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 TENDER OFFER IN
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
9 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"))
Update on Conditions and Timetable
On 30 January 2019, the boards of Ophir, Medco Global and Medco announced that they had reached agreement on the terms of a recommended cash offer to be made by Medco Global (a wholly-owned subsidiary of Medco) for the entire issued and to be issued ordinary share capital of Ophir. On 20 March 2019, the boards of Ophir, Medco Global and Medco further announced that they had reached agreement on the terms of an increased recommended cash offer by Medco to acquire the entire issued and to be issued share capital of Ophir (the "Acquisition"). It is anticipated that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
The boards of Medco, Medco Global and Ophir are pleased to announce that Medco Global has received the relevant approval from the Fair Competition Commission of
Subject to the sanction of the Scheme by the Court at the Scheme Court Hearing and the satisfaction (or waiver, if applicable) of the remaining Conditions to the Acquisition, the Acquisition is now expected to become effective on 17 May 2019. The full terms and conditions of the Acquisition are set out in the scheme document dated 1 March 2019 (the "Scheme Document").
An updated expected timetable of principal events in relation to the Acquisition is set out below. In particular, the Scheme Court Hearing has been scheduled for 17 May 2019 and the Scheme is expected to become effective on 17 May 2019.
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Notes: |
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(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 (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 (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. |
Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document.
Enquiries:
Medco and Medco Global
Roberto Lorato / Tony Mathias / Sanjeev Bansal / Myrta Sri Utami |
+62 21 2995 3000 |
Standard Chartered Bank - Financial Adviser to Medco and Medco Global
Tom Willett / Kamal Khullar / Karan Soni Manny Chohhan / Alessandro Ceresa / James McKay
Peel Hunt LLP - Broker to Medco and Medco Global Michael Nicholson / Richard Crichton / Charles Batten |
+65 6876 0888 +44 (0) 20 7885 8888
+44 (0) 20 7418 8900 |
Tulchan Communications - Public Relations Adviser to Medco and Medco Global
Martin Robinson / Martin Pengelley / Harry Cameron Angela Campbell-Noë / Chong Yap Tok
|
+44 (0) 20 7353 4200 +65 6222 3765 / +65 8200 5915 MedcoEnergi@tulchangroup.com
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Ophir
Alan Booth / Tony Rouse / Dato Sandroshvili / Geoff Callow
|
+ 44 (0) 20 7811 2400 |
Morgan Stanley - Lead Financial Adviser and Corporate Broker to Ophir
Andrew Foster / Shirav Patel / Mutlu Guner
Lambert Energy Advisory - Financial Adviser to Ophir Philip Lambert / David Anderson |
+44 (0) 20 7425 8000
+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
Standard Chartered Bank, which is (i) authorised in the
Peel Hunt LLP, which is authorised and regulated in the
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
Lambert Energy Advisory Limited ("Lambert Energy Advisory"), which is authorised and regulated in the
Investec Bank plc ("Investec") which is authorised by the Prudential Regulation Authority and regulated in the
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, if applicable, the Takeover Offer Document) which contains (or, if applicable, will contain) the full terms and conditions 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
Overseas shareholders
The release, publication or distribution of this announcement in jurisdictions other than the
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
Additional information for US investors
The Acquisition relates to the shares of an English company that is not registered under the Exchange Act and is being made by means of a scheme of arrangement under English company law. The scheme of arrangement for the Acquisition is not subject to the tender offer rules or the proxy solicitation rules under the Exchange Act.
The Acquisition is subject to the disclosure and procedural requirements and practices applicable in the
However, if Medco Global were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would be made in accordance with the tender offer rules under the Exchange Act and any other applicable laws and regulations in
In accordance with normal
The receipt of consideration by a US holder for the transfer of its Ophir Shares pursuant to the Scheme will likely be a taxable transaction for
Financial information included (or incorporated by reference) in this announcement and the in relation to Ophir has been or will have been prepared in accordance with accounting standards applicable in the
No registration statement will be filed with the SEC or any state securities regulators in the US in connection with the Acquisition.
It may be difficult or impossible for US holders of Ophir Shares to enforce their rights and claims, if any, arising out of the US federal securities laws, since Medco Global and Ophir are located in countries outside of
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 Acquisition 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 (
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 (
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 Acquisition 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 and availability of hard copies
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/ and www.medcoenergi.com 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
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