TIDMOPHR TIDMSMDR
RNS Number : 2929E
Ophir Energy Plc
06 February 2015
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY
INVESTMENT DECISION IN RELATION TO THE NEW OPHIR SHARES EXCEPT ON
THE BASIS OF INFORMATION IN THE PROSPECTUS AND THE SCHEME
DOCUMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION
For immediate release 6 February 2015
Ophir Energy plc
Recommended Acquisition of Salamander Energy plc
("Salamander")
Results of General Meeting
On 24 November 2014, the boards of Salamander Energy plc
("Salamander") and Ophir Energy plc ("Ophir" or the "Company")
announced the terms of a recommended acquisition by Ophir of the
entire issued and to be issued share capital of Salamander (the
"Transaction"), to be effected by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
In connection with the Transaction, Ophir announces that at the
general meeting of the Company held today, the resolution put to
the shareholders to approve the Transaction was duly passed on a
poll. The results showing the number of votes received for and
against the resolution are shown below.
Full details of the resolution passed, together with explanatory
notes, are set out in the shareholder circular (the "Shareholder
Circular") including notice of general meeting dated 16 January
2015, which is available on Ophir's website at
www.ophir-energy.com.
The resolution was proposed as an ordinary resolution.
Votes
Resolution Votes for Percentage* Votes against Percentage* withheld
------------------ ------------ ------------ -------------- ------------ ----------
To approve
the Transaction
as a class
1 transaction 367,769,882 78.92% 98,207,570 21.08% 2,825,118
------------------ ------------ ------------ -------------- ------------ ----------
* Votes withheld do not count in the total of votes cast.
As a result of the fall in the oil price since the Transaction
was announced the Board has continuously reviewed the strategic
rationale and metrics of the Transaction and remains of the opinion
that the Transaction makes full strategic sense and will create
value for shareholders. The Company will continue our ongoing
consultation with shareholders as we integrate the businesses and
start to create value from our African and expanded South East
Asian businesses.
Copies of all resolutions passed at the meeting are being
submitted to the National Storage Mechanism and will shortly be
available for inspection at www.hemscott.com/nsm.do.
For the results of the Court Meeting and the Salamander General
Meeting held in connection with the Scheme which are scheduled for
1:00 p.m. on 6 February 2015 and 1:15 p.m. on 6 February 2015 (or
as soon thereafter as the Court Meeting has concluded or been
adjourned) respectively, please refer to the Salamander website,
www.salamander-energy.com.
Next Steps
The expected timetable of remaining principal events remains as
set out in the Shareholder Circular, save that the latest date for
despatch of cheques in respect of cash consideration (where
relevant), share certificates in respect of New Ophir Shares and
for settlement of cash consideration (where relevant) through CREST
or other form of payment is 16 March 2015. Please see the appendix
to this announcement for a revised expected timetable of remaining
principal events in relation to the Transaction.
The dates stated above and in the appendix are indicative only
and will depend, among other things, on the dates on which the
Court sanctions the Scheme and confirms the Capital Reduction, and
the date on which the Conditions set out in Part 3 of the Scheme
Document are satisfied or (if capable of waiver) waived. If any of
the expected dates change, Ophir and/or Salamander will give notice
of the change by issuing an announcement through a Regulatory
Information Service (as defined in the Takeover Code).
Capitalised terms used in this announcement but not otherwise
defined herein shall have the same meanings given in the
Shareholder Circular.
Enquiries:
Ophir
Nick Cooper, Chief Executive Officer
Bill Higgs, Chief Operating Officer +44 20 7811
Geoff Callow, Head of Investor Relations 2400
Credit Suisse (Lead Financial Adviser to Ophir)
James Janoskey
Pierre Lescastereyres +44 20 7888
Madelaine McTernan 8888
Morgan Stanley (Sponsor, Corporate Broker and
Co-Financial Adviser to Ophir)
Andrew Foster +44 20 7425
Tom Perry 8000
RBC Capital Markets (Corporate Broker and Co-Financial
Adviser to Ophir)
Jeremy Low +44 20 7653
Matthew Coakes 4000
Brunswick Group (Communications Adviser to Ophir)
Patrick Handley +44 20 7396
Marleen Geerlof 5395
Credit Suisse Securities (Europe) Limited, which is authorised
and regulated in the UK by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting
exclusively as financial adviser to Ophir and no one else in
connection with the matters described in this announcement, and
will not be responsible for anyone other than Ophir for providing
the protections afforded to clients of Credit Suisse Securities
(Europe) Limited nor for providing advice in relation to the
matters referred to in this announcement. Neither Credit Suisse
Securities (Europe) Limited nor any of its subsidiaries, branches
or affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Credit Suisse Securities (Europe) Limited in connection with
this announcement, any statement contained herein or otherwise.
Morgan Stanley & Co. International plc ("Morgan Stanley"),
which is authorised and regulated in the UK by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting exclusively as financial adviser to Ophir
and no one else in connection with the matters described in this
announcement, and will not be responsible for anyone other than
Ophir for providing the protections afforded to clients of Morgan
Stanley nor for providing advice in relation to the matters
referred to in this announcement. Neither Morgan Stanley nor any of
its subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Morgan Stanley in connection with
this announcement, any statement contained herein or otherwise.
RBC Europe Limited, which is authorised in the United Kingdom by
the Prudential Regulation Authority and authorised and regulated in
the United Kingdom by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting exclusively as financial
adviser to Ophir and no one else in connection with the matters
described in this announcement, and will not be responsible for
anyone other than Ophir for providing the protections afforded to
clients of RBC Europe Limited nor for providing advice in relation
to the matters referred to in this announcement. Neither RBC Europe
Limited nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of RBC Europe Limited
in connection with this announcement, any statement contained
herein or otherwise.
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.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities. This announcement has been
prepared in accordance with English law and the Takeover Code and
information disclosed may not be the same as that which would have
been prepared in accordance with the laws of jurisdictions outside
of the United Kingdom.
The distribution of this announcement in jurisdictions other
than the United Kingdom and the availability of any offer to
Salamander shareholders who are not resident in the United Kingdom
may be affected by the laws of relevant jurisdictions. Therefore
any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or Salamander shareholders who are not
resident in the United Kingdom will need to inform themselves
about, and observe, any applicable requirements.
Publication on Website
A copy of this Announcement will be made available (subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions) on Ophir's website at www.ophir-energy.com by no
later than 12:00 p.m. (London time) on 9 February 2015. For the
avoidance of doubt, the contents of those websites are not
incorporated into, and do not form part of, this Announcement.
APPENDIX: EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The dates and times given in the table below in connection with
the Transaction are indicative only and are based on Ophir's
current expectations, may be subject to change and will depend,
among other things, on the date upon which the Court sanctions the
Scheme and confirms the Capital Reduction and the date on which the
Conditions are satisfied or, if capable of waiver, waived. The
timetable is also dependent on whether the Court Order(s)
sanctioning the Scheme and confirming the Capital Reduction and, in
relation to the Capital Reduction, the statement of capital are
delivered to the Registrar of Companies. The timetable is also
dependent on process for implementation of the Transaction.
If any of the key times and/or dates below change, the revised
times and/or dates will be notified by Ophir to Ophir Shareholders
by announcement through a Regulatory Information Service.
All times shown in this expected timetable are London times
unless otherwise stated.
Event Time/date
Ophir General Meeting 11:00 a.m. on 6 February 2015
Court Meeting of Salamander Shareholders 1:00 p.m. on 6 February 2015
Salamander General Meeting 1:15 p.m. on 6 February 2015(1)
Scheme Court Hearing to sanction 25 February 2015
the Scheme and date of the Scheme
Court Order
Last day of dealings in, and for 27 February 2015(2)
registration of transfer of, and
disablement in CREST of, Salamander
Shares
Scheme Record Time 6:00 p.m. on 27 February 2015(2)
Suspension of listing and dealing 7:30 a.m. on 2 March 2015(2)
in Salamander Shares
Second Court Hearing to confirm the 2 March 2015(2)
Capital Reduction
Effective Date 2 March 2015(2)
Delisting of Salamander Shares by no later than 8:00 a.m.
on
3 March 2015(2)
Issue of New Ophir Shares by no later than 8:00 a.m.
on
3 March 2015(2)
CREST accounts credited by no later than 8:00 a.m.
on
3 March 2015(2)
Admission and commencement of dealings by no later than 8:00 a.m.
in New Ophir Shares on
3 March 2015(2)
Latest date for despatch of cheques 16 March 2015(2)
in respect of cash consideration
(where relevant), share certificates
in respect of New Ophir Shares and
for settlement of cash consideration
(where relevant) through CREST or
other form of payment
Long Stop Date 11:59 p.m. on 30 June 2015(3)
Notes:
(1) To commence at the fixed time or (if later) soon after the
conclusion or adjournment of the Court Meeting.
(2) These times and dates are indicative only and will depend,
among other things, on the date upon which the Court sanctions the
Scheme and confirms the associated Capital Reduction in Salamander
and the date on which the Conditions set out in the Scheme Document
are satisfied or (if capable of waiver) waived. If any of the
expected dates change, Ophir and/or Salamander will, unless the
Panel otherwise consents, give notice of the change by issuing an
announcement through a Regulatory Information Service.
(3) The Long Stop Date is the latest date by which the Scheme
must become effective, unless Ophir and Salamander agree, and (if
required) the Court and the Panel permit, a later date.
This information is provided by RNS
The company news service from the London Stock Exchange
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