TIDMOPHR
RNS Number : 9430M
Ophir Energy Plc
13 January 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
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.
For immediate release 14 January 2019
Ophir Energy plc ("Ophir")
Rejection of the possible offer for Ophir by PT Medco Energi
Global PTE Ltd ("Medco Global") (a wholly-owned subsidiary of PT
Medco Energi Internasional Tbk ("Medco")).
The Board of Ophir has now met formally to consider the possible
offer announced by Medco on 11 January 2019 to acquire the issued
and to be issued share capital of Ophir at an offer price of 48.5
pence per Ophir ordinary share.
The Board has unanimously rejected the proposal as it
undervalues Ophir.
On 15 January 2019, Ophir will provide an update on its trading
and operations for the twelve month period ending 31 December
2018.
This announcement has been made by Ophir without the approval of
Medco or Medco Global.
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.
Enquiries
Ophir + 44 (0) 20 7811 2400
Geoff Callow, Head of IR and Corporate Communications
Morgan Stanley (Financial Adviser and Corporate Broker to Ophir)
+44 (0) 20 7425 8000
Andrew Foster
Shirav Patel
Investec (Corporate Broker to Ophir) + 44 (0) 20 7597 4000
Chris Sim
Jonathan Wolf
Brunswick (PR Adviser to Ophir)
+ 44 (0) 20 7404 5959
Patrick Handley
Wendel Verbeek
About Ophir:
Ophir is an independent upstream oil and gas exploration and
production company. It is listed on the London Stock Exchange (LEI:
213800LAZOZTKPAV258).
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
Ophir's website at
https://www.ophir-energy.com/information-re-possible-offer/. The
content of this website is not incorporated into, and does not form
part of, this announcement.
Financial advisers
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.
Investec Bank plc ("Investec") is authorised by the Prudential
Regulation Authority and regulated in the United Kingdom by the
Financial Conduct Authority and the Prudential Regulation
Authority. Investec is acting exclusively for Ophir and no one else
in connection with the matters set out in this announcement. In
connection with such matters, Investec will not regard any other
person other than Ophir as their client, nor will Investec be
responsible to anyone other than Ophir for providing the
protections afforded to clients of Investec or for providing advice
in relation to the contents of this announcement or any other
matter referred to in this announcement.
Disclosure requirements of 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 Takeover Panel's Market Surveillance Unit on +44
(0)20 7638 0129.
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
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