TIDMOPHR
RNS Number : 7523L
J.P. Morgan Securities PLC.
29 April 2015
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
PROPOSED PLACING OF 56,607,366 ORDINARY SHARES IN OPHIR ENERGY
PLC (THE "COMPANY") BY KULCZYK INVESTMENTS SA ("KULCZYK") AND
CERTAIN SUBSIDIARIES OF KULCZYK
29 April 2015
Kulczyk and certain subsidiaries of Kulczyk (the "Kulczyk
Entities") announce their intention to sell 56,607,366 ordinary
shares (the "Placing Shares") in the Company, being their entire
shareholding in the Company. The Placing Shares represent
approximately 8.0% of the Company's ordinary shares.
The Placing Shares are being offered by way of an accelerated
bookbuild (the "Placing"), which will be launched immediately
following this announcement. J.P. Morgan Securities plc, (which
conducts its UK investment banking activities as J.P. Morgan
Cazenove) ("J.P. Morgan Cazenove") is acting as sole bookrunner in
connection with the Placing.
After completion of the Placing, assuming that all the Placing
Shares are sold, the Kulczyk Entities will not hold any ordinary
shares in the Company.
The final price of the Placing Shares will be agreed by J.P.
Morgan Cazenove and the Kulczyk Entities at the close of the
bookbuild process, and the results of the Placing will be announced
as soon as practicable thereafter. The timings for the close of the
bookbuild process and allocations are at the absolute discretion of
J.P. Morgan Cazenove.
Enquiries:
J.P. Morgan Cazenove +44 (0)20 7742 4000
Greg Chamberlain
Laurene Danon
IMPORTANT NOTICE
This announcement is for information purposes only and shall not
constitute or form part of an
offer to buy, sell, issue, acquire or subscribe for, or the
solicitation of an offer to buy, sell, issue, acquire or subscribe
for any securities, nor shall there be any sale of securities in
any
jurisdiction in which such offer, solicitation or sale would be
unlawful. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such
jurisdictions.
In particular, this announcement does not constitute or form
part of any offer to buy, sell, issue, acquire or subscribe for, or
the solicitation of an offer to buy, sell, issue, acquire, or
subscribe for, any securities in the United States, Australia,
Canada, Japan or South Africa or any other jurisdiction into which
such offer or solicitation would be unlawful. The securities
referred to herein have not been and will not be registered under
the United States Securities Act of 1933, as amended (the
"Securities Act") and may not be offered, sold or transferred,
directly or indirectly, within the United States except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the securities
laws of any state or other jurisdiction of the United States. No
public offering of the securities referred to herein is being made
in the United Kingdom, the United States, Australia, Canada, Japan,
South Africa or any other jurisdiction.
The distribution of this announcement and the Placing of the
Placing Shares as set out in this
announcement in certain jurisdictions may be restricted by law.
No action has been taken that
would permit an offering of such shares or possession or
distribution of this announcement or
any other offering or publicity material relating to such shares
in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are
required to inform themselves about, and to observe, such
restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
This announcement is directed only at persons (i) having
professional experience in matters relating to investments who fall
within the definition of "investment professionals" in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order") or (ii) who are high net worth
entities falling within Article 49(2)(a) to (d) of the Order, and
other persons to whom it may otherwise lawfully be communicated
(all such persons together being referred to as "relevant
persons"). This announcement must not be acted or relied on in the
United Kingdom by persons who are not relevant persons.
In member states of the European Economic Area ("EEA"), this
announcement is only addressed to and directed at persons who are
"qualified investors" within the meaning of Article 2(1)(e) of the
Prospectus Directive (Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented
in the Relevant Member State) and includes any relevant
implementing measure in each Relevant Member State).
J.P. Morgan Cazenove, 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 for the Kulczyk Entities in connection with
the Placing and no-one else and will not be responsible to anyone
other than the Kulczyk Entities for providing advice in relation to
the Placing or any other matter referred to in this
announcement.
This announcement has been issued by and is the sole
responsibility of the Kulczyk Entities. No representation or
warranty, express or implied, is or will be made as to, or in
relation to, and no responsibility or liability is or will be
accepted by J.P. Morgan Cazenove or by any of its respective
affiliates or agents as to, or in relation to, the accuracy or
completeness of this announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on
disposal of the shares. Past performance is no guide to future
performance and persons needing advice should consult an
independent financial adviser.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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