TIDMOPHR
RNS Number : 6272R
Ophir Energy Plc
01 March 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
1 March 2019
Recommended cash offer
for
Ophir Energy plc ("Ophir")
by
Medco Energi Global PTE Ltd ("Medco Global")
(a wholly-owned subsidiary of PT Medco Energi Internasional Pbk)
("Medco"))
Publication of Scheme Document
On 30 January 2019, the boards of Ophir, Medco Global and Medco
announced that they had reached agreement on the terms of a
recommended cash offer to be made by Medco Global (a wholly-owned
subsidiary of Medco) for the entire issued and to be issued
ordinary share capital of Ophir (the "Acquisition"). It is
anticipated that the Acquisition will be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").
The boards of Ophir, Medco Global and Medco are pleased to
announce that the shareholder circular relating to the Scheme (the
"Scheme Document") is being published and made available to Ophir
Shareholders today. The Scheme Document sets out, amongst other
things, a letter from the Chairman of Ophir, the full terms and
conditions of the Scheme, an explanatory statement, notices of the
required meetings, an expected timetable of principal events and
details of the action to be taken by Ophir Shareholders.
As described in the Scheme Document, the Scheme also requires
the approval of Ophir Shareholders at the Court Meeting and the
passing of a special resolution at the General Meeting, and then
the approval of the Court.
The Court Meeting and the General Meeting to approve the Scheme
(and the steps contemplated by the Scheme) are scheduled to be held
at 10.00 a.m. and 10.15 a.m., respectively, on 25 March 2019 at the
offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ, United
Kingdom.
Subject to approval at the relevant meetings, Court approval and
the satisfaction (or waiver, as applicable) of the other Conditions
set out in the Scheme Document, the Scheme is expected to become
Effective in the first half of 2019.
The expected timetable of principal events is set out below.
Overview Event Time and/or date(1)
Announcement of the Acquisition 30 January 2019
Publication of the Scheme Document 1 March 2019
Latest time for lodging BLUE Forms 10.00 a.m. on 21 March
of Proxy for the Court Meeting 2019(2)
Latest time for lodging YELLOW Forms 10.15 a.m. on 21 March
of Proxy for the General Meeting 2019(3)
Voting Record Time 6.30 p.m. on 21 March
2019(4)
Court Meeting 10.00 a.m. on 25 March
2019
General Meeting 10.15 a.m. on 25 March
2019(5)
Effective Date of the Scheme anticipated to be H1
2019
Long Stop Date 20 June 2019(6)
Principal events
The following dates and times associated with the Scheme are
subject to change and will depend on, among other things,
the date on which the Specific Regulatory Conditions to the
Scheme are satisfied or waived, and on the date on which the
Court sanctions the Scheme. Ophir will give adequate notice
of all of these dates and times, when known, by issuing an
announcement through a Regulatory Information Service. Further
updates and changes to these times will, at Ophir's discretion,
be notified in the same way. See also note (1) below. Scheme Court Hearing to sanction the D (a date which is
Scheme expected to be not
later than 14 days
after the satisfaction
or waiver of the Specific
Regulatory Conditions)(7)
Last day of dealings in, and for registration D
of transfers of, and disablement in
CREST of, Ophir Shares
Scheme Record Time 6.00 p.m. on D
Suspension of trading in Ophir Shares 6.00 p.m. on D
on the London Stock Exchange
Scheme Effective Time after 6.30 p.m. D(8)
Cancellation of the listing of the Ophir by 8.00 a.m. on D+1
Shares on the Official List
Despatch of cheques and crediting of within 14 days of the
CREST accounts with cash due Effective Date
Notes:
(1) The dates and times given are indicative only and are
based on current expectations and may be subject to change
(including as a result of changes to the regulatory timetable).
References to times are London time, unless otherwise stated.
If any of the times and/or dates above change, the revised
times and/or dates will be announced via a Regulatory Information
Service.
(2) The BLUE Form of Proxy for the Court Meeting may, alternatively,
be handed to Ophir's Registrar or the Chairman of the Court
Meeting before the start of the Court Meeting (or any adjournment
thereof). However, if possible, Ophir Shareholders are
requested to lodge the BLUE Forms of Proxy with Ophir's
Registrar at least 48 hours (excluding any part of a day
that is a non-working day) before the time appointed for
the Court Meeting (or any adjournment thereof).
(3) The YELLOW Form of Proxy for the General Meeting must
be lodged with Ophir's Registrar by no later than 10.15
a.m. on 21 March 2019 in order for it to be valid, or,
if the General Meeting is adjourned, no later than 48 hours
(excluding any part of a day that is a non-working day)
before the time fixed for the holding of the adjourned
meeting. If the YELLOW Form of Proxy is not returned by
such time, it will be invalid.
(4) If either of the Ophir Shareholder Meetings is adjourned,
the Voting Record Time for the adjourned Ophir Shareholder
Meeting will be 6.30 p.m. on the date which is two business
days before the date of the adjourned Ophir Shareholder
Meeting.
(5) To commence at the time fixed or, if later, immediately
after the conclusion or adjournment of the Court Meeting.
(6) This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended
to such later date as Medco Global and Ophir may, with
the consent of the Panel, agree and, if required, the Court
may allow.
(7) If the Specific Regulatory Conditions have all been
satisfied or waived prior to the date of the Court Meeting
and the General Meeting, then this date is expected to
be a date not later than 14 days after the date of the
Court Meeting and the General Meeting.
(8) The "Scheme Effective Time" of the Scheme is the date
on which the Scheme becomes effective pursuant to its terms
and will be on delivery of the Court order sanctioning
the Scheme to the Registrar of Companies in the UK. The
Court order sanctioning the Scheme is expected to be delivered
to the Registrar of Companies following the suspension
of trading in Ophir Shares on the London Stock Exchange
and the Scheme Record Time on D, on which date the Scheme
will become Effective. The events which are stated as occurring
on subsequent dates, including the crediting of CREST accounts,
are conditional on the Scheme Effective Time and operate
by reference to this time.
The Scheme Document will be available on the Ophir's website at
www.ophir-energy.com/information-re-recommended-firm-cash-offer/
and Medco's website at www.medcoenergi.com up to and including the
end of the Acquisition.
For information purposes only, the Scheme Document will also be
sent, or made available, to participants in the Ophir Share Schemes
and persons with information rights.
A copy of the Scheme Document will also be submitted to the
National Storage Mechanism, where it will be available for
inspection at www.morningstar.co.uk/uk/NSM.
Defined terms used but not defined in this announcement have the
meanings set out in the Scheme Document.
Enquiries
Medco and Medco Global
Roberto Lorato / Tony Mathias / Sanjeev Bansal / Myrta Sri Utami +62 21 2995 3000
Standard Chartered Bank - Financial Adviser to Medco and Medco
Global
Tom Willett / Kamal Khullar / Karan Soni +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
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
About Ophir
Ophir is an independent upstream oil and gas exploration and
production company. It is listed on the London Stock Exchange (LEI:
213800LAZOZTKPAV2583).
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 Acquisition 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 Acquisition 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 Acquisition 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 does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Acquisition or otherwise. The Acquisition will be
made solely by means of the Scheme Document or any document by
which the Acquisition is made which will contain the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition.
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 laws of jurisdictions outside the United Kingdom.
The Acquisition will be made solely pursuant to the terms of the
Scheme Document (or, if applicable, the Takeover Offer Document),
which contains (or, if applicable, will contain) the full terms and
conditions of the Acquisition, 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).
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 United States
Securities and Exchange Commission 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 contains certain forward-looking statements
with respect to the financial condition, results of operations and
businesses of the Medco Group, the Ophir Group and the Enlarged
Group and certain plans and objectives of Medco and Medco Global
with respect to the Enlarged Group.
All statements other than statements of historical fact are, or
may be deemed to be, forward-looking statements. Forward-looking
statements are statements of future expectations that are based on
management's current expectations and assumptions and involve known
and unknown risks and uncertainties that could cause actual
results, performance or events to differ materially from those
expressed or implied in these statements. Forward-looking
statements include, among other things, statements concerning the
potential exposure of the Medco Group, the Ophir Group and the
Enlarged Group to market risks, statements as to accretion and
statements expressing management's expectations, beliefs,
estimates, forecasts, projections and assumptions, including as to
future potential cost savings, synergies, earnings and prospects.
These forward-looking statements are identified by their use of
forward-looking terms and phrases, including "anticipate",
"believe", "could", "estimate", "expect", "goals", "intend", "may",
"objectives", "outlook", "plan", "probably", "project", "risks",
"seek", "should", "target", "will" or their negatives or other
variations or comparable terms and phrases.
There are several factors which could cause the actual results
of the Medco Group, the Ophir Group and the Enlarged Group to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are future market conditions, currency
fluctuations, the behaviour of other market participants, the
actions of governmental regulators and other risk factors such as
the Enlarged Group's ability to continue to obtain financing to
meet its liquidity needs, changes in the political, social and
regulatory framework in which the Enlarged Group operates or in
economic or technological trends or conditions, including inflation
and consumer confidence, on a global, regional or national
basis.
All forward-looking statements contained in this announcement
are expressly qualified in their entirety by the cautionary
statements contained or referred to in this announcement. Readers
should not place undue reliance on forward-looking statements.
Readers should specifically consider the factors identified in this
announcement that could cause actual results to differ before
taking any action in respect of the Acquisition. These cautionary
statements qualify all of the forward-looking statements made in
this announcement.
Each forward-looking statement speaks only as of the date it was
made. None of Medco Global, the Medco Group, Ophir or the Ophir
Group undertakes any obligation to publicly update or revise any
forward-looking statement as a result of new information, future
events or otherwise, except to the extent legally required, and, in
particular, Ophir will comply with its obligation to publish
further updated information as required by law or by a regulatory
authority and, in particular, its obligations under the Listing
Rules and the Disclosure Guidance and Transparency Rules (as
appropriate). In light of these risks, results could differ
materially from those stated, implied or inferred from the
forward-looking statements contained in this announcement.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at http://www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Publication on website
A copy of this announcement will be made available on Ophir's
website at www.ophir-energy.com/information-re-possible-offer/ and
Medco's website at www.medcoenergi.com by no later than 12 noon
(London time) on the business day following the date of this
announcement. For the avoidance of doubt, the contents of these
wesbites are not incorporated into and do not form part of this
announcement.
A38286071
This information is provided by RNS, the news service of the
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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
SOABDGDXXUGBGCB
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