Statement re Court Sanction of Scheme
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 ANNOUNCEMENT DOES NOT CONSTITUTE A PUBLIC OFFERING OR A TENDER OFFER IN INDONESIA UNDER THE LAWS OF INDONESIA
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
21 May 2019
Recommended cash offer
Ophir Energy plc ("Ophir")
Medco Energi Global PTE Ltd ("Medco Global")
(a wholly-owned subsidiary of PT Medco Energi Internasional Tbk) ("Medco"))
Scheme sanctioned by Court and update on Timetable
Further to the announcement by Ophir on 17 May 2019, Ophir is pleased to announce that the Court has today sanctioned the Scheme by which the recommended offer by Medco Global for the entire issued and to be issued ordinary share capital of Ophir (the "Acquisition") is being implemented.
An updated expected timetable of principal events in relation to the Acquisition is set out below. In particular, the Scheme will become effective upon the Court order being delivered to the Registrar of Companies, which is expected to take place after 6.30 p.m. today.
(1) The dates and times given are indicative only and are based on current expectations and may be subject to change. 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 "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 Scheme Record Time on 21 May 2019, 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.
(3) 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.
All references to times in this announcement are to London time, unless otherwise stated.
Defined terms used but not defined in this announcement have the meanings set out in the scheme document dated 1 March 2019 (the "Scheme Document").
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
Philip Lambert / David Anderson
+44 (0) 20 7425 8000
+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
+44 (0) 20 7404 5959
Ophir is an independent upstream oil and gas exploration and production company. It is listed on the London Stock Exchange (LEI: 213800LAZOZTKPAV2583).
The person responsible for arranging the release of this announcement on behalf of Ophir is Philip Laing, General Counsel & Company Secretary.
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 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 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.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Publication on website
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-recommended-firm-cash-offer/ 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 announcement 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.
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 [email protected] or visit www.rns.com.
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