar of Companies in the UK. The
court order sanctioning the Scheme is expected to be delivered
to the Registrar of Companies following the Scheme Record
Time on 21 May 2019, on which date the Scheme will become
Effective. The events which are stated as occurring on
subsequent dates, including the crediting of CREST accounts,
are conditional on the Scheme Effective Time and operate
by reference to this time.
(3) This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended
to such later date as Medco Global and Ophir may, with
the consent of the Panel, agree and, if required, the Court
may allow.
All references to times in this announcement are to London time,
unless otherwise stated.
Defined terms used but not defined in this announcement have the
meanings set out in the scheme document dated 1 March 2019 (the
"Scheme Document").
Enquiries
Ophir
Alan Booth / Tony Rouse / Dato Sandroshvili + 44 (0) 20 7811
/ Geoff Callow 2400
Morgan Stanley - Lead Financial Adviser and Corporate Broker to
Ophir
Andrew Foster / Shirav Patel / Mutlu Guner
Lambert Energy Advisory - Financial Adviser
to Ophir +44 (0) 20 7425 8000
Philip Lambert / David Anderson +44 (0) 20 7491 4473
Investec - Corporate Broker to Ophir
Chris Sim / Jonathan Wolf +44 (0) 20 7597 4000
Brunswick - Public Relations Adviser to Ophir
Patrick Handley +44 (0) 20 7404 5959
About Ophir
Ophir is an independent upstream oil and gas exploration and
production company. It is listed on the London Stock Exchange (LEI:
213800LAZOZTKPAV2583).
The person responsible for arranging the release of this
announcement on behalf of Ophir is Philip Laing, General Counsel
& Company Secretary.
Important notices
Morgan Stanley & Co. International plc ("Morgan Stanley")
which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the UK is acting as financial adviser
exclusively for Ophir and no one else in connection with the
matters set out in this announcement. In connection with such
matters, Morgan Stanley, its affiliates and their respective
directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to any other
person for providing the protections afforded to their clients or
for providing advice in connection with the contents of this
announcement or any other matter referred to herein.
Lambert Energy Advisory Limited ("Lambert Energy Advisory"),
which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for Ophir and
no-one else in connection with the Acquisition and will not be
responsible to anyone other than Ophir for providing the
protections afforded to clients of Lambert Energy Advisory nor for
providing advice in relation to the Acquisition or any other
matters referred to in this announcement.
Investec Bank plc ("Investec") which is authorised by the
Prudential Regulation Authority and regulated in the United Kingdom
by the Financial Conduct Authority and the Prudential Regulation
Authority is acting exclusively for Ophir and no one else in
connection with the subject matter of this announcement and will
not be responsible to anyone other than Ophir for providing the
protections afforded to clients of Investec nor for giving advice
in relation to the subject matter of this announcement or any other
matter or arrangement referred to in this announcement.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Acquisition or otherwise. The Acquisition will be
made solely by means of the Scheme Document or any document by
which the Acquisition is made which will contain the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition.
This announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
Overseas shareholders
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements.
Unless otherwise determined by Medco or Medco Global or required
by the Takeover Code, and permitted by applicable law and
regulation, the Acquisition shall be not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no
person may vote in favour of the Acquisition by any such use,
means, instrumentality or form within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of
the laws of that jurisdiction. Accordingly, copies of this
announcement and all documents relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in or into or from any Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction.
Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such
jurisdiction and, to the fullest extent permitted by applicable
law, Ophir, Medco and Medco Global disclaim any responsibility or
liability for the violation of such restrictions by any person.
The availability of the Acquisition to Ophir Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at http://www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Publication on website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, at
www.ophir-energy.com/information-re-recommended-firm-cash-offer/ by
no later than 12 noon on the first Business Day after the date of
this announcement.
Neither the content of the websites nor the content of any other
website accessible from hyperlinks on such websites is incorporated
into, or forms part of, this announcement.
Ophir Shareholders may request a hard copy of this announcement
by contacting Equiniti Limited on 0371 384 2050 or +44 121 415 0259
(if calling from outside the UK). Lines are open from 8.30 a.m. to
5.30 p.m. (UK time), Monday to Friday (excluding English and Welsh
public holidays). Calls to the helpline from outside the UK will be
charged at the applicable international rate. Please note that
calls may be recorded and randomly monitored for security and
training purposes. Please note that Equiniti Limited cannot provide
advice on the merits of the possible offer nor give financial, tax,
investment or legal advice. If you have received this announcement
in electronic form, copies of this announcement and any document or
information incorporated by reference into this announcement will
not be provided unless such a request is made. Ophir Shareholders
may also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition
should be in hard copy form.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPLIFLAERILFIA
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