TIDMOPHR
RNS Number : 5078O
PT Medco Energi Internasional TBK
30 January 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY RESTRICTED JURISDICTIONS OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PUBLIC OFFERING OR A TER
OFFER IN INDONESIA UNDER THE LAWS AND REGULATIONS OF INDONESIA
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
30 January 2019
RECOMMED 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"))
(to be effected by a scheme of arrangement
under Part 26 of the Companies Act 2006)
Summary
-- The boards of Medco, Medco Global and Ophir are pleased to
announce that they have reached agreement on the terms of a
recommended acquisition pursuant to which Medco Global will acquire
the entire issued and to be issued ordinary share capital of Ophir
(other than any ordinary shares held by Ophir in treasury) (the
"Acquisition"). It is anticipated that the Acquisition will be
implemented by way of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006.
-- Under the terms of the Acquisition, which is subject to the
Conditions and further terms set out in Appendix I to this
Announcement and to be set out in the Scheme Document, Ophir
Shareholders will be entitled to receive:
for each Ophir Share: 55 pence in cash
-- The Acquisition values the entire issued and to be issued
share capital of Ophir at approximately GBP390.6 million.
-- The Acquisition represents a premium of approximately:
o 65.7 per cent. to the closing price of 33.20 pence per Ophir
Share on 28 December 2018 (being the last Business Day before the
announcement of Medco's possible offer for Ophir);
o 61.2 per cent. to the volume weighted average share price for
the one-month period ended 28 December 2018 (being the last
Business Day before the announcement of Medco's possible offer for
Ophir) of 34.13 pence per Ophir Share; and
o 43.3 per cent. to the volume weighted average share price for
the three-month period ended 28 December 2018 (being the last
Business Day before the announcement of Medco's possible offer for
Ophir) of 38.38 pence per Ophir Share.
-- The cash consideration payable by Medco Global under the
terms of the Acquisition will be funded from existing cash
resources of Medco and Medco Global and the proceeds of a credit
agreement entered into between Medco Global and Standard Chartered
Bank for the purposes of the Acquisition.
-- It is intended that the Acquisition will be implemented by
means of a scheme of arrangement under Part 26 of the Companies Act
2006. The Acquisition is conditional on, among other things: (i)
the approval of the Scheme Shareholders at the Court Meeting and
the passing of the Resolution(s) relating to the Acquisition at the
General Meeting; and (ii) the sanction of the Court. In order to
become Effective, the Scheme must be approved by a majority in
number of the Ophir Shareholders voting at the Court Meeting,
either in person or by proxy, representing at least 75 per cent. in
value of the Ophir Shares voted. In addition, a special resolution
implementing the Scheme must be passed by Ophir Shareholders
representing at least 75 per cent. of votes cast at the General
Meeting.
-- The Acquisition is subject to the Conditions and certain
further terms set out in Appendix I to this Announcement, including
the receipt of clearances from the relevant authorities in
Tanzania, Ophir not losing all or substantially all of its Bualuang
interests in Thailand, and no adverse regulatory action being taken
in respect of such interests, and the further terms and conditions
set out in the Scheme Document, when issued.
-- If any dividend, distribution or other return of value in
respect of the Ophir Shares is declared, paid or made on or after
the date of this Announcement, Medco Global reserves the right to
reduce the consideration payable for each Ophir Share under the
terms of the Acquisition by the amount per Ophir Share of such
dividend, distribution or other return of value. In such
circumstances, Ophir Shareholders would be entitled to retain any
such dividend, distribution or other return of value which has been
declared, made or paid.
-- The Ophir Directors, who have been so advised by Morgan
Stanley and Lambert Energy Advisory as to the financial terms of
the Acquisition, consider the terms of the Acquisition to be fair
and reasonable. In providing advice to the Ophir Directors, Morgan
Stanley and Lambert Energy Advisory have taken into account the
commercial assessments of the Ophir Directors. In addition, the
Ophir Directors consider the terms of the Acquisition to be in the
best interests of Ophir Shareholders as a whole.
-- Accordingly, the Ophir Directors intend to recommend
unanimously that Ophir Shareholders vote in favour of the Scheme at
the Court Meeting and the Resolution(s) to be proposed at the
General Meeting, as each of the Ophir Directors with beneficial
interests in Ophir Shares have irrevocably undertaken to do in
respect of their respective beneficial holdings of, in aggregate,
984,271 Ophir Shares representing, in aggregate, approximately 0.14
per cent. of the ordinary share capital of Ophir in issue on 29
January 2019 (being the last Business Day before the date of this
Announcement).
-- Further details of the Irrevocable Undertakings received from
the Ophir Directors who hold Ophir Shares are set out in Appendix
II to this Announcement.
-- It is expected that the Scheme will become Effective in the
first half of 2019, subject to the satisfaction or waiver of the
Conditions and the further terms set out in Appendix I to this
Announcement.
-- Further details of the Acquisition and the expected timetable
will be contained in the Scheme Document that will be posted to
Ophir Shareholders along with notice of the Court Meeting and
General Meeting and the Forms of Proxy as soon as practicable.
Commenting on the Acquisition, Roberto Lorato, Director and
Chief Executive Officer of Medco, said:
"Medco is pleased to have reached agreement to acquire Ophir and
its portfolio of high quality oil and gas assets. The enhanced
scale, diversification and growth opportunities of this Acquisition
would create benefits for employees, partners and host countries,
and further strengthens Medco's position as a leading independent
oil and gas player in Southeast Asia. In Medco's view, the combined
business will hold a more balanced regional portfolio of producing
and development assets, better able to withstand macroeconomic
volatility, and will have meaningful production and cash flows to
improve Medco's credit position and the ongoing development of the
portfolio. Medco believes that the compelling strategic and
financial logic of this transaction will create value for
shareholders, employees and other stakeholders while offering an
attractive upfront premium for Ophir."
Commenting on the Acquisition, Bill Schrader, Chairman of Ophir,
said:
"We are pleased to announce a recommended transaction with
Medco. The transaction delivers upfront value in cash to Ophir
Shareholders for the strategy that the Ophir Directors set out in
September 2018. The Ophir board believes that the Medco offer
reflects the future prospects of Ophir's high-quality assets, as
reflected in the premium of 65.7 per cent. to the closing price of
33.20 pence per Ophir Share on 28 December 2018. Consequently, the
Ophir board intends to recommend unanimously the transaction to
Ophir Shareholders.
On behalf of the Ophir board, I would like to take this
opportunity to thank our employees and partners whose hard work and
dedication have helped build Ophir since its inception in 2004 into
an independent upstream oil and gas exploration and production
company, with a diversified portfolio of high quality producing and
exploration and appraisal assets."
This summary should be read in conjunction with the full text of
this Announcement and its appendices. The Acquisition shall be
subject to the Conditions and certain further terms set out in
Appendix I to this Announcement and to the full terms and
conditions which shall be set out in the Scheme Document. Details
of the Irrevocable Undertakings received by Medco Global are set
out in Appendix II to this Announcement. The sources and bases for
certain financial information contained in this Announcement are
set out in Appendix III to this Announcement. Terms used in this
Announcement (including this summary) have the meanings attributed
to them in Appendix IV.
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 +65 6876 0888
Manny Chohhan / Alessandro Ceresa / James McKay +44 (0) 20 7885 8888
Peel Hunt LLP - Broker to Medco and Medco Global
Michael Nicholson / Richard Crichton / Charles Batten +44 (0) 20 7418 8900
Tulchan Communications - Public Relations Adviser to Medco and
Medco Global
Martin Robinson / Martin Pengelley / Harry Cameron +44 (0) 20 7353 4200
Angela Campbell-Noë / Chong Yap Tok +65 6222 3765 / +65 8200 5915
MedcoEnergi@tulchangroup.com
Sidley Austin LLP are retained as English law legal adviser to
Medco and Medco Global in relation to the Acquisition.
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 +44 (0) 20 7425 8000
Philip Lambert / David Anderson +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
Linklaters LLP are retained as English law legal adviser to
Ophir in relation to the Acquisition.
Important Notices
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 and Medco
Global and for no one else in connection with the matters set out
in this Announcement and the Acquisition and will not be
responsible to anyone other than Medco and Medco Global for
providing the protections afforded to clients of Standard Chartered
Bank nor for providing advice in relation to the Acquisition or any
matters set out in this Announcement. Neither Standard Chartered
Bank 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 Standard Chartered
Bank in connection with this Announcement, any statement contained
herein or otherwise.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Medco and Medco Global and for no one else in connection with
the matters set out in this Announcement and will not regard any
other person as its client in relation to the matters referred to
in this Announcement and the Offer and will not be responsible to
anyone other than Medco and Medco Global for providing the
protections afforded to its clients or for providing advice in
relation to the Acquisition or any other matter or arrangement
referred to in this Announcement.
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.
Lambert Energy Advisory Limited ("Lambert Energy Advisory"),
which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for Ophir and
no-one else in connection with the Offer and will not be
responsible to anyone other than Ophir for providing the
protections afforded to clients of Lambert Energy Advisory nor for
providing advice in relation to the Offer or any other matters
referred to in this Announcement.
Investec Bank plc ("Investec") 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 exclusively for Ophir and no one else in
connection with the subject matter of this Announcement and will
not be responsible to anyone other than Ophir for providing the
protections afforded to clients of Investec nor for giving advice
in relation to the subject matter of this Announcement or any other
matter or arrangement referred to in this Announcement.
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer to
sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise.
The Acquisition will be made solely pursuant to the terms of the
Scheme Document (or, if applicable, the Takeover Offer Document),
which will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Acquisition. Any decision in respect of, or other response to, the
Acquisition should be made only on the basis of the information
contained in the Scheme Document (or, if applicable, the Takeover
Offer Document).
This Announcement has been prepared for the purpose of complying
with English law and the Takeover 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 terms of jurisdictions outside England and Wales.
Ophir shall prepare the Scheme Document to be distributed to
Ophir Shareholders. Ophir, Medco and Medco Global urge Ophir
Shareholders to read the Scheme Document when it becomes available
because it shall contain important information relating to the
Acquisition.
No person has been authorised to make any representations on
behalf of Ophir or Medco or Medco Global concerning the Scheme or
the Acquisition which are inconsistent with the statements
contained herein, and any such representations, if made, may not be
relied upon as having been so authorised.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
No person should construe the contents of this Announcement as
legal, financial or tax advice and any interested person should
consult its own advisers in connection with such matters.
Overseas Shareholders
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements.
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 United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements.
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 United Kingdom to
schemes of arrangement, which differ from those applicable in the
United States to tender offers or proxy solicitations under the
Exchange Act.
If, however, 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 the
United States, including any applicable exemptions available under
the Exchange Act. Such a takeover would be made in the United
States by Medco Global and no one else.
In accordance with normal United Kingdom practice, Medco Global
or its nominees, or its brokers (acting as agents), may from time
to time make certain purchases of, or arrangements to purchase,
shares or other securities of Ophir outside of the US, other than
pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes Effective, lapses or is otherwise
withdrawn. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases or arrangements to purchase
shall be disclosed as required in the UK, shall be reported to a
Regulatory Information Service and shall be available on the London
Stock Exchange website at www.londonstockexchange.com.
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 United States federal income tax purposes. Each
Ophir Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them, including under applicable
United States state and local, as well as overseas and other, tax
laws.
Financial information included (or incorporated by reference) in
this Announcement and the Scheme Document in relation to Ophir has
been or will have been prepared in accordance with accounting
standards applicable in the United Kingdom that may not be
comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
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 the United States. US holders of Ophir
Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the US securities
laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's judgement.
Forward-looking statements
This Announcement, including information included or
incorporated by reference in this Announcement, oral statements
made regarding the Acquisition, and other information published by
Ophir, Medco, Medco Global or any member of the Medco Group contain
statements which are, or may be deemed to be "forward-looking
statements".
Such forward-looking statements are prospective in nature and
are not based on historical facts, but rather on current
expectations and on numerous assumptions regarding the business
strategies and the environment in which Ophir, Medco, Medco Global
or the Enlarged Group shall operate in the future and are subject
to risks and uncertainties that could cause actual results to
differ materially from those expressed or implied by those
statements.
The forward-looking statements contained in this Announcement
relate to Ophir, Medco, Medco Global, any member of the Medco Group
or the Enlarged Group's future prospects, developments and business
strategies, the expected timing and scope of the Acquisition and
other statements other than historical facts. In some cases, these
forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "believes",
"estimates", "will look to", "would look to", "plans", "prepares",
"anticipates", "expects", "is expected to", "is subject to",
"budget", "scheduled", "forecasts", "synergy", "strategy", "goal",
"cost-saving", "projects" "intends", "may", "will", "shall" or
"should" or their negatives or other variations or comparable
terminology.
Forward-looking statements may include statements relating to
the following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
Ophir, Medco, Medco Global, any member of the Medco Group or the
Ophir Group's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of global economic conditions
and governmental regulation on Ophir's, Medco's, Medco Global's,
any member of the Medco Group's or the Ophir Group's business. By
their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that shall occur in the future. These events and
circumstances include changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates and future
business combinations or disposals. If any one or more of these
risks or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking
statements should therefore be construed in the light of such
factors.
These statements are based on assumptions and assessments made
by Ophir and/or Medco and/or Medco Global in the light of their
experience and their perception of historical trends, current
conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. The factors described
in the context of such forward-looking statements in this
Announcement could cause actual results and developments to differ
materially from those expressed in or implied by such
forward-looking statements.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and
persons reading this Announcement are therefore cautioned not to
place undue reliance on these forward-looking statements which
speak only as at the date of this Announcement. Specifically,
statements of estimated cost savings and synergies relate to future
actions and circumstances which, by their nature involve, risks,
uncertainties and contingencies. As a result, any cost savings and
synergies referred to may not be achieved, may be achieved later or
sooner than estimated, or those achieved could be materially
different from those estimated. Due to the scale of the Enlarged
Group, there may be additional changes to the Enlarged Group's
operations. As a result, and given the fact that the changes relate
to the future, the resulting cost synergies may be materially
greater or less than those estimated.
The forward-looking statements speak only at the date of this
Announcement. All subsequent oral or written forward-looking
statements attributable to any member of the Medco Group or the
Ophir Group, or any of their respective associates, directors,
officers, employees or advisers, are expressly qualified in their
entirety by the cautionary statement above.
Neither the Medco Group nor the Ophir Group, nor any of their
respective associates or directors, officers, employees, managers,
agents, representatives, partners, members, consultants or
advisers: (i) provide any representation, warranty, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements will actually occur; nor (ii) assume
any obligation to, and do not intend to, revise or update these
forward-looking statements (whether as a result of new information,
future events or otherwise), except as required pursuant to
applicable law or by the rules of any competent authority.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per ordinary share for Ophir or Medco for the current or
future financial years would necessarily match or exceed the
historical published earnings or earnings per ordinary share for
Ophir or Medco.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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 p.m. on the 10th business day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. 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 per cent. 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 p.m. 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 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. You should contact the Takeover Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as
to whether you are required to make an Opening Position Disclosure
or a Dealing Disclosure.
Information relating to Ophir Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Ophir Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Ophir may be provided to Medco and Medco Global
during the Offer Period as requested under Section 4 of Appendix 4
of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.
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-possible-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 UK). Lines are open from 8.30 a.m. to
5.30 p.m. (UK time), Monday to Friday (excluding English and Welsh
public holidays). Calls to the helpline from outside the UK will be
charged at the applicable international rate. Please note that
calls may be recorded and randomly monitored for security and
training purposes. Please note that Equiniti Limited cannot provide
advice on the merits of the possible offer nor give financial, tax,
investment or legal advice. If you have received this Announcement
in electronic form, copies of this Announcement and any document or
information incorporated by reference into this document will not
be provided unless such a request is made. Ophir Shareholders may
also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition
should be in hard copy form.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY RESTRICTED JURISDICTIONS OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PUBLIC OFFERING OR A TER
OFFER IN INDONESIA UNDER THE LAWS AND REGULATIONS OF INDONESIA
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
30 January 2019
RECOMMED 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"))
(to be effected by a scheme of arrangement
under Part 26 of the Companies Act 2006)
1. Introduction
The boards of Medco, Medco Global and Ophir are pleased to
announce that they have reached agreement on the terms of a
recommended acquisition pursuant to which Medco Global will acquire
the entire issued and to be issued ordinary share capital of Ophir
(other than any ordinary shares held by Ophir in treasury) (the
"Acquisition"). It is anticipated that the Acquisition will be
implemented by way of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006.
2. Summary of the terms of the Acquisition
Under the terms of the Acquisition, which is subject to the
Conditions and further terms set out in Appendix I to this
Announcement and to be set out in the Scheme Document, Ophir
Shareholders will be entitled to receive:
for each Ophir Share: 55 pence in cash
The Acquisition represents a premium of approximately:
o 65.7 per cent. to the closing price of 33.20 pence per Ophir
Share on 28 December 2018 (being the last Business Day before the
announcement of Medco's possible offer for Ophir);
o 61.2 per cent. to the volume weighted average share price for
the one-month period ended 28 December 2018 (being the last
Business Day before the announcement of Medco's possible offer for
Ophir) of 34.13 pence per Ophir Share; and
o 43.3 per cent. to the volume weighted average share price for
the three-month period ended 28 December 2018 (being the last
Business Day before the announcement of Medco's possible offer for
Ophir) of 38.38 pence per Ophir Share.
The Acquisition values the entire issued and to be issued share
capital of Ophir at approximately GBP390.6 million.
The Acquisition will be subject to the Conditions and certain
further terms set out in Appendix I to this Announcement, including
the receipt of clearances from the relevant authorities in
Tanzania, Ophir not losing all or substantially all of its Bualuang
interests in Thailand, and no adverse regulatory action being taken
in respect of such interests, and the further terms and conditions
which will be set out in the Scheme Document when issued.
The Scheme Shares will be acquired by Medco Global fully paid
and free from all liens, charges, equitable interests,
encumbrances, rights of pre-emption and any other third party
rights or interests whatsoever and together with all rights
existing at the date of this Announcement or attaching to the
Scheme Shares at any time thereafter, including (without
limitation) the right to receive and retain, in full, all
dividends, distributions or other returns of value (if any)
declared, made or paid or any other return of capital (whether by
way of reduction of share capital or share premium account or
otherwise) made on or after the date of this Announcement in
respect of the Scheme Shares.
If any dividend, distribution or other return of value in
respect of the Ophir Shares is declared, paid or made on or after
the date of this Announcement, Medco Global reserves the right to
reduce the consideration payable for each Ophir Share under the
terms of the Acquisition by the amount per Ophir Share of such
dividend, distribution or other return of value. In such
circumstances, Ophir Shareholders would be entitled to retain any
such dividend, distribution or other return of value, which has
been declared, made or paid.
3. Background to and reasons for the Acquisition
Medco is a leading Southeast Asian energy and natural resources
company led by an experienced management team with deep Asian and
international oil and gas experience.
Ophir has a portfolio of international assets and Medco believes
that a combination between the two companies will create a strong
Southeast Asian presence. The combined business will have greater
scale in reserves and Production, a wider geographic footprint for
future opportunities and, in Medco's view, will hold a more
balanced regional portfolio of producing and development assets,
with resulting benefits for employees, partners and host
countries.
Portfolio of oil and gas assets offering diversification in
Southeast Asia
o Medco's Indonesian oil and gas portfolio is a strong fit with
Ophir's Southeast Asia assets.
o Combined asset base generates meaningful and diversified
production cash flows which support development projects and
enhance credit quality.
Creates leading independent player in Southeast Asia with
significant scale
o The Acquisition will create a leading regional oil and gas company in Southeast Asia.
o The Acquisition will increase the Medco Group's reserves and
resources and 2019 Production:[1]
- Production increase (for 2019 on a pro forma basis) of
approximately 29 per cent. to 110 Mboe/d for the Enlarged Group,
with Ophir's 2019 Production guidance of 25 Mboe/d added to Medco's
2019 Production guidance of 85 Mboe/d; and
- Reserves and resources increase of 117 per cent. to 1,252
MMboe for the Enlarged Group with Ophir's combined 2017 2P Reserves
and 2C Resources of 674 MMboe (including, on a pro forma basis,
assets acquired from Santos during 2018 but excluding Block R in
Equatorial Guinea) added to Medco's combined 2017 2P Reserves and
2C Resources of 578 MMboe.
o Enlarged portfolio with exploration upside, development and producing assets will create long-term value for stakeholders.
Acquisition to bring efficiencies and new opportunities
o Significant potential to improve operational efficiencies
given Medco's Indonesian onshore and offshore operations and
experience in managing mature assets.
Medco has a proven track record of generating strong operating
cash flows and raising capital and believes that the Acquisition
provides an opportunity to deliver value to stakeholders.
Medco is a natural owner for Ophir's assets and considers that
it has the ability to nurture and invest for the longer term
delivering benefits for employees, partners and host countries.
Medco management's knowledge of Ophir's producing assets and
organisation will allow the assets to be efficiently integrated
into Medco's portfolio.
4. Background to and reasons for the recommendation
Ophir is an independent upstream oil and gas exploration and
production company, with a diversified portfolio of quality
producing, development and exploration assets with growth prospects
in Indonesia, Thailand, Vietnam, Malaysia, Mexico and Tanzania.
Ophir was founded in 2004 and has been listed on the London Stock
Exchange since 2011.
Ophir's strategy has been to create value by extracting maximum
returns from its producing assets and existing discoveries and
investing selectively in exploration. Ophir has sought to monetise
success in the most efficient way for each investment, with the
intention to reinvest excess cash flows in growth or return capital
to Ophir Shareholders.
Ophir's initial focus was on African exploration and the company
has had material exploration success in both East and West Africa.
Subsequently, Ophir has built a significant production and
development business with 2P reserves of 70.4 MMboe (as at 31
December 2017 including the assets acquired from Santos in
September 2018 with an effective date of 1 January 2018) and with
average daily Production for the year ended 31 December 2018 of
29.7 Mboe/d (on a pro forma basis to include the producing assets
acquired from Santos).
East Africa
In East Africa, Ophir made the initial, basin opening
discoveries in what may become a Tanzania LNG project. It farmed
out a 60 per cent. interest in Blocks 1, 3 and 4 to BG (now Shell)
and in 2014 completed the sale of a 20 per cent. interest in Blocks
1, 3 and 4 to Pavilion Energy for approximately US$1.3 billion. The
field partners subsequently decided to exit Block 3. Ophir retains
a 20 per cent. interest in the Block 1 and 4 licences.
West Africa
In West Africa, Ophir held an 80 per cent. interest in Block R,
offshore Equatorial Guinea, from 2006 until 31 December 2018, where
it discovered a number of gas fields that comprised the Fortuna
project. To develop this project, Ophir decided to pursue a
Floating Liquefied Natural Gas ("FLNG") development solution for
Fortuna and in 2015 reached an agreement with Golar for the
provision of an FLNG vessel on a tolling basis. In 2016, the
project was reconfigured and Ophir entered into an agreement with
OneLNG, a joint venture between Golar LNG and Schlumberger, which
would see Ophir hold interests in both the upstream and midstream
parts of the value chain.
However, in May 2018, OneLNG was dissolved and, despite Ophir's
continued efforts and discussions with a number of potential
strategic and financial partners and debt providers throughout the
rest of 2018, Ophir has been unable to secure new potential
partners and financing parties regarding the Fortuna project. On 5
January 2019, Ophir announced that: (i) it had received
notification from The Equatorial Guinea Ministry of Mines and
Hydrocarbons that the Block R Licence, which contains the Fortuna
gas discovery, would not be extended following its expiry on 31
December 2018; and (ii) as a consequence, there would be an
additional non-cash impairment to the asset, expected to be around
US$300 million, in Ophir's financial results for the year ended
2018 following the impairment taken in its half year results
reported in September 2018.
Southeast Asia
In Southeast Asia, Ophir has built a robust, cash generative
platform focused on growing its production base in order to
self-fund its selective exploration, appraisal and development
activities. In 2015, Ophir acquired Salamander Energy. Since then
Ophir has built an efficient cash generative production base in
Southeast Asia to complement its exploration assets and discoveries
in the region. In September 2018, Ophir expanded its portfolio of
assets in Southeast Asia through the acquisition of certain
high-quality production and development assets from Santos which
have further enhanced Ophir's cash flow characteristics.
2018 Strategic Update
In September 2018, Ophir announced a strategic update (the
"Strategic Update"), whereby the focus has been on a strong, cash
generative production and development base which would serve as a
platform for further growth and shareholder returns.
The addition of the Santos package of assets was the first step
in this direction in order to deliver material free cash flow to
drive net asset growth and returns to shareholders. At the same
time, Ophir also announced further action to rightsize the cost
structure of the business, by way of downsizing Ophir's London
office, and within 12 months establishing a fit for purpose Asian
based HQ, which would serve as the hub for Ophir's ongoing
business, generating material cost savings. In addition, on 15
January 2019, Ophir announced as part of its operations and trading
update that Ophir is in negotiations to rationalise parts of its
frontier exploration portfolio with the potential to generate cash
and reduce Ophir's future exploration capital commitments and
further improve its liquidity position.
Reasons for recommendation
While the Ophir Directors consider that following the completion
of the acquisition of certain assets from Santos and the Strategic
Update, Ophir's strategy and the portfolio of highly attractive
assets position Ophir well for the future as an independent
business, the Ophir Directors believe that, the Acquisition
provides Ophir's Shareholders an upfront value in cash for the
strategy that the Ophir Directors have set out, including with
respect to reducing costs and changing its organisational
structure. Furthermore, the offer price represents a premium of
65.7 per cent. to the closing price of 33.20 pence per Ophir Share
on 28 December 2018 (being the last Business Day before the
announcement of Medco's possible offer for Ophir).
5. Recommendation
The Ophir Directors, who have been so advised by Morgan Stanley
and Lambert Energy Advisory as to the financial terms of the
Acquisition, consider the terms of the Acquisition to be fair and
reasonable. In providing advice to the Ophir Directors, Morgan
Stanley and Lambert Energy Advisory have taken into account the
commercial assessments of the Ophir Directors. In addition, the
Ophir Directors consider the terms of the Acquisition to be in the
best interests of Ophir Shareholders as a whole.
Accordingly, the Ophir Directors intend to recommend unanimously
that Ophir Shareholders vote in favour of the Scheme at the Court
Meeting and in favour of the Resolution(s) relating to the
Acquisition to be proposed at the General Meeting, as each of the
Ophir Directors with beneficial interests in Ophir Shares have
irrevocably undertaken to do in respect of their respective
beneficial holdings of, in aggregate, 984,271 Ophir Shares,
representing approximately 0.14 per cent. of the ordinary share
capital of Ophir in issue on 29 January 2019 (being the last
Business Day before the date of this Announcement).
Further details of these Irrevocable Undertakings (including
details of the circumstances in which the Irrevocable Undertakings
will cease to be binding) are set out Appendix II to this
Announcement.
6. Information on Medco and Medco Global
Medco is a leading Southeast Asian energy and natural resources
company listed on the Indonesia Stock Exchange with a market
capitalisation of approximately US$1.1 billion (as per Bloomberg
quote at closing of the Indonesia Stock Exchange on 29 January
2019), operating across three key business segments, being Oil
& Gas, Power and Mining.
In Oil & Gas, Medco has significant experience in developing
and operating 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. In
2017, Medco had 10 operated Indonesian assets, eight of which are
producing, with a gas to oil production capacity of approximately
100 Mboe/d with a split of approximately 67:33 gas to oil. Its gas
production is sold under long term take-or-pay contracts with an
approximate 50:50 mix of fixed and commodity linked pricing.
Medco also operates gas, geothermal and hydro power plants in
Indonesia through its approximately 89 per cent. consolidated
interest in Medco Power (the balance of approximately 11 per cent.
being held by the International Finance Corporation) and has a
non-consolidated interest in a large Indonesian copper and gold
mining company.
In line with its strategy, Medco has been able to complement its
organic growth initiatives with compelling acquisitions. Medco has
a strong track record of raising capital, closing large and complex
transactions and integrating acquired assets into its portfolio,
creating value for stakeholders.
Medco Global is a wholly-owned Singaporean Affiliate of Medco
which currently holds the non-Indonesian oil and gas assets of
Medco. As at 31 December 2017, Medco Global's total reported assets
were approximately US$609 million.
7. Information on Ophir
Ophir is a London Stock Exchange main market premium listed,
full cycle, upstream oil and gas exploration and production
company. Ophir's strategy is to create value by extracting maximum
return from its producing assets and existing discoveries and
investing selectively in exploration.
Ophir has sought to monetise success in the most efficient way
for each investment, with the intention to reinvest excess cash
flows in growth or return capital to Ophir Shareholders.
Prior to 2014, when Ophir announced the acquisition of
Salamander Energy, Ophir focused on deepwater exploration in
Africa. Through the acquisition of Salamander Energy plc and more
recently the acquisition of certain Santos assets in 2018, Ophir
has built an efficient cash generative production base in Southeast
Asia to complement its exploration assets and discoveries.
Ophir's current production and development ("P&D") portfolio
includes:
-- an operated offshore block and an indirect non-operated
interest in an onshore block in Thailand;
-- an operated onshore block and two operated offshore blocks in Indonesia; and
-- a non-operated offshore block in Vietnam.
In addition to its P&D assets, Ophir has a portfolio of
exploration and appraisal and pre-development assets in Southeast
Asia, Africa and Mexico.
As at 31 December 2017, Ophir had 2P reserves of 70.4 MMboe
(including the assets acquired from Santos in September 2018 with
an effective date of 1 January 2018) and average daily Production
for the year ended 31 December 2018 of 29.7 Mboe/d (on a pro forma
basis accounting for the producing assets acquired from Santos from
the effective date of 1 January 2018).[2]
The executive directors of Ophir are Alan Booth (Interim Chief
Executive Officer) and Tony Rouse (Chief Financial Officer).
Ophir directly employed 382 employees as at 1 January 2019 and
achieved revenues of US$102 million in the six months ended 30 June
2018 (US$88 million in the six months ended 30 June 2017) and for
the six months ended 30 June 2018 incurred a net loss from
continuing operations after taxation of US$375 million (six months
ended 30 June 2017 net loss of US$85 million).
As at 30 June 2018, Ophir had total assets exceeding US$1.6
billion (as at 31 December 2017 exceeding US$1.9 billion) and net
cash of US$75 million (as at 31 December 2017 of US$117
million).
8. Medco's intentions for Ophir's business, employees and pension schemes
8.1 Future business of Ophir
Medco believes that there is a strong strategic fit with Ophir's
business.
Following completion of the Acquisition, save as set out in this
sub-section (Future business of Ophir) and the following
sub-section (Employees, employment rights, headquarters and
locations), Medco intends to manage Ophir's assets alongside its
own portfolio of assets and continue to manage them as they are
currently managed by Ophir and in accordance with the recent
Strategic Update announced by Ophir.
Medco intends to continue to execute: (i) Ophir's near term
development projects in Bualuang and Meliwis; and (ii) Ophir's
initiative to explore ways to focus the portfolio on Asia as laid
out in the Strategic Update and the operations and trading update
published on 15 January 2019. Within 12 months following completion
of the Acquisition, Medco intends to complete a full review of
Ophir's asset base, in order to evaluate how each asset will
contribute to Medco's existing portfolio. This review may lead to
potential divestment or value realisation opportunities from assets
not considered core to the Enlarged Group's strategy. Any potential
changes to the asset base triggered by the review will only be
implemented once the review is completed. Save as set out above,
Medco does not intend to redeploy any of Ophir's fixed assets.
8.2 Employees, employment rights, headquarters and locations
Medco attaches great importance to the skills, experience and
expertise of the existing operational management and employees of
Ophir and has given assurances to the Ophir Directors that,
following completion of the Acquisition, Medco will fully observe
the existing employment rights of Ophir Group employees, including
in relation to pensions, in accordance with applicable law.
Pursuant to the Co-operation Agreement, Medco has agreed that, for
the period of 12 months commencing on the Effective Date: (i) in
respect of Ophir Group employees immediately prior to the Effective
Date who remain in employment with the Enlarged Group, it will
maintain base pay, benefits and allowances in aggregate no less
favourable than those provided to such employees immediately before
the Effective Date and it will not amend material terms of any such
employee's contract of employment or terms relating to pension
accrual or contributions to the detriment to that employee without
the written consent of the relevant employee; and (ii) any Ophir
Group employee whose employment is terminated (other than for gross
or serious misconduct) will be entitled to severance payments and
benefits in accordance with any existing applicable established
policy and practice of the Ophir Group (which, for the avoidance of
doubt, will not be more favourable than those policies and
practices in place prior to the Effective Date). Medco Global
intends to comply with these obligations of the Co-operation
Agreement.
Other than continuing to implement Ophir's existing plans as
announced in its Strategic Update (and subject to the exceptions
set out in the last paragraph of this sub-section (Employees,
employment rights, headquarters and locations)), Medco does not
intend to change the current employment conditions applicable to
Ophir Group employees, or balance of skills and functions in
Ophir's employee base. On 13 September 2018, Ophir announced in the
Strategic Update that its intention was to:
"Take further action to right size the cost structure of the
business. We propose to downsize our London office, following
workforce consultation, and within 12 months establish a fit for
purpose Asian based HQ to serve as the hub for our ongoing
business, generating material cost savings."
Since the Strategic Update, Ophir has completed employee
consultations, both collective and individual, and finalised plans
for redundancies, settlements and relocations. This includes
entering into settlement agreements with the UK based employees to
pay enhanced redundancy payments and retention bonuses to
incentivise the employees' assistance with the London downsizing
and relocation to the Southeast Asian headquarters.
As Medco does not, and will not following completion of the
Acquisition, require a significant presence in London, save as set
out in this sub-section (Employees, employment rights, headquarters
and locations), Medco will continue the actions announced by Ophir
in its Strategic Update and execute Ophir's announced plans of
downsizing the London office, with Southeast Asia being the
company's key skills and management hub. Medco intends to honour
the retention, redundancy and other termination arrangements
communicated to or agreed with employees.
In addition, Medco notes it is possible that a small number of
employee positions, which Ophir had been planning to move to other
locations in Asia may be relocated to Medco's corporate head office
in Indonesia, while other employee positions will continue to be
relocated to the currently planned locations in Asia in line with
Ophir's Strategic Update. Medco intends to review roles across
certain functions (finance, human resources, group corporate
services, legal and engineering support services) which may
thereafter result in further redundancies to the extent such roles
duplicate existing roles in the Medco Group. This review is
expected to last up to 12 months. Save as disclosed above in this
sub-section (Employees, employment rights, headquarters and
locations) or the previous sub-section (Future business of Ophir),
Medco has no intention to undertake any material changes in
relation to Ophir's places of business.
8.3 Pensions
Up to 31 October 2016, Ophir did not operate its own pension
plan but made pension or superannuation contributions to private
funds of its employees which are defined contribution plans. On 1
November 2016, the Ophir Group launched its own defined
contribution scheme. Medco does not intend to make any changes to
employer contributions into this pension scheme.
As part of the Santos acquisition, Ophir acquired Santos
(Sampang) Pty. Ltd ("Santos Sampang") which operates a
post-employment defined benefit arrangement as regulated under the
Indonesian Law No. 13/2003, for the Sampang Production Sharing
Contract (the "Sampang PSC"). The arrangement covers retirement,
death, disability and voluntary resignation benefits, which are
based on final wages. While the legal obligation for the scheme
sits with Santos Sampang, 55 per cent. of the obligation is
recharged to the Sampang PSC joint operators. Santos Sampang
initiated a funding mechanism in September 2016 for post-employment
benefit via DPLK (Financial Institution Pension Fund) using the
PPUKP (Program Pensiun untuk Kompensasi Pesangon) programme. As a
result, the net liability recognised in the balance sheet, as
provided in Ophir's circular regarding the acquisition of assets
from Santos, reduced from approximately US$8,142,000 as at 31
December 2015 to approximately US$389,000 as at 31 December
2017.
Since 25 October 2016, Ophir Indonesia (Bangkanai) Limited, a
wholly-owned indirect subsidiary of Ophir, has operated a
post-employment defined benefit scheme as regulated under Article
88 No. J and Article 156 of Indonesian Labour Law No. 13/2003 for
the Bangkanai Production Sharing Contract. This scheme is covered
under the Bangkanai Collective Labour Agreement (the "Collective
Labor Agreement") as approved by the Special Taskforce for Upstream
Oil and Gas Business Activities in Indonesia (known as SKKMigas)
and the Ministry of Manpower and Transmigration of Indonesia. As at
31 December 2017, 115 employees were covered by the scheme. The
scheme includes a pension program called PPUKP Mandiri managed by
DPLK Bank Mandiri under which all employees who comply with the
relevant conditions stipulated in the Collective Labor Agreement
are entitled for severance fund benefits. As at 31 December 2018,
the total unfunded net liability was US$791,000.
Medco does not intend to make any changes to employer
contributions into the pension schemes described above (including
the funding mechanism adopted in September 2016 in relation to the
Santos Sampang operated scheme), the accrual of benefits for
existing members, or the admission of new members. Save for the
arrangements described above, Ophir does not have any arrangement
which provides pension benefits some or all of which are on a
defined benefit basis.
8.4 Other items
Medco has no intention to undertake any material changes in
relation to Ophir's research and development activities.
Ophir is currently listed on the London Stock Exchange. Prior to
the Scheme becoming Effective, and subject to any applicable
requirements of the Takeover Code, Medco intends to seek the
cancellation of the trading of Ophir Shares on the London Stock
Exchange and de-listing of Ophir from the Official List.
The Ophir Directors will resign with effect from completion of
the Acquisition and will receive payment in lieu of any applicable
notice period.
No statements in this paragraph 8 are post-offer undertakings
for the purposes of Rule 19.5 of the Takeover Code.
Views of Ophir's Board
In considering the recommendation of the Acquisition to Ophir
Shareholders, the Ophir Directors have given due consideration to
the assurances given to employees within the Ophir Group.
The Ophir Directors welcome Medco's intentions with respect to
the future operations of the business and its employees, in
particular, the intentions to fully observe the existing employment
rights of Ophir Group employees in accordance with applicable law,
including in relation to pensions (including existing agreed
contributions into the Ophir pension plans), and the post-closing
protections that have been agreed under the Co-operation Agreement
to be provided by Medco for the 12 months following completion of
the Acquisition.
9. Structure of and Conditions to the Acquisition
9.1 Scheme
It is intended that the Acquisition will be effected by a
Court-sanctioned scheme of arrangement between Ophir and Ophir
Shareholders under Part 26 of the Companies Act 2006 although Medco
Global reserves the right to implement the Acquisition by means of
a Takeover Offer (subject to Panel consent and the terms of the
Co-operation Agreement).
The purpose of the Scheme is to provide for Medco Global to
become the owner of the entire issued and to be issued share
capital of Ophir. This is to be achieved by the transfer of the
Ophir Shares to Medco Global, in consideration for which the Scheme
Shareholders will receive cash consideration on the basis set out
in paragraph 2 of this Announcement.
The Acquisition will be subject to the satisfaction (or, where
applicable, waiver) of the Conditions and will be subject to the
further terms set out below and in Appendix I to this Announcement
and to be set out in the Scheme Document.
The Acquisition shall only become Effective if, among other
things, the following events occur on or before 20 June 2019 or
such later date as may be agreed by Medco Global and Ophir (with
the Panel's consent and as the Court may approve (if such
approval(s) are required)):
(a) the satisfaction (or, where applicable, waiver) of the
Conditions set out in Appendix I to this Announcement);
(b) the approval of the Scheme by a majority in number of the
Ophir Shareholders present and voting, either in person or by
proxy, at the Court Meeting, and who represent not less than 75 per
cent. in value of the Ophir Shares voted by those Ophir
Shareholders;
(c) the Resolution(s) required to approve and implement the
Scheme being duly passed by Ophir Shareholders representing the
requisite majority or majorities of votes cast at the General
Meeting (or any adjournment thereof);
(d) the approval of the Scheme by the Court (with or without
modification but subject to any modification being on terms
acceptable to Ophir and Medco Global);
(e) the delivery of a copy of the Scheme Court Order to Companies House;
(f) given the importance of Ophir's Bualuang interests in Thailand, Ophir not losing all or substantially all of its Bualuang interests in Thailand, and no adverse regulatory action being taken in respect of such interests; and
(g) receipt of necessary regulatory and antitrust approvals in Tanzania.
Medco Global plans, and Ophir has agreed, to jointly approach
the regulators in the various countries in which Ophir has
operations in order to facilitate a smooth transition.
The Scheme shall lapse if:
(a) the Court Meeting and the General Meeting are not held by
the 22nd day after the expected date for such meetings to be set
out in the Scheme Document (or such later date as may be agreed
between Ophir and Medco Global);
(b) the Court Hearing is not held by the 42nd day after the
expected date for such hearing to be held to be set out in the
Scheme Document (or such later date as may be agreed between Ophir
and Medco Global); or
(c) the Scheme does not become Effective by the Long Stop Date,
provided, however, that the deadlines for the timing of the
Court Meeting, the General Meeting and the Court Hearing as set out
above may be waived by Medco Global, and the deadline for the
Scheme to become Effective may be extended by agreement between
Ophir and Medco Global.
Subject to satisfaction (or, waiver, where applicable) of the
Conditions and the further terms set out in Appendix I to this
Announcement, the Scheme is expected to become Effective in the
first half of 2019.
Upon the Scheme becoming Effective it will be binding on all
Scheme Shareholders, irrespective of whether or not they attended
or voted at the Court Meeting or General Meeting, or whether they
voted in favour of or against the Scheme. The cash consideration
due under the Acquisition will be despatched by Medco Global to
Scheme Shareholders no later than 14 days after the Effective
Date.
The Scheme will be governed by English law. The Scheme will be
subject to the applicable requirements of the Takeover Code, the
Takeover Panel, the London Stock Exchange, the Financial Conduct
Authority and the Listing Rules.
The Scheme Document is expected to be published as soon as
practicable. The Scheme Document will include full details of the
Scheme, together with notices of the Court Meetings and the General
Meeting and the expected timetable, and will specify the action to
be taken by Ophir Shareholders.
9.2 Right to switch to a Takeover Offer
Subject to the terms of the Co-operation Agreement, Medco Global
reserves the right to elect (with the consent of the Takeover
Panel) to implement the Acquisition by way of a Takeover Offer for
the entire issued and to be issued ordinary share capital of Ophir
as an alternative to the Scheme. In such an event, the Takeover
Offer will be implemented on the same terms (subject to appropriate
amendments), so far as applicable, as those which would apply to
the Scheme and subject to the amendment referred to in paragraph 6
of Part B of Appendix I to this Announcement.
10. De-listing and re-registration as a private limited company
10.1 De-listing
Prior to the Scheme becoming Effective and subject to any
applicable requirements of the Takeover Code, Ophir intends to make
an application to the London Stock Exchange for cancellation of the
trading in Ophir Shares on the London Stock Exchange, and to the UK
Listing Authority for the cancellation of the listing of Ophir
Shares on the Official List, in each case to take effect on or
shortly after the Effective Date.
The last day of dealings in Ophir Shares on the Main Market of
the London Stock Exchange is expected to be the Business Day
immediately prior to the Effective Date and no transfers shall be
registered after 6.00 p.m. on that date.
On the Effective Date, share certificates in respect of Ophir
Shares shall cease to be valid and entitlements to Ophir Shares
held within the CREST system shall be cancelled.
If the Acquisition is effected by way of a Takeover Offer and
such Takeover Offer becomes or is declared unconditional in all
respects and sufficient acceptances are received, Medco Global
intends to: (i) request the London Stock Exchange to cancel trading
in Ophir Shares on the Main Market of the London Stock Exchange;
(ii) exercise its rights to apply the provisions of Chapter 3 of
Part 28 of the Companies Act 2006 to acquire compulsorily the
remaining Ophir Shares in respect of which the Takeover Offer has
not been accepted; and (iii) as soon as practicable thereafter,
re-register Ophir as a private limited company.
10.2 Re-registration as a private limited company
It is intended that Ophir be re-registered as a private limited
company as soon as practicable after the Effective Date.
11. Financing the Acquisition
The cash consideration payable under the terms of the
Acquisition (together with costs and expenses payable in connection
with the Acquisition) will be funded by the proceeds of a credit
agreement entered into by Medco Global for the purposes of the
Acquisition with and arranged by Standard Chartered Bank and from
Medco's and Medco Global's existing cash resources. Medco Global
has put in place USD to GBP hedges for the purposes of satisfying
its obligations to Ophir Shareholders in connection with the
Acquisition.
Standard Chartered Bank, financial adviser to Medco and Medco
Global, is satisfied that sufficient resources are available to
Medco Global to satisfy the full cash consideration payable to the
Scheme Shareholders under the terms of the Acquisition.
Medco has access to multiple sources of funding as an
established issuer both in Indonesian and international capital
markets with strong bilateral relationships with numerous
Indonesian and international banks. Medco understands and has plans
in place to honour the Ophir commitments under its existing debt
and capital market facilities.
Further information on the financing of the Acquisition will be
set out in the Scheme Document.
12. Financial effects of the Acquisition on Medco
The Acquisition would result in the earnings, assets and
liabilities of the Medco Group incorporating the consolidated
earnings, assets and liabilities of Ophir. Medco's consolidated
earnings, assets and liabilities would therefore be altered
accordingly. In addition, Medco's consolidated liabilities would
also be increased to reflect the borrowings incurred to fund the
Acquisition (plus any related accrued interest payable). Details of
the financing of the Acquisition are set out in paragraph 11 of
this Announcement. As it would acquire Ophir pursuant to the
Acquisition, Medco Global's financial results and position would
also be subject to equivalent alterations.
Based on its unaudited condensed consolidated interim financial
statements for the six months ended 30 June 2018, Ophir generated
consolidated revenue of approximately US$102 million and an
operating loss of approximately US$333 million. Based on those same
financial statements, as at 30 June 2018, Ophir had consolidated
assets of approximately US$1,615 million and consolidated
liabilities of approximately US$528 million.
Medco expects the Acquisition of Ophir to be immediately
accretive in the first full year following completion of the
Acquisition to Medco's EBITDA and net income, excluding one-time
transaction related expenses, and the pro forma net debt to EBITDA
ratio following the Acquisition not to be materially different to
Medco's current net debt to EBITDA target ratio. Additionally,
Medco believes that the additional geographical diversity provided
by the Acquisition will have a positive impact on Medco's risk
profile and so improve third party assessments of its credit
position.
13. Ophir Share Schemes
The Acquisition will extend to any Ophir Shares unconditionally
allotted or issued and fully paid on or prior to the Scheme Record
Time: (i) pursuant to the exercise of options under any of the
Ophir Share Schemes; or (ii) as a result of the vesting of awards
pursuant to the Ophir Share Schemes.
To the extent that such options or awards have not been
exercised or vested, participants in the Ophir Share Schemes will
be written to separately and, if required, appropriate proposals
will be made to such participants in due course.
14. Acquisition related arrangements
14.1 Confidentiality Agreement
Medco and Ophir entered into the Confidentiality Agreement dated
on 19 November 2018 pursuant to which each of Medco and Ophir
agreed, among other things: (i) not to take certain actions in
connection with the Acquisition prior to 23:59 on 31 December 2018;
and (ii) to keep confidential information about the other party and
not to disclose it to third parties (other than permitted
recipients) unless required by law or regulation.
These confidentiality obligations will remain in force for a
period of two years from the date of the Confidentiality
Agreement.
14.2 Co-operation Agreement
Medco, Medco Global and Ophir have entered into the Co-operation
Agreement dated 30 January 2019, pursuant to which: (i) Medco,
Medco Global and Ophir have agreed to certain undertakings to
co-operate to secure the regulatory clearances and authorisations
in connection with certain Conditions; (ii) Ophir has confirmed
certain matters relating to the Ophir Share Schemes and certain
other existing employee incentivisation arrangements; and (iii)
Medco has given certain undertakings in respect of Ophir Group
employees (including as set out in paragraph 8.2 above).
The Co-operation Agreement also records the intention to
implement the Acquisition by way of the Scheme (for which purposes,
Medco agrees to provide Ophir with certain information for
inclusion in the Scheme Document, together with assistance and
access in connection with its preparation), subject to Medco Global
having the right to implement the Acquisition by way of a Takeover
Offer in certain circumstances.
The Co-operation Agreement shall be terminated with immediate
effect, inter alia, if: (i) the parties agree in writing; (ii) the
Acquisition, with the permission of the Takeover Panel, is
withdrawn or lapses in accordance with its terms (other than in
certain limited circumstances); or (iii) Ophir board withdraws its
recommendation for the Scheme and Medco provides written notice to
Ophir.
15. Disclosure of interests in Ophir
As at the close of business on 29 January 2019 (being the last
Business Day prior to the date of this Announcement), save for the
Irrevocable Undertakings, none of Medco, Medco Global or any of
their directors or, so far as the boards of Medco and Medco Global
are aware, any person acting, or deemed to be acting, in concert
with Medco or Medco Global:
(a) had an interest in, or right to subscribe for, relevant securities of Ophir;
(b) had any short position in (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, relevant securities of Ophir;
(c) had procured an irrevocable commitment or letter of intent
to accept the terms of Acquisition in respect of relevant
securities of Ophir; or
(d) had borrowed or lent any Ophir Shares.
Furthermore, save for the Irrevocable Undertakings, no
arrangement exists between: (i) Medco or any of its associates; and
(ii) Ophir, in relation to Ophir Shares. For these purposes, an
"arrangement" includes any indemnity or option arrangement, any
agreement or any understanding, formal or informal, of whatever
nature, relating to Ophir Shares which may be an inducement to deal
or refrain from dealing in such securities.
16. Irrevocable Undertakings from Ophir Directors
Each of the Ophir Directors who hold beneficial interests in
Ophir Shares have irrevocably undertaken to vote (or to procure, or
to use reasonable endeavours to procure, the vote) in favour of the
Scheme at the Court Meeting and the Resolution(s) relating to the
Acquisition at the General Meeting (or in the event that the
Acquisition is implemented by way of an Offer, to accept the Offer)
in respect of all of the Ophir Shares of which they are the
respective beneficial holders, totalling 984,271 Ophir Shares,
representing in aggregate approximately 0.14 per cent. of Ophir's
issued share capital as at the close of business on 29 January 2019
(being the last Business Day prior to the date of this
Announcement).
These Irrevocable Undertakings remain binding if a higher
competing offer for Ophir is made, but will cease to be binding:
(i) if the Acquisition is not completed on or prior to the Long
Stop Date; or (ii) if the Scheme or, if applicable, the Offer
lapses or is withdrawn in accordance with its terms and no new,
revised or replacement Scheme or Offer is or has been announced by
Medco in accordance with Rule 2.7 of the Code at the same time.
17. Overseas shareholders
The distribution of this Announcement to, and the availability
of the Acquisition to, persons who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction.
Such persons should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdiction.
Ophir Shareholders who are in any doubt regarding such matters
should consult an appropriate independent professional adviser in
the relevant jurisdiction without delay.
Further details in relation to overseas Ophir Shareholders will
be contained in the Scheme Document.
18. Documents on website
A copy of the following documents will, by no later than 12 noon
(GMT) on the first Business Day after the date of this
Announcement, be published on Ophir's website at
www.ophir-energy.com/information-re-possible-offer/ and Medco's
website at www.medcoenergi.com:
(a) a copy of this Announcement;
(b) Medco Global's financing arrangements in connection with the
Acquisition as referred to in paragraph 11 above;
(c) the Confidentiality Agreement referred to in paragraph 14 above;
(d) the Co-operation Agreement referred to in paragraph 14 above; and
(e) the Irrevocable Undertakings referred to in paragraph 16 above.
Neither the contents of the websites or any other websites
accessible from hyperlinks on such websites are incorporated into,
or form any part of, this Announcement.
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 +65 6876 0888
Manny Chohhan / Alessandro Ceresa / James McKay +44 (0) 20 7885 8888
Peel Hunt LLP - Broker to Medco and Medco Global
Michael Nicholson / Richard Crichton / Charles Batten +44 (0) 20 7418 8900
Tulchan Communications - Public Relations Adviser to Medco and
Medco Global
Martin Robinson / Martin Pengelley / Harry Cameron +44 (0) 20 7353 4200
Angela Campbell-Noë / Chong Yap Tok +65 6222 3765 / +65 8200 5915
MedcoEnergi@tulchangroup.com
Sidley Austin LLP are retained as English law legal adviser to
Medco and Medco Global in relation to the Acquisition.
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 +44 (0) 20 7425 8000
Lambert Energy Advisory - Financial Adviser
to Ophir
Philip Lambert / David Anderson +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
Linklaters LLP are retained as English law legal adviser to
Ophir in relation to the Acquisition.
Important Notices
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 and Medco
Global and for no one else in connection with the matters set out
in this Announcement and the Acquisition and will not be
responsible to anyone other than Medco and Medco Global for
providing the protections afforded to clients of Standard Chartered
Bank nor for providing advice in relation to the Acquisition or any
matters set out in this Announcement. Neither Standard Chartered
Bank 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 Standard Chartered
Bank in connection with this Announcement, any statement contained
herein or otherwise.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Medco and Medco Global and for no one else in connection with
the matters set out in this Announcement and will not regard any
other person as its client in relation to the matters referred to
in this Announcement and the Offer and will not be responsible to
anyone other than Medco and Medco Global for providing the
protections afforded to its clients or for providing advice in
relation to the Acquisition or any other matter or arrangement
referred to in this Announcement.
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.
Lambert Energy Advisory Limited ("Lambert Energy Advisory"),
which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for Ophir and
no-one else in connection with the Offer and will not be
responsible to anyone other than Ophir for providing the
protections afforded to clients of Lambert Energy Advisory nor for
providing advice in relation to the Offer or any other matters
referred to in this Announcement.
Investec Bank plc ("Investec") 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 exclusively for Ophir and no one else in
connection with the subject matter of this Announcement and will
not be responsible to anyone other than Ophir for providing the
protections afforded to clients of Investec nor for giving advice
in relation to the subject matter of this Announcement or any other
matter or arrangement referred to in this Announcement.
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer to
sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise.
The Acquisition will be made solely pursuant to the terms of the
Scheme Document (or, if applicable, the Takeover Offer Document),
which will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Acquisition. Any decision in respect of, or other response to, the
Acquisition should be made only on the basis of the information
contained in the Scheme Document (or, if applicable, the Takeover
Offer Document).
This Announcement has been prepared for the purpose of complying
with English law and the Takeover 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 terms of jurisdictions outside England and Wales.
Ophir shall prepare the Scheme Document to be distributed to
Ophir Shareholders. Ophir, Medco and Medco Global urge Ophir
Shareholders to read the Scheme Document when it becomes available
because it shall contain important information relating to the
Acquisition.
No person has been authorised to make any representations on
behalf of Ophir or Medco or Medco Global concerning the Scheme or
the Acquisition which are inconsistent with the statements
contained herein, and any such representations, if made, may not be
relied upon as having been so authorised.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
No person should construe the contents of this Announcement as
legal, financial or tax advice and any interested person should
consult its own advisers in connection with such matters.
Overseas Shareholders
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements.
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 United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements.
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 United Kingdom to
Schemes of Arrangement, which differ from those applicable in the
United States to tender offers or proxy solicitations under the
Exchange Act.
If, however, 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 the
United States, including any applicable exemptions available under
the Exchange Act. Such a Takeover Offer would be made in the United
States by Medco Global and no one else.
In accordance with normal United Kingdom practice, Medco Global
or its nominees, or its brokers (acting as agents), may from time
to time make certain purchases of, or arrangements to purchase,
shares or other securities of Ophir outside of the US, other than
pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes Effective, lapses or is otherwise
withdrawn. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases or arrangements to purchase
shall be disclosed as required in the UK, shall be reported to a
Regulatory Information Service and shall be available on the London
Stock Exchange website at www.londonstockexchange.com.
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 United States federal income tax purposes. Each
Ophir Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them, including under applicable
United States state and local, as well as overseas and other, tax
laws.
Financial information included (or incorporated by reference) in
this Announcement and the Scheme Document in relation to Ophir has
been or will have been prepared in accordance with accounting
standards applicable in the United Kingdom that may not be
comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
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 the United States. US holders of Ophir
Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the US securities
laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's judgement.
Forward-looking statements
This Announcement, including information included or
incorporated by reference in this Announcement, oral statements
made regarding the Acquisition, and other information published by
Ophir, Medco, Medco Global or any member of the Medco Group contain
statements which are, or may be deemed to be "forward-looking
statements".
Such forward-looking statements are prospective in nature and
are not based on historical facts, but rather on current
expectations and on numerous assumptions regarding the business
strategies and the environment in which Ophir, Medco, Medco Global
or the Enlarged Group shall operate in the future and are subject
to risks and uncertainties that could cause actual results to
differ materially from those expressed or implied by those
statements.
The forward-looking statements contained in this Announcement
relate to Ophir, Medco, Medco Global, any member of the Medco Group
or the Enlarged Group's future prospects, developments and business
strategies, the expected timing and scope of the Acquisition and
other statements other than historical facts. In some cases, these
forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "believes",
"estimates", "will look to", "would look to", "plans", "prepares",
"anticipates", "expects", "is expected to", "is subject to",
"budget", "scheduled", "forecasts", "synergy", "strategy", "goal",
"cost-saving", "projects", "intends", "may", "will", "shall" or
"should" or their negatives or other variations or comparable
terminology.
Forward-looking statements may include statements relating to
the following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
Ophir, Medco, Medco Global, any member of the Medco Group or the
Ophir Group's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of global economic conditions
and governmental regulation on Ophir's, Medco's, Medco Global's,
any member of the Medco Group's or the Ophir Group's business. By
their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that shall occur in the future. These events and
circumstances include changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates and future
business combinations or disposals. If any one or more of these
risks or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking
statements should therefore be construed in the light of such
factors.
These statements are based on assumptions and assessments made
by Ophir and/or Medco and/or Medco Global in the light of their
experience and their perception of historical trends, current
conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. The factors described
in the context of such forward-looking statements in this
Announcement could cause actual results and developments to differ
materially from those expressed in or implied by such
forward-looking statements.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and
persons reading this Announcement are therefore cautioned not to
place undue reliance on these forward-looking statements which
speak only as at the date of this Announcement. Specifically,
statements of estimated cost savings and synergies relate to future
actions and circumstances which, by their nature involve, risks,
uncertainties and contingencies. As a result, any cost savings and
synergies referred to may not be achieved, may be achieved later or
sooner than estimated, or those achieved could be materially
different from those estimated. Due to the scale of the Enlarged
Group, there may be additional changes to the Enlarged Group's
operations. As a result, and given the fact that the changes relate
to the future, the resulting cost synergies may be materially
greater or less than those estimated.
The forward-looking statements speak only at the date of this
Announcement. All subsequent oral or written forward-looking
statements attributable to any member of the Medco Group or the
Ophir Group, or any of their respective associates, directors,
officers, employees or advisers, are expressly qualified in their
entirety by the cautionary statement above.
Neither the Medco Group nor the Ophir Group, nor any of their
respective associates or directors, officers, employees, managers,
agents, representatives, partners, members, consultants or
advisers: (i) provide any representation, warranty, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements will actually occur; nor (ii) assume
any obligation to, and do not intend to, revise or update these
forward-looking statements (whether as a result of new information,
future events or otherwise), except as required pursuant to
applicable law or by the rules of any competent authority.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per ordinary share for Ophir or Medco for the current or
future financial years would necessarily match or exceed the
historical published earnings or earnings per ordinary share for
Ophir or Medco.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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 p.m. on the 10th business day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. 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 per cent. 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 p.m. 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 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. You should contact the Takeover Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as
to whether you are required to make an Opening Position Disclosure
or a Dealing Disclosure.
Information relating to Ophir Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Ophir Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Ophir may be provided to Medco and Medco Global
during the Offer Period as requested under Section 4 of Appendix 4
of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.
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-possible-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 UK). Lines are open from 8.30 a.m. to
5.30 p.m. (UK time), Monday to Friday (excluding English and Welsh
public holidays). Calls to the helpline from outside the UK will be
charged at the applicable international rate. Please note that
calls may be recorded and randomly monitored for security and
training purposes. Please note that Equiniti Limited cannot provide
advice on the merits of the possible offer nor give financial, tax,
investment or legal advice. If you have received this Announcement
in electronic form, copies of this Announcement and any document or
information incorporated by reference into this document will not
be provided unless such a request is made. Ophir Shareholders may
also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition
should be in hard copy form.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
APPIX I
Part A: Conditions
The Acquisition will be conditional upon the Scheme becoming
unconditional and Effective, subject to the Takeover Code, by no
later than the Long Stop Date.
1. Scheme approval
The Scheme will be conditional upon:
(a) the approval of the Scheme by a majority in number
representing at least 75 per cent. of the voting rights of the
Ophir Shareholders who are present and vote (and who are on the
register of Ophir at the Voting Record Time and entitled to vote),
either in person or by proxy, at the Court Meeting;
(b) such Court Meeting being held on or before the 22nd day
after the expected date for the Court Meeting to be set out in the
Scheme Document in due course (or such later date, if any, as may
be agreed by Medco Global and Ophir with the consent of the
Takeover Panel, and, if required, the Court may allow);
(c) the Resolution(s) as set out in the notice of the General
Meeting in the Scheme Document, being duly passed by the requisite
majority at the General Meeting and not subsequently being
revoked;
(d) the General Meeting being held on or before the 22nd day
after the expected date for the General Meeting to be set out in
the Scheme Document (or such later date, if any, as may be agreed
by Medco Global and Ophir with the consent of the Takeover Panel,
and, if required, the Court may allow);
(e) the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms
acceptable to Medco Global and Ophir) and the delivery of an office
copy of the Scheme Court Order being delivered to Companies House
for registration; and
(f) the Court Hearing having taken place on or before the 42nd
day after the expected date of the Court Hearing to be set out in
the Scheme Document (or such later date, if any, as may be agreed
by Medco Global and Ophir with the consent of the Takeover Panel,
and, if required, the Court may allow).
2. Other conditions
In addition, subject to the requirements of the Takeover Panel
and the Takeover Code, the Acquisition will also be conditional
upon the following Conditions, and, accordingly, the necessary
actions to make the Scheme Effective will not be taken unless such
Conditions have been satisfied (and continue to be satisfied
pending the commencement of the Scheme Court Hearing) or, if
capable of waiver, are waived by Medco Global:
Specific regulatory approvals
(a) Ophir's interest in the "Block B8/38" concession (the
"Interest") not being terminated, cancelled or revoked and not
being subject to any requirement to sell (in circumstances that are
likely to lead to a material loss of value) and no other steps
having been taken that impose or might reasonably be expected to
impose any material limitation on, or result or might reasonably be
expected to result in a material delay in, the ability of any
member of the Wider Medco Group directly or indirectly to acquire,
hold or exercise effectively all or a material portion of the
rights held by Ophir in respect of the Interest, and no notice or
communication having been received from any Third Party of, or of
an intention to implement, such termination, cancellation,
revocation, requirement to sell or such other steps, in any such
case in respect of all or substantially all of the Interest and
which has not been withdrawn, cancelled or successfully
appealed;
(b) the Minister for Energy of Tanzania having approved the
instrument indirectly transferring or assigning Ophir's equitable
interest in the production sharing agreement in relation to Block 1
and Block 4 pursuant to the Acquisition for the purposes of section
86(1) of the Petroleum Act of Tanzania;
(c) the Fair Competition Commission of Tanzania having either:
(i) provided a determination in terms and in a form reasonably
satisfactory to Medco Global that no investigation for the purposes
of the Fair Competition Act, 2003 and the Fair Competition
Commission Procedure Rules 2013 (together, the "Competition Laws")
is required in respect of the Acquisition ("Investigation"); or
(ii) approved the Acquisition for the purposes of the Competition
Laws, in terms and in a form reasonably satisfactory to Medco
Global or on unconditional terms following the completion of an
Investigation; or (iii) the 14 day time period specified in the
Competition Laws having expired without the Fair Competition
Commission of Tanzania having notified Medco Global that it intends
to examine the Acquisition;
General Antitrust and Regulatory
(d) other than in relation to the matters referred to in
Conditions 2(a), 2(b) and 2(c), no antitrust regulator or other
Third Party having decided to take, institute, implement, threaten
or withdraw any action, proceeding, suit, investigation, enquiry or
reference, or enacted, made or proposed any statute, regulation,
decision or order, or having taken any other steps, and there not
continuing to be outstanding any statute, regulation or order of
any Third Party, in each case which would or might reasonably be
expected (to an extent or in a manner which is material and adverse
in the context of the Acquisition) to:
(i) require, prevent or materially delay the divestiture, or
materially alter the terms of any proposed divestiture by any
member of the Wider Medco Group or by Ophir or any other member of
the Wider Ophir Group of all or any portion of their respective
businesses, assets or properties or impose any limitation on the
ability of any of them to conduct their respective businesses (or
any of them) or to own, control or manage any of their respective
assets or properties or any part thereof;
(ii) except pursuant to Chapter 3 of Part 28 of the Companies
Act 2006, require, prevent or delay the divestiture by any member
of the Wider Medco Group of any shares or other securities (or the
equivalent) in any member of the Wider Medco Group or any member of
the Wider Ophir Group;
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Medco Group
directly or indirectly to (A) acquire or to hold or to exercise
effectively any rights of ownership in respect of shares or loans
or securities convertible into shares or any other securities (or
the equivalent) in any member of the Wider Ophir Group or any
member of the Wider Medco Group or (B) to hold or exercise
effectively all or any rights of ownership in respect of shares or
other securities (or the equivalent) in, or to exercise voting or
management control over, any member of the Wider Ophir Group or any
member of the Wider Medco Group;
(iv) otherwise materially and adversely affect any or all of the
business, assets, liabilities, financial or trading position,
profits, operational performance or prospects of any member of the
Wider Medco Group or of any member of the Wider Ophir Group;
(v) make the Acquisition or its implementation by Medco Global
or any member of the Wider Medco Group of any shares or other
securities in, or control or management of, Ophir void, illegal,
and/or unenforceable under the laws of any relevant jurisdiction,
or otherwise, directly or indirectly, materially restrain,
restrict, prohibit, prevent, delay, impede or otherwise interfere
with the implementation thereof, or require material amendment or
impose additional material conditions or obligations with respect
thereto, or otherwise materially challenge, or interfere with the
Acquisition or its implementation by Medco Global or any member of
the Wider Medco Group of any shares or other securities in, or
control or management of, Ophir;
(vi) other than pursuant to the implementation of the
Acquisition, require any member of the Wider Medco Group or the
Wider Ophir Group to acquire, or to offer to acquire, any shares or
other securities (or the equivalent) or interest in any member of
the Wider Ophir Group owned by any Third Party; or
(vii) impose any material limitation on the ability of any
member of the Wider Medco Group or the Wider Ophir Group to conduct
its business or integrate or co-ordinate its business, or any part
of it, with the businesses or any part of the businesses of any
other member of the Wider Medco Group or the Wider Ophir Group,
and all applicable waiting and other time periods (including any
extensions thereof) during which any such Third Party could take,
institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or any other step under the
laws of any jurisdiction in respect of the Acquisition of any
shares or other securities in, or control or management of, Ophir
or otherwise intervene having expired, lapsed or been
terminated;
(e) other than in relation to the matters referred to in
Conditions 2(a) to 2(c) all material notifications, notices,
filings or applications in connection with the Acquisition or any
aspect of the Acquisition or its financing that are reasonably
considered necessary by Medco Global having been made and all
authorisations, orders, grants, consents, clearances, licences,
confirmations, permissions and approvals which are reasonably
considered necessary by Medco Global ("Authorisations"), in any
jurisdiction, for and in respect of the Acquisition or any aspect
of the Acquisition or its financing, or the acquisition or proposed
acquisition by any member of the Wider Medco Group of any shares or
other securities in, or control or management of, Ophir or any
other member of the Wider Ophir Group by any member of the Medco
Group having been obtained in terms and in a form reasonably
satisfactory to Medco Global from all appropriate Third Parties or,
without limitation, persons or bodies with whom any member of the
Wider Ophir Group or of the Wider Medco Group has entered into
contractual arrangements, and all such Authorisations together with
all authorisations, orders, grants, consents, clearances, licences,
confirmations, permissions and approvals necessary or appropriate
for any member of the Wider Ophir Group or of the Wider Medco Group
to carry on its business (the "Business Authorisations") remaining
in full force and effect (where the absence of such Authorisations
or Business Authorisations would be material and adverse in the
context of the Acquisition) and all filings necessary for such
purpose having been made and there being no notice or intimation of
any intention to revoke, suspend, restrict, materially adversely
modify or not to renew any of the same at the time at which the
Acquisition becomes otherwise unconditional and all necessary
statutory or regulatory obligations in any jurisdiction having been
complied with by the Wider Ophir Group;
Confirmation of absence of adverse circumstances
(f) except as Publicly Announced or fairly disclosed in
Disclosed Information, there being no provision of any agreement,
arrangement, licence, permit or other instrument to which any
member of the Wider Ophir Group is a party or by or to which any
such member or any of its assets is or may be bound, entitled or
subject, which in each case as a consequence of the Acquisition of
any shares or other securities in Ophir or because of a change in
the control or management of Ophir, could or might reasonably be
expected to result in (to an extent or in a manner which is
material and adverse in the context of the Acquisition or would
have a material and adverse effect on the Wider Ophir Group as a
whole):
(i) any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests or
business of any member of the Wider Ophir Group thereunder, or
interests or business of any such member in or with any other
person, firm, company or body (or any arrangements to which any
such member is a party relating to any such interests or business),
being or becoming capable of being terminated, modified, amended,
relinquished or adversely affected or any other obligation or
liability arising or any action being taken or arising
thereunder;
(ii) the rights, liabilities, obligations or interests of any
member of the Wider Ophir Group under any such agreement,
arrangement, licence, permit or instrument or the interests or
business of any such member in or with, any person, firm, company
or body (or any arrangement or arrangements relating to any such
interests or business) being terminated, adversely modified or
adversely affected or any onerous obligation or liability arising
or any adverse action being taken thereunder;
(iii) any material asset owned or used by any member of the
Wider Ophir Group, or any interest in such asset, being or falling
to be disposed of or charged or ceasing to be available to any
member of the Wider Ophir Group or any right arising under which
any such asset or interest could be required to be disposed of or
charged (other than in the ordinary and usual course of business)
or cease to be available to any member of the Wider Ophir
Group;
(iv) the creation (other than liens arising by operation of law
in the ordinary and usual course of business) or enforcement of any
mortgage, charge or other security interest over the whole or any
part of the business, property, assets or interest of any member of
the Wider Ophir Group or any such mortgage, charge or other
security (whenever created, arising or having arisen) becoming
enforceable or being capable of being enforced;
(v) the value of any member of the Wider Ophir Group or its
financial or trading position or prospects being prejudiced or
adversely affected;
(vi) any member of the Wider Ophir Group ceasing to be able to
carry on business under any name under which it at present carries
on business;
(vii) the creation or acceleration of any liability (actual or
contingent) by any member of the Wider Ophir Group other than trade
creditors or other liabilities incurred in the ordinary course of
business;
(viii) except as agreed by Medco Global and Ophir, any liability
of any member of the Wider Ophir Group to make any severance,
termination, bonus or other payment to any of its directors or
other officers;
(ix) any requirement on any member of the Wider Ophir Group to
acquire, subscribe or pay up any shares or other securities; or
(x) any monies borrowed by or any other indebtedness (actual or
contingent) of, or any grant available to any member of the Wider
Ophir Group, being or becoming repayable or capable of being
declared repayable immediately or prior to its or their stated
maturity date or repayment date, or the ability of such member of
the Wider Ophir Group to borrow monies or incur any indebtedness
becoming or being withdrawn or inhibited or being capable of
becoming or being withdrawn or inhibited,
and no event having occurred which, under any provision of any
agreement, arrangement, licence, permit or other instrument to
which any member of the Wider Ophir Group is a party or by or to
which any such member or any of its assets may be bound, entitled
or subject, could reasonably be expected to result in any of the
events or circumstances as are referred to in sub-paragraphs (i) to
(x) of this Condition;
No material transactions, claims or changes in the conduct of
the Ophir Group
(g) since 30 June 2018 and except as Publicly Announced or
fairly disclosed in Disclosed Information, no member of the Wider
Ophir Group having:
(i) save as between Ophir and wholly-owned subsidiaries of Ophir
or for Ophir Shares required to be issued or transferred out of
treasury pursuant to the award of Ophir Shares in the ordinary
course under the Ophir Share Schemes, issued, agreed to issue,
authorised or proposed the issue of additional shares of any class,
or of securities convertible into or exchangeable for, or rights,
warrants or options to subscribe for or acquire, any such shares or
convertible securities or transferred or sold or agreed to sell or
authorised or proposed the transfer or sale of Ophir Shares out of
treasury or redeemed, purchased or repaid any of its own shares or
other securities or reduced or made any other change to any part of
its share capital other than pursuant to the implementation of the
Acquisition;
(ii) other than to another member of the Ophir Group,
recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution
whether payable in cash or otherwise;
(iii) save for transactions between Ophir and wholly-owned
subsidiaries of Ophir or between wholly-owned subsidiaries of Ophir
or pursuant to the Acquisition, implemented, effected, authorised
or proposed or announced its intention to implement, effect,
authorise or propose any merger, demerger, or acquisition of any
body corporate or acquisition, disposal, transfer, mortgage, charge
or creation of any security interest over any assets or any right,
title or interest in any asset (including shares or loan capital
(or the equivalent thereof) in any undertaking or undertakings and
further including trade investments) (which, in the case of any
transfer, mortgage, charge or security interest, is other than in
the ordinary course of business) in any such case which is material
in the context of the Wider Ophir Group taken as a whole or in the
context of the Acquisition;
(iv) save for transactions between members of the Ophir Group in
the ordinary course of business, made or authorised or proposed or
announced an intention to propose any change in its loan capital in
any such case which is material in the context of the Wider Ophir
Group taken as a whole or in the context of the Acquisition;
(v) issued, authorised, proposed the issue of or made any change
in or to the terms of any debentures or (save for trade credit
incurred in the ordinary course of business or for transactions
between members of the Ophir Group) incurred or increased any
indebtedness or become or agreed to become subject to any liability
(actual or contingent) in any such case which is material in the
context of the Wider Ophir Group taken as a whole or in the context
of the Acquisition;
(vi) implemented, or authorised, proposed or announced its
intention to implement, any reconstruction, amalgamation, scheme,
commitment or other transaction or arrangement in respect of any
member of the Wider Ophir Group otherwise than in respect of the
Acquisition or in the ordinary course of business and in any such
case which is material in the context of the Wider Ophir Group
taken as a whole or in the context of the Acquisition;
(vii) entered into or varied or authorised or terminated,
proposed or announced its intention to enter into, vary or
terminate any contract, transaction, arrangement or commitment
(whether in respect of capital expenditure or otherwise) which is
of a long term, onerous or unusual nature or magnitude or which is
or could be materially restrictive on the businesses of any member
of the Wider Ophir Group or the Wider Medco Group (other than in
the ordinary course of business) and which is material in the
context of the Wider Ophir Group taken as a whole;
(viii) other than in respect of a member which is dormant and
was solvent at the relevant time, taken any corporate action or had
any legal proceedings instituted or threatened against it or
petition presented or order made for its winding-up (voluntary or
otherwise), dissolution or reorganisation or for the appointment of
a receiver, administrative receiver, administrator, trustee or
similar officer of all or any of its assets or revenues or any
analogous proceedings in any jurisdiction or had any such person
appointed in any such case which is material in the context of the
Wider Ophir Group taken as a whole or in the context of the
Acquisition;
(ix) been unable or admitted in writing that it is unable to pay
its debts as they fall due or having stopped or suspended (or
threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease carrying on all or a substantial part
of its business or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness in any such case which is material in the context of
the Wider Ophir Group taken as a whole or in the context of the
Acquisition;
(x) waived, compromised or settled any claim otherwise than in
the ordinary course of business which is material in the context of
the Wider Ophir Group taken as a whole;
(xi) in respect of Ophir and wholly-owned subsidiaries of Ophir,
made any material alteration to its memorandum or articles of
association or other incorporation documents (in each case, other
than an alteration in connection with the Scheme) except as
disclosed on publicly available registers;
(xii) other than in accordance with the terms of the Acquisition
or as agreed by Medco Global, proposed, agreed to provide or
modified the terms of any employee share scheme, incentive scheme
or other benefit relating to the employment or termination of
employment of any person employed by the Wider Ophir Group or
entered into or materially changed the terms of any contract with
any director or senior executive;
(xiii) entered into, implemented or authorised the entry into,
any joint venture, asset or profit sharing arrangement, partnership
or merger of business or corporate entities in any such case which
is material in the context of the Wider Ophir Group taken as a
whole or in the context of the Acquisition;
(xiv) taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Takeover Panel or
the approval of Ophir Shareholders in general meeting in accordance
with, or as contemplated by, Rule 21.1 of the Takeover Code; or
(xv) entered into any contract, commitment, arrangement or
agreement otherwise than in the ordinary course of business or
passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced any intention to, or to
propose to, effect any of the transactions, matters or events
referred to in this Condition;
No material adverse change
(h) since 30 June 2018 and save as Publicly Announced or fairly
disclosed in Disclosed Information:
(i) no material adverse change or deterioration having occurred
(or circumstances having arisen which would or might be expected to
result in any adverse change or deterioration) in the business,
assets, liabilities, financial or trading position or profits,
operational performance or prospects of any member of the Wider
Ophir Group;
(ii) no agreement or arrangement between any member of the Wider
Ophir Group and any other person having been terminated or varied
in a manner which would or might reasonably be expected to have a
material adverse effect on the financial position of the Wider
Ophir Group taken as a whole;
(iii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Ophir
Group is or may become a party (whether as a plaintiff, defendant
or otherwise) and no investigation by any Third Party against or in
respect of any member of the Wider Ophir Group having been
instituted, announced, implemented or threatened by or against or
remaining outstanding in respect of any member of the Wider Ophir
Group;
(iv) no enquiry, review or investigation by, or complaint or
reference to, any Third Party having been threatened in writing,
announced, implemented or instituted by or against or remaining
outstanding against or in respect of any member of the Wider Ophir
Group;
(v) no contingent or other material liability in respect of any
member of the Wider Ophir Group having arisen or become apparent to
Medco Global or increased that might reasonably be likely to
adversely affect any member of the Wider Ophir Group that is
material in the context of the Wider Ophir Group taken as a
whole;
(vi) no amendment or termination of any joint venture or
partnership to which any member of the Wider Ophir Group is a party
having been agreed or permitted; and
(vii) no steps having been taken which are likely to result in
the withdrawal, cancellation, termination or modification of any
licence held by any member of the Wider Ophir Group which is
necessary for the proper carrying on of its business,
in each case, to an extent or in a manner which is material in
the context of the Acquisition or which has had, or would or might
reasonably be expected to have, a material and adverse effect on
the Wider Ophir Group, taken as a whole;
(i) except as Publicly Announced or fairly disclosed in
Disclosed Information, Medco Global not having discovered:
(i) that any financial, business or other information concerning
the Wider Ophir Group as contained in the information publicly
disclosed at any time by or on behalf of any member of the Wider
Ophir Group, is misleading or contains any material
misrepresentation of fact or omits to state a fact necessary to
make that information not misleading;
(ii) that any member of the Wider Ophir Group is subject to any
liability (actual or contingent) which is not disclosed in Ophir's
annual report for the financial year ended 31 December 2017 or the
interim report for the six months ended 30 June 2017;
(iii) that any member of the Wider Ophir Group, partnership,
company or other entity in which any member of the Wider Ophir
Group has a significant economic interest and which is not a
subsidiary undertaking of Ophir is subject to any liability
(contingent or otherwise) which is not disclosed in Ophir's 2017
Annual Report; or
(iv) any information which affects the import of any information
disclosed in writing at any time by or on behalf of any member of
the Ophir Group to any member of the Wider Medco Group or its
advisers,
in each case to an extent or in a manner which is material in
the context of the Acquisition or material in the context of the
Wider Ophir Group, taken as a whole;
Other issues
(j) except as Publicly Announced or fairly disclosed in
Disclosed Information, Medco Global not having discovered that:
(i) any member of the Wider Ophir Group has failed to comply in
any material respect with any or all applicable legislation or
regulation, of any jurisdiction, with regard to the disposal,
spillage, release, discharge, leak or emission of any waste or
hazardous substance or any substance likely to impair the
environment or harm human health or animal health or otherwise
relating to environmental matters and which non-compliance would
likely give rise to any material liability (actual or contingent),
or that there has otherwise been any such disposal, spillage,
release, discharge, leak or emission (whether or not the same
constituted a non-compliance by any person with any such
legislation or regulations, and wherever the same may have taken
place) any of which disposal, spillage, release, discharge, leak or
emission would be likely to give rise to any material liability
(actual or contingent) on the part of any member of the Wider Ophir
Group which, in each case, is material in the context of the Wider
Ophir Group, taken as a whole;
(ii) there is, or is likely to be, any material liability
(actual or contingent) of any past or present member of the Wider
Ophir Group to make good, repair, reinstate or clean up any
property or any controlled waters now or previously owned,
occupied, operated or made use of or controlled by any such past or
present member of the Wider Ophir Group, under any environmental
legislation, regulation, notice, circular or order of any Third
Party in any jurisdiction or to contribute to the cost thereof or
associated therewith or indemnify any person in relation thereto
which, in each case, is material in the context of the Wider Ophir
Group, taken as a whole;
(iii) there are inadequate procedures in place to prevent
persons associated with the Wider Ophir Group from engaging in any
activity, practice or conduct which would constitute an offence
under the Bribery Act 2010, as amended or any other applicable
anti-corruption legislation;
(iv) there has been any contravention by any member of the Wider
Ophir Group or any persons associated with, or performing services
on behalf of, the Wider Ophir Group, of the Bribery Act 2010, as
amended or any other applicable anti-corruption legislation;
(v) to an extent which is material in the context of the Wider
Ophir Group taken as a whole, any asset of any member of the Wider
Ophir Group constitutes criminal property as defined by section
340(3) of the Proceeds of Crime Act 2002 (but disregarding
paragraph (b) of that definition); or
(vi) there is, or is likely to be or expected to be, or there has been, any:
(i) claim brought against any member of the Wider Ophir Group by
a person or class of persons in respect of;
(ii) circumstances that exist whereby a person or class of
persons would be likely to have a claim in respect of; or
(iii) liability (actual or contingent) of any member of the
Wider Ophir Group as a result of or relating to,
any material, chemical, product or process of manufacture or
materials now or previously held, used, sold, manufactured, carried
out or under development, exploration or research by any past or
present member of the Wider Ophir Group where such claim or
liability is or could reasonably be expected to be material in the
context of the Wider Ophir Group, taken as a whole; and
(k) any past or present member of the Wider Ophir Group having
engaged in any business with or made any investments in, or made
any payments to, (i) any government, entity or individual with
which US or European Union persons are prohibited from engaging in
activities or doing business by US or European Union laws or
regulations, including the economic sanctions administered by the
United States Office of Foreign Assets Control or (ii) any
government, entity or individual targeted by any of the economic
sanctions of the United Nations or the European Union or any of
their respective member states.
3. For the purposes of these Conditions:
(a) "Associated Undertaking" has the meaning given to it in
paragraph 19 of Schedule 6 to the Large and Medium-sized Companies
and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410)
(but for this purpose ignoring paragraph 19(1) (b) of Schedule 6 to
those regulations);
(b) "Disclosed Information" means: (i) this Announcement; (ii)
information which is Publicly Announced; (iii) the information
disclosed in the annual report and accounts of Ophir for the
financial year ended 31 December 2017 and the interim report for
the six months ended 30 June 2018; and (iv) any information which
has been fairly disclosed to Medco or Medco Global on or before the
date of this Announcement;
(c) a Third Party shall be regarded as having "intervened" if it
has decided or intimated a decision to take, institute, implement
or threaten any action, proceeding, suit, investigation, enquiry or
reference or made, proposed or enacted any statute, regulation,
decision or order or taken any measures or other steps or required
any action to be taken or information to be provided and
"intervene" shall be construed accordingly;
(d) "Publicly Announced" means disclosed in: (i) Ophir's 2017
Annual Report; or (ii) publicly announced (by delivery of an
announcement to a Regulatory Information Service) by or on behalf
of Ophir on or before the date of this Announcement;
(e) "substantial interest" means a direct or indirect interest
in 20 per cent. or more of the voting or equity capital or the
equivalent of an undertaking;
(f) "Third Party" means any relevant government or governmental,
quasi-governmental, supranational, statutory, regulatory,
environmental or investigative body, antitrust regulator, central
bank, court, trade agency, association, institution, any entity
owned or controlled by any relevant government or state, or any
other body or person whatsoever in any relevant jurisdiction;
(g) "Wider Medco Group" means Medco and its subsidiary
undertakings, Associated Undertakings and any other undertakings in
which Medco and such undertakings (aggregating their interests)
have a substantial interest, excluding the Ophir Group; and
(h) "Wider Ophir Group" means Ophir and its subsidiary
undertakings, Associated Undertakings and any other undertakings in
which Ophir and such undertakings (aggregating their interests)
have a substantial interest.
PART B: Certain further terms of the Scheme
1. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
2. Subject to the requirements of the Takeover Panel, Medco
Global reserves the right to waive:
(a) any of the Conditions set out in the above Condition 1 in
respect of the timing of the Court Meeting, the General Meeting and
the Court Hearing. If any such deadline is not met, Medco Global
will make an announcement by 8:00 a.m. on the Business Day
following such deadline confirming whether it has invoked or waived
the relevant Condition or agreed with Ophir to extend the deadline
in relation to the relevant Condition. In all other respects,
Condition 1 cannot be waived; and
(b) all or any of the above Conditions in paragraphs 2(a) to
2(k) (inclusive), in whole or in part.
3. Medco Global shall be under no obligation to waive (if
capable of waiver), to determine to be or remain satisfied or treat
as fulfilled any of the Conditions in paragraphs 2(a) to 2(k)
(inclusive) by a date earlier than the latest date for the
fulfilment of that Condition, notwithstanding that the other
Conditions may at an earlier date have been waived or fulfilled and
that there are, at such earlier date, no circumstances indicating
that any Condition may not be capable of fulfilment.
4. Under Rule 13.5(a) of the Code, Medco Global may not invoke a
condition to the Acquisition so as to cause the Acquisition not to
proceed, to lapse or to be withdrawn unless the circumstances which
give rise to the right to invoke the condition are of material
significance to Medco Global in the context of the Acquisition.
Condition 1 (Scheme approval) is not subject to this provision of
the Code.
5. The Scheme shall not become Effective if:
(a) in so far as the Acquisition or any matter arising from or
relating to the Scheme or Acquisition constitutes a concentration
with a Community dimension within the scope of the EU Council
Regulation 139/2004/EC (the "Regulation"), the European Commission
either initiates proceedings under Article 6(1)(c) of the
Regulation or makes a referral to a competent authority in the
United Kingdom under Article 9(1) of the Regulation and there is
then a Phase 2 Reference by the Competition and Markets Authority;
or
(b) the Acquisition or any matter arising from or relating to
the Scheme or Acquisition becomes subject to a Phase 2 Reference by
the Competition and Markets Authority,
in each case, before the date of the Court Meeting.
6. Subject to the terms of the Co-operation Agreement, Medco
Global reserves the right to elect with the consent of the Takeover
Panel (where necessary) to implement the Acquisition by way of a
Takeover Offer. In such event, the acquisition will be implemented
on substantially the same terms, subject to appropriate amendments,
as those which would apply to the Acquisition. The acceptance
condition would be set at 90 per cent. of the shares to which such
Takeover Offer relates (or such lesser percentage (being more than
50 per cent.) as may be required by the Takeover Panel or that
Medco Global may decide with the consent of the Takeover Panel). In
such event, if sufficient acceptance of the Takeover Offer are
received and/or sufficient Ophir Shares are otherwise acquired, it
is the intention of Medco Global to apply the provisions of the
Companies Act 2006 to compulsorily acquire any outstanding Ophir
Shares to which such offer relates.
7. The Acquisition and the Scheme will be governed by English
law and will be subject to the jurisdiction of the English courts,
to the Conditions and to the further terms set out in this Appendix
and to be set out in the Scheme Document. The Acquisition will be
subject to the applicable rules and regulations of the Financial
Conduct Authority, the London Stock Exchange and the Takeover
Code.
8. The availability of the Acquisition to persons not resident
in the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
9. Unless otherwise determined by Medco Global or required by
the Takeover Code and permitted by applicable law and regulation,
the Acquisition is not being made, and will not be made, directly
or indirectly, in or into any Restricted Jurisdiction or by the use
of the mails of, or by any other means or instrumentality
(including, without limitation, electronic mail, fax transmission,
telex, telephone, internet or other forms of electronic
communication) of interstate or foreign commerce of, or any
facility of a national state or other securities exchange of any
other Restricted Jurisdiction and will not be capable of acceptance
by any such use, means, instrumentality or facility or from any
Restricted Jurisdiction.
10. The Ophir Shares which will be acquired pursuant to the
Acquisition will be acquired fully paid and free from all liens,
charges, equitable interests, encumbrances, rights of pre-emption
and any other third party rights or interests whatsoever and
together with all rights existing at the date of this Announcement
or attaching to such Ophir Shares at any time thereafter, including
(without limitation) the right to receive and retain, in full, all
dividends and other distributions (if any) declared, made or paid
or any other return of capital (whether by way of reduction of
share capital or share premium account or otherwise) made on or
after the date of this Announcement in respect of the such Ophir
Shares.
11. If on or after the date of this Announcement and prior to or
on the Effective Date, any dividend, distribution or other return
of value is declared, paid or made in respect of the Ophir Shares
and with a record date on or prior to the Effective Date, Medco
Global reserves the right to reduce the consideration payable for
each Ophir Share under the terms of the Acquisition by the amount
per Ophir Share of such dividend, distribution or other return of
value, in which case: (i) Ophir Shareholders would be entitled to
retain any such dividend, distribution or other return of value
declared, made or paid; and (ii) any reference in this Announcement
to the consideration payable under the terms of the Acquisition
shall be deemed to be a reference to the consideration as so
reduced.
If and to the extent that any such dividend, distribution or
other return of value has been declared or announced but not paid
or made or is not payable by reference to a record date on or prior
to the Effective Date or shall be: (i) transferred pursuant to the
Acquisition on a basis which entitles Medco Global to receive the
dividend, distribution or other return of value and to retain it;
or (ii) cancelled, the consideration payable under the terms of the
Acquisition shall not be subject to change in accordance with this
paragraph.
Any exercise by Medco Global of its rights referred to in this
paragraph shall be the subject of an announcement and, for the
avoidance of doubt, shall not be regarded as constituting any
revision or variation of the Acquisition.
12. If Medco Global is required by the Takeover Panel to make an
offer for Ophir Shares under the provisions of Rule 9 of the
Takeover Code, Medco Global may make such alterations to any of the
above Conditions and terms of the Acquisition as are necessary to
comply with the provisions of that Rule.
APPIX II: DETAILS OF IRREVOCABLE UNDERTAKINGS
Name Total Number of Ophir Percentage of existing
Shares in respect issued share capital
of which undertaking of Ophir
is given*
--------------- ---------------------- -----------------------
Bill Schrader 77,700 0.01%
Alan Booth 378,283 0.05%
Tony Rouse 337,775 0.05%
Carol Bell 39,194 0.01%
David Davies 130,819 0.02%
Vivien Gibney 20,500 0.00%
Total 984,271 0.14%
--------------- ---------------------- -----------------------
*The undertakings and numbers referred to in this table refer
only to those Ophir Shares to which the relevant Ophir Director is
beneficially entitled and any Ophir Shares that such Ophir Director
is otherwise able to control the exercise of in terms of the rights
attaching to such share, including the ability to procure the
transfer of such share.
Medco Global has received Irrevocable Undertakings to vote in
favour of the Scheme at the Court Meeting and the Resolution(s)
relating to the Acquisition at the General Meeting from each of the
Ophir Directors listed above in respect of their own beneficial
holdings of Ophir Shares amounting, in aggregate, to 984,271 Ophir
Shares, representing approximately 0.14 per cent. of the issued
ordinary share capital of Ophir at 29 January 2019 (being the last
Business Day before the date of this Announcement). Tony Rouse has
also given an Irrevocable Undertaking in respect of his beneficial
interest in the Ophir Energy Long-term Incentive Plan 2011 (being
interests over 559,958 Ophir Shares). Carl Trowell and Adel Chaouch
do not hold any Ophir Shares and therefore have not entered into
Irrevocable Undertakings to vote in favour of the Scheme at the
Court Meeting or the Resolution(s) relating to the Acquisition at
the General Meeting.
These Irrevocable Undertakings remain binding if a higher
competing offer for Ophir is made, but will cease to be binding:
(i) on the date on which if the Acquisition is not completed on or
prior to the Long Stop Date; or (ii) if the Scheme or, if
applicable, the Offer lapses or is withdrawn in accordance with its
terms and no new, revised or replacement Scheme or Offer is or has
been announced by Medco in accordance with Rule 2.7 of the Code at
the same time.
APPIX III:
SOURCES AND BASES OF INFORMATION USED IN THIS ANNOUNCEMENT
(a) As at 29 January 2019 (being the last Business Day prior to
the date of this Announcement), there were 707,227,708 Ophir Shares
in issue, (excluding 38,791,699 Ophir Shares held in treasury).
(b) The fully diluted share capital of Ophir is 710,211,257
Ophir Shares calculated as the number of Ophir Shares in issue as
referred to in (a) above plus any further Ophir Shares that are
expected be issued on or after the date of this Announcement on the
exercise of options or vesting of awards under the Ophir Share
Schemes, amounting in aggregate to 2,983,549 Ophir Shares.
(c) Unless otherwise stated, all historic share prices quoted
for Ophir Shares have been sourced from Bloomberg and represent the
closing price for Ophir Shares on the relevant dates.
(d) The volume weighted average prices of an Ophir Share used in
the premium calculations are derived from data sourced from
Bloomberg for the relevant periods up to and including 28 December
2018, (being the last Business Day before the announcement of
Medco's possible offer for Ophir).
(e) Unless otherwise stated, the financial information on Ophir
included in this Announcement has been extracted or derived,
without material adjustment, from the audited consolidated
financial statements for the Ophir Group for the 12 month period
ended 31 December 2017 and the unaudited half year results
announcement for the Ophir Group for the six month period ended 30
June 2018.
(f) The 2P reserves, 2C resources and Production information for
the Ophir Group is derived from Ophir's 2017 Annual Report, Ophir's
shareholder circular dated 3 August 2018 and presentation dated 20
August 2018 relating to the acquisition of certain assets from
Santos, from Ophir's internal daily production reports and from
Ophir's operations and trading update published on 15 January 2019.
2C resources data excludes the Equatorial Guinea 2C resources as
stated in Ophir's 2017 Annual Report.
(g) Unless otherwise stated, the financial information on Medco
included in this Announcement has been extracted or derived,
without material adjustment, from the audited consolidated
financial statements for the Medco Group for the 12 month period
ended 31 December 2017, the Medco Group 2017 full year investor
presentation and the unaudited results and investor presentation
for the nine month period ended 30 September 2018.
(h) The 2P reserves, 2C resources and Production information for
the Medco Group is derived from Medco's 2017 Annual Report, the
Medco Group 2017 full year investor presentation and the unaudited
results and investor presentation for the nine month period ended
30 September 2018.
(i) Medco post Acquisition earnings accretion and pro forma net
debt to EBITDA ratio calculations are based on Bloomberg consensus
EBITDA and net income forecasts for Medco and Ophir (2019 and
2020), Ophir 2019 net debt guidance in the operations and trading
update published on 15 January 2019 and Bloomberg consensus net
debt for Medco (2019), adjusted for expected Acquisition cost.
(j) The split of production between gas to oil and the
proportion of gas sold under fixed and commodity linked pricing
information for the Medco Group is derived from Medco's 9M2018
Investor Presentation.
(k) In relation to Ophir, references in this Announcement to
"boe" mean barrels of oil equivalent, derived by converting gas to
oil in the ratio of between 4.86 and 6.00 MMscf of natural gas
(dependent on the richness of the gas) to one barrel of oil.
In relation to Medco, references in this Announcement to "boe"
mean barrels of oil equivalent, derived by converting gas to oil in
the ratio of between 5.19 and 6.54 MMscf of natural gas (dependent
on the richness of the gas) to one barrel of oil, using Society of
Petroleum Engineers standards.
Boe may be misleading, particularly if used in isolation. The
boe conversion ratios are based on an energy conversion method
primarily applicable at the burner tip and do not represent a value
equivalency at the wellhead.
APPIX IV: DEFINITIONS
In this Announcement, the following definitions apply unless the
context requires otherwise:
Acquisition the proposed acquisition by Medco Global
or its Affiliates of the entire issued
and to be issued share capital of Ophir
(other than any ordinary shares held by
Ophir in treasury) to be implemented by
means of a Scheme or, subject to the terms
of the Co-operation Agreement, if Medco
Global so elect and the Takeover Panel
consents, a Takeover Offer, including,
where the context so admits, any subsequent
variation, revision, extension or renewal
thereof
Affiliate in relation to a party, any person that
directly or indirectly, through one or
more intermediaries, controls, is controlled
by, or is under common control with, the
party, and for these purposes a party shall
be deemed to control a person if such party
possesses, directly or indirectly, the
power to direct or cause the direction
of the management and policies of the person,
whether through the ownership of over 50
per cent. of the voting securities or the
right to appoint over 50 per cent. of the
relevant board of directors by contract
or otherwise
Announcement this Announcement, made in accordance with
Rule 2.7 of the Takeover Code, dated 30
January 2019, including the summary and
its Appendices
Business Day a day (other than Saturday, Sunday or a
public holiday), on which banks in the
City of London, England are open for business
generally
Companies Act 2006 the Companies Act 2006 (as amended from
time to time)
Companies House the registrar of companies in England and
Wales
Conditions the conditions to the Acquisition which
are set out in Appendix I to this Announcement
and to be set out in the Scheme Document
Confidentiality Agreement has the meaning given to that term in paragraph
14.1 of this Announcement
Co-operation Agreement the agreement dated the date of this Announcement
between Medco Global and Ophir relating
to, among other things, the implementation
of the Acquisition, as described in paragraph
14.2 of this Announcement
Court the High Court of Justice of England and
Wales
Court Meeting the meeting or meetings of Scheme Shareholders
as may be convened pursuant to an order
of the Court under Part 26 of the Companies
Act 2006, for the purposes of considering
and, if thought fit, approving the Scheme
(with or without amendment), including
any adjournment, postponement or reconvention
of any such meeting, notice of which is
to be contained in the Scheme Document
CREST the relevant system (as defined in the
CREST Regulations) for paperless settlement
of share transfers and the holding of shares
in uncertificated form in respect of which
Euroclear UK & Ireland Limited is the Operator
(as defined in the CREST Regulations)
CREST Regulations the Uncertificated Securities Regulations
2001 (SI 2001/3755)
Dealing Disclosure has the meaning given to that term in Rule
8 of the Code
Effective in the context of the Acquisition: (i)
if the Acquisition is implemented by way
of a Scheme, the Scheme having become fully
effective in accordance with its terms,
upon the delivery of the Scheme Court Order
to Companies House and, if the Court so
orders, registration by Companies House;
or (ii) if the Acquisition is implemented
by way of a Takeover Offer, the Takeover
Offer having been declared or become unconditional
in all respects in accordance with the
requirements of the Takeover Code
Effective Date the date upon which the Acquisition becomes
Effective
Enlarged Group the combined Medco Group and Ophir Group
following completion of the Acquisition
Exchange Act the United States Securities Exchange Act
of 1934, as amended, and the rules and
regulations promulgated thereunder
Financial Conduct the Financial Conduct Authority acting
Authority or FCA in its capacity as the competent authority
for the purpose of Part VI of FSMA and
in the exercise of its functions in respect
of admission to the Official List otherwise
than in accordance with Part VI of FSMA,
or its successor from time to time
Forms of Proxy the forms of proxy in connection with each
of the Court Meeting and the General Meeting,
which shall accompany the Scheme Document
FSMA the Financial Services and Markets Act
2000 (as amended from time to time)
General Meeting the general meeting (or any adjournment,
postponement or reconvention thereof) of
Ophir Shareholders to be convened in connection
with the Scheme, notice of which is to
be contained in the Scheme Document
Irrevocable Undertakings the irrevocable undertakings to vote in
favour of the Acquisition from the Ophir
Directors who hold Ophir Shares received
by Medco Global, details of which are set
out in Appendix II of this Announcement
Listing Rules the listing rules and regulations made
by the FCA under Part VI of FSMA, and contained
in the UK Listing Authority's publication
of the same name (as amended from time
to time)
London Stock Exchange London Stock Exchange plc or a successor
entity
Long Stop Date 20 June 2019, or such later date as Medco
Global and Ophir may with the consent of
the Takeover Panel, agree and, if required,
the Court may allow
Mboe/d thousand barrels of oil equivalent per
day
MMboe million barrels of oil equivalent
MMscf million standard cubic feet
Medco PT Medco Energi Internasional Tbk, a limited
liability company incorporated in Indonesia
and listed on the Indonesia Stock Exchange
Medco Global Medco Energi Global PTE Ltd, a private
company with limited liability incorporated
under the laws of Singapore with registered
number 200606494N
Medco Group Medco, its subsidiaries and its subsidiary
undertakings
Offer Period the offer period (as defined by the Code)
relating to Ophir which commenced on 31
December 2018
Official List the official list of the FCA
Opening Position Disclosure has the meaning given to that term in Rule
8 of the Code
Ophir Ophir Energy plc, a public limited company
incorporated in England and Wales with
registered number 05047425
Ophir Directors the directors of Ophir as at the date of
this Announcement or, where the context
so requires, the directors of Ophir from
time to time
Ophir Group Ophir, its subsidiaries and its subsidiary
undertakings
Ophir Share Schemes (a) the Ophir Deferred Share Plan 2012;
(b) the Ophir Long-Term Incentive Share
Option Plan 2011; and
(c) the Ophir Company Limited 2006 Share
Option Plan
Ophir Shareholders holders of Ophir Shares
Ophir Shares the issued ordinary shares of GBP0.0025
each in the capital of Ophir
Ophir's 2017 Annual Ophir's 2017 annual report for the year
Report ended 31 December 2017
Phase 2 Reference a reference of the Acquisition or any matters
arising therefrom to the chair of the Competition
and Markets Authority for the constitution
of a group under Schedule 4 to the Enterprise
and Regulatory Reform Act 2013 (as amended)
Production in relation to Medco, Production, with
respect to a block, the production achieved
from the block attributable to Medco's
effective interest prior to deduction of
any share attributable to the relevant
government, multiplied by Medco's working
interest before applying any PSC calculation
In relation to Ophir, Production, with
respect to a block, production on a working
interest basis, being gross field production
multiplied by Ophir's working equity interest
in the licence or field interest
Regulatory Information any of the services set out in Appendix
Service I to the Listing Rules
Resolution(s) the shareholder resolution(s) to be proposed
by Ophir at the General Meeting or the
Court Meeting (as applicable) as are necessary
to approve or implement the Scheme, the
Acquisition and the acquisition by Medco
Global of any Ophir Shares issued or treasury
shares transferred after the Scheme Record
Time (for example as a result of the exercise
of options or vesting of awards granted
under the Ophir Share Schemes after the
Scheme Record Time), and such other matters
as may be necessary to implement the Scheme
and the de-listing of the Ophir Shares
Restricted Jurisdiction any jurisdiction where local laws or regulations
may result in a significant risk of civil,
regulatory or criminal exposure if information
concerning the Acquisition is sent or made
available to Ophir Shareholders in that
jurisdiction
Scheme or Scheme of the scheme of arrangement under Part 26
Arrangement of the Companies Act 2006 proposed to be
entered into between Ophir and the Scheme
Shareholders to be described in the Scheme
Document, the principal terms of which
are set out in this Announcement (with
or subject to any modification, addition
or condition which Ophir and Medco Global
may agree, and if required, the Court may
approve or impose)
Scheme Court Hearing the hearing of the Court (or any adjournment
thereof) at which the Scheme Court Order
will be sought
Scheme Court Order the order of the Court sanctioning the
Scheme under section 899 of the Companies
Act 2006
Scheme Document the circular to be issued by Ophir to the
Scheme Shareholders containing, among other
things, an explanatory statement of the
Scheme, the Scheme and notices of the Court
Meeting and the General Meeting
Scheme Record Time the date and time specified in the Scheme
Document, expected to be 6.00 p.m. on the
day of the Scheme Court Hearing
Scheme Shareholders holders of Scheme Shares
Scheme Shares the Ophir Shares:
(a) in issue on the date of the Scheme
Document;
(b) if any, issued after the date of the
Scheme Document and prior to the Voting
Record Time; and
(c) issued on or after the Voting Record
Time and prior to the Scheme Record Time
either on terms that the original or any
subsequent holder thereof shall be bound
by the Scheme or, in respect of which the
holder thereof shall have agreed in writing
to be bound by the Scheme, in each case
SEC the US Securities and Exchange Commission
Standard Chartered Standard Chartered Bank, financial adviser
Bank to Medco and Medco Global
subsidiary, subsidiary shall have the meanings given by the Companies
undertaking, and undertaking Act 2006
Takeover Code or Code the City Code on Takeovers and Mergers
(as amended from time to time)
Takeover Offer if Medco Global elects and the Takeover
Panel consents to make the Acquisition
by way of a takeover offer (as that term
is defined in Chapter 3 of Part 28 of the
Companies Act 2006), the offer to be made
by Medco Global, or an Affiliate thereof,
to acquire the entire issued and to be
issued share capital of Ophir including,
where the context admits, any subsequent
revision, variation, extension or renewal
of such offer
Takeover Offer Document in the event Medco Global elects and the
Takeover Panel consents to implement the
Acquisition by means of a Takeover Offer,
the document containing the Takeover Offer
to be sent to Ophir Shareholders
Takeover Panel the Panel on Takeovers and Mergers
UK Listing Authority the FCA acting in its capacity as the competent
authority for listing under Part VI of
FSMA
United Kingdom or the United Kingdom of Great Britain and
UK Northern Ireland
United States or US the United States of America, its territories
and possessions, any state of the United
States of America, the District of Columbia
and all other areas subject to its jurisdiction
Voting Record Time the date and time specified in the Scheme
Document by reference to which entitlement
to vote at the Court Meeting shall be determined,
expected to be 6.00 p.m. on the day which
is two days prior to the date of the Court
Meeting or, if the Court Meeting is adjourned,
6.00 p.m. on the day which is two days
prior to the day of such adjourned meeting
GBP, GBP, pence, pounds, pounds or pence sterling, the lawful currency
sterling, p of the United Kingdom
$, US$, USD US dollars, the lawful currency of the
United States
All times referred to in this Announcement are to London time
unless otherwise stated.
[1] Further details of the sources and bases for both Ophir's
and Medco's Production, reserves and resources and these
calculations are set out in Appendix III.
[2] Further details of the sources and bases for Ophir's
Production, reserves and resources and these calculations are set
out in Appendix III.
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
OFFUROORKSAAORR
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