Ophir Energy Plc Statement re. No Intention to Bid by Coro Energy (5119T)
21 März 2019 - 8:00AM
UK Regulatory
TIDMOPHR
RNS Number : 5119T
Ophir Energy Plc
20 March 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO, OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
THIS IS AN ANNOUNCEMENT TO WHICH RULE 2.8 OF THE CITY CODE OF
TAKEOVERS AND MERGERS APPLIES
For immediate release 20 March 2019
Ophir Energy plc ("Ophir")
No intention to bid statement in relation to Coro Energy plc
("Coro")
On 8 March 2019, the Ophir Board received an unsolicited and
highly preliminary indication of interest from Coro regarding a
possible offer for the entire issued and to be issued share capital
of Ophir. Coro proposed that Ophir Shareholders would receive 40
pence in cash, and, in addition, shares in Coro for each Ophir
Share, resulting in an ownership by Ophir Shareholders of between
85 per cent. and 95 per cent. of the enlarged company (the "Coro
Proposal"). The cash component of the Coro Proposal was proposed to
be funded predominantly by debt. The Ophir Board granted Coro due
diligence access pursuant to its obligations under Rule 21.3 of the
Code.
Coro has today confirmed to Ophir that, following discussions
with Sand Grove Capital Management LLP and in the light of the
announcement earlier today by the boards of Medco, Medco Global and
Ophir in relation to the increased offer by Medco Global, Coro does
not intend to make an offer to acquire the entire issued share
capital of Ophir. As a result, Coro will, except with the consent
of the Panel, be bound by the restrictions contained in Rule 2.8 of
the Code.
Under Note 2 on Rule 2.8 of the Code, Coro reserves the right to
set aside the restrictions in Rule 2.8 in the following
circumstances:
(a) in the event that the offer by Medco Global is withdrawn or
lapses, with the agreement of the board of Ophir;
(b) if a new third party announces a firm intention to make an
offer for Ophir;
(c) if Ophir announces a "whitewash" proposal (per Note 1 of the
Notes on Dispensations from Rule 9) or a reverse takeover (as
defined in the Code); or
(d) if there has been a material change of circumstances (as
determined by the Takeover Panel).
This announcement is being made with the consent and prior
approval of Coro.
Enquiries
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
About Ophir
Ophir is an independent upstream oil and gas exploration and
production company. It is listed on the London Stock Exchange (LEI:
213800LAZOZTKPAV258).
The person responsible for arranging for the release of this
announcement on behalf of Ophir is Philip Laing, General Counsel
& Company Secretary.
Important information
Financial advisers
Morgan Stanley & Co. International plc ("Morgan Stanley")
which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the UK is acting as financial adviser
exclusively for Ophir and no one else in connection with the
matters set out in this announcement. In connection with such
matters, Morgan Stanley, its affiliates and their respective
directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to any other
person for providing the protections afforded to their clients or
for providing advice in connection with the contents of this
announcement or any other matter referred to herein.
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 matters set out in this
announcement 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 matters set
out in this announcement or any other matters referred to in this
announcement.
Investec Bank plc ("Investec") is authorised by the Prudential
Regulation Authority and regulated in the United Kingdom by the
Financial Conduct Authority and the Prudential Regulation
Authority. Investec is acting exclusively for Ophir and no one else
in connection with the matters set out in this announcement. In
connection with such matters, Investec will not regard any other
person other than Ophir as their client, nor will Investec be
responsible to anyone other than Ophir for providing the
protections afforded to clients of Investec or for providing advice
in relation to the contents of this announcement or any other
matter referred to in this announcement.
Website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available (subject to certain restrictions
relating to persons resident in restricted jurisdictions) on
Ophir's website at
https://www.ophir-energy.com/information-re-recommended-firm-cash-offer/
by no later than 12 noon (London time) on the Business Day
following the release of this announcement. The content of this
website is not incorporated into, and does not form part of, this
announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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