OPHR.L Regulatory News (OPHR)

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 TENDER OFFER IN INDONESIA UNDER THE LAWS AND REGULATIONS OF INDONESIA

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

For immediate release

30 January 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 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 £390.6 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

Standard Chartered Bank - Financial Adviser to Medco and Medco Global

Peel Hunt LLP - Broker to Medco and Medco Global

Tulchan Communications - Public Relations Adviser to Medco and Medco Global

Sidley Austin LLP are retained as English law legal adviser to Medco and Medco Global in relation to the Acquisition.

Ophir

Morgan Stanley - Lead Financial Adviser and Corporate Broker to Ophir

Investec - Corporate Broker to Ophir

Brunswick - Public Relations Adviser to Ophir

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 TENDER OFFER IN INDONESIA UNDER THE LAWS AND REGULATIONS OF INDONESIA

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

For immediate release

30 January 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 Tbk("Medco"))

(to be effected by a scheme of arrangementunder 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 £390.6 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

Standard Chartered Bank - Financial Adviser to Medco and Medco Global

Peel Hunt LLP - Broker to Medco and Medco Global

Tulchan Communications - Public Relations Adviser to Medco and Medco Global

Sidley Austin LLP are retained as English law legal adviser to Medco and Medco Global in relation to the Acquisition.

Ophir

Morgan Stanley - Lead Financial Adviser and Corporate Broker to Ophir

Investec - Corporate Broker to Ophir

Brunswick - Public Relations Adviser to Ophir

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.

APPENDIX 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.

APPENDIX II: DETAILS OF IRREVOCABLE UNDERTAKINGS

\* 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.

APPENDIX 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.

APPENDIX IV: DEFINITIONS

In this Announcement, the following definitions apply unless the context requires otherwise:

All times referred to in this Announcement are to London time unless otherwise stated.