TIDMOPHR
RNS Number : 8938M
PT Medco Energi Internasional TBK
11 January 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 IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PUBLIC OFFERING OR A
TENDER OFFER IN INDONESIA UNDER THE LAWS AND REGULATIONS OF
INDONESIA
For immediate release 11 January 2019
Possible Offer for Ophir Energy plc
Statement regarding the potential acquisition of Ophir Energy
plc ("Ophir") by Medco Energi Global PTE Ltd ("Medco Global") (a
wholly-owned subsidiary of PT Medco Energi Internasional Tbk
("Medco")).
Further to the joint announcement by Ophir and Medco on 31
December 2018 regarding a possible offer by Medco Global for
Ophir's entire issued and to be issued share capital (the "Possible
Offer"), Medco confirms that while discussions with Ophir are
continuing, an agreement on a recommended offer has yet to be
concluded.
In the light of market developments and recent news related to
Ophir, Medco has written to the Board of Ophir today indicating
that, should an offer be forthcoming, shareholders of Ophir would
be entitled to receive:
for each Ophir ordinary share: 48.50 pence in cash
Any such offer would represent a premium of approximately:
-- 46.1 per cent. to the closing price of 33.20 pence per
ordinary share in Ophir ("Ophir Share") on 28 December 2018 (being
the last Business Day before the announcement of Medco Global's
possible offer for Ophir); and
-- 42.1 per cent. to the one-month volume weighted average price
of 34.13 pence per Ophir Share to 28 December 2018; and
-- 26.4 per cent. to the three-month volume weighted average
share price of 38.38 pence per Ophir Share to 28 December 2018.
If an offer were to be made it would be conditional inter alia
on certain regulatory and/or antitrust conditions relating to
certain host countries and other customary conditions.
This announcement does not amount to a firm intention to make an
offer under Rule 2.7 of the Code and there can be no certainty that
any offer will be made.
A further announcement will be made as and when appropriate.
As previously stated, in accordance with Rule 2.6(a) of the
Code, Medco Global must, by no later than 5.00 pm GMT on 28 January
2019 (the "Deadline") either announce a firm intention to make an
offer for Ophir under Rule 2.7 of the Code or announce that it does
not intend to make an offer for Ophir, in which case the
announcement will be treated as a statement to which Rule 2.8 of
the Code applies. The Deadline will not apply in circumstances
where either: (a) it has been extended with the consent of the
Takeover Panel in accordance with Rule 2.6(c) of the Code; or (b)
Rule 2.6(b) of the Code applies, by virtue of a firm intention to
make an offer for Ophir having been announced by another offeror
prior to the Deadline.
Medco Global reserves the right to make an offer for Ophir on
less favourable terms (a) at any time with the agreement or
recommendation of the Ophir Board, (b) if a third party announces a
firm intention to make an offer for Ophir on less favourable terms,
(c) following the announcement by Ophir of a whitewash transaction
pursuant to the Code which implies a lower value for Ophir Shares
or (d) which is reduced by the amount of any dividend (or other
distribution) that is declared, made or paid, or becomes payable,
by Ophir. Subject to the consent of the Takeover Panel having been
obtained (where required) and/or with agreement or recommendation
of the Board of Ophir, Medco Global further reserves the right to
introduce other forms of consideration and/or to vary the
composition of the consideration referred to above.
Enquiries
Medco and Medco Global
Investor Relations
Myrta Sri Utami +62 21 29953106
Andhika Suryadharma +62 21 29953150
Standard Chartered Bank - Financial Adviser to Medco and Medco
Global
Tom Willett / Kamal Khullar / Karan Soni
Manny Chohhan / Alessandro Ceresa / James +65 6876 0888
McKay +44 (0) 20 7885 8888
Tulchan Communications - Public Relations Adviser to Medco
and Medco Global Martin Robinson / Martin Pengelley /
Harry Cameron
Angela Campbell-Noë / Chong Yap +44 (0) 20 7353 4200
Tok +65 6222 3765 / +65 8200 5015
MedcoEnergi@tulchangroup.com
About Medco:
Medco is a leading Southeast Asian energy and natural resources
company listed on the Indonesia Stock Exchange with a market
capitalisation of approximately USD 1,000 million, operating across
three key business segments being Oil & Gas, Power and
Mining.
In Oil & Gas, Medco has significant experience in managing
complex and mature onshore and offshore assets and moving
discovered and challenged resources to production, including LNG.
Medco's oil and gas assets are based primarily in Indonesia but it
is focussed on expanding its Southeast Asia presence and adding to
its existing international assets in the Middle East and North
Africa.
Medco also operates gas, geothermal and hydro power plants in
Indonesia through its 88% consolidated interest in Medco Power (12%
held by the International Finance Corporation) and has a
non-consolidated interest in a large Indonesian copper and gold
mining company.
About Medco Global
Medco Global is a wholly-owned Singaporean affiliate of Medco
which currently holds the international Oil & Gas assets of
Medco.
Financial adviser
Standard Chartered Bank which is (i) authorised in the United
Kingdom by the Prudential Regulation Authority, and (ii) regulated
in the United Kingdom by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting for Medco Global and
Medco and for no one else in connection with the matters set out in
this announcement and will not be responsible to anyone other than
Medco Global and Medco for providing the protections afforded to
clients of Standard Chartered Bank nor for providing advice in
relation to the matters set out in this announcement.
Website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available (subject to certain restrictions
relating to persons resident in restricted jurisdictions) on
Medco's website at www.medcoenergi.com. The content of this website
is not incorporated into, and does not form part of, this
announcement.
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
OFDBBMMTMBIBBJL
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