9 May 2019 12:24
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PUBLIC OFFERING OR A TENDER OFFER IN INDONESIA UNDER THE LAWS OF INDONESIA
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
9 May 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"))
Update on Conditions and Timetable
On 30 January 2019, the boards of Ophir, Medco Global and Medco announced that they had reached agreement on the terms of a recommended cash offer to be made by Medco Global (a wholly-owned subsidiary of Medco) for the entire issued and to be issued ordinary share capital of Ophir. On 20 March 2019, the boards of Ophir, Medco Global and Medco further announced that they had reached agreement on the terms of an increased recommended cash offer by Medco to acquire the entire issued and to be issued share capital of Ophir (the "Acquisition"). It is anticipated that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
The boards of Medco, Medco Global and Ophir are pleased to announce that Medco Global has received the relevant approval from the Fair Competition Commission of Tanzania in connection with the Acquisition. Accordingly, Condition 2(c) to the Acquisition, of Part A of Part III of the Scheme Document, has now been satisfied. In addition, Medco Global has today waived Condition 2(b) to the Acquisition, of Part A of Part III of the Scheme Document, relating to obtaining approval from the Minister for Energy of Tanzania in connection with the Acquisition.
Subject to the sanction of the Scheme by the Court at the Scheme Court Hearing and the satisfaction (or waiver, if applicable) of the remaining Conditions to the Acquisition, the Acquisition is now expected to become effective on 17 May 2019. The full terms and conditions of the Acquisition are set out in the scheme document dated 1 March 2019 (the "Scheme Document").
An updated expected timetable of principal events in relation to the Acquisition is set out below. In particular, the Scheme Court Hearing has been scheduled for 17 May 2019 and the Scheme is expected to become effective on 17 May 2019.
|
Notes: |
|
(1) The dates and times given are indicative only and are based on current expectations and may be subject to change. References to times are London time, unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be announced via a Regulatory Information Service. (2) The "Scheme Effective Time" of the Scheme is the date on which the Scheme becomes effective pursuant to its terms and will be on delivery of the court order sanctioning the Scheme to the Registrar of Companies in the UK. The court order sanctioning the Scheme is expected to be delivered to the Registrar of Companies following the Scheme Record Time on 17 May 2019, on which date the Scheme will become Effective. The events which are stated as occurring on subsequent dates, including the crediting of CREST accounts, are conditional on the Scheme Effective Time and operate by reference to this time. (3) This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as Medco Global and Ophir may, with the consent of the Panel, agree and, if required, the Court may allow. | |
Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document.
Enquiries:
Medco and Medco Global
Roberto Lorato / Tony Mathias / Sanjeev Bansal / Myrta Sri Utami | +62 21 2995 3000 |
Standard Chartered Bank - Financial Adviser to Medco and Medco Global
Tom Willett / Kamal Khullar / Karan Soni Manny Chohhan / Alessandro Ceresa / James McKay
Peel Hunt LLP - Broker to Medco and Medco Global Michael Nicholson / Richard Crichton / Charles Batten | +65 6876 0888 +44 (0) 20 7885 8888
+44 (0) 20 7418 8900 |
Tulchan Communications - Public Relations Adviser to Medco and Medco Global
Martin Robinson / Martin Pengelley / Harry Cameron Angela Campbell-Noë / Chong Yap Tok
| +44 (0) 20 7353 4200 +65 6222 3765 / +65 8200 5915 MedcoEnergi@tulchangroup.com
|
Ophir
Alan Booth / Tony Rouse / Dato Sandroshvili / Geoff Callow
| + 44 (0) 20 7811 2400 |
Morgan Stanley - Lead Financial Adviser and Corporate Broker to Ophir
Andrew Foster / Shirav Patel / Mutlu Guner
Lambert Energy Advisory - Financial Adviser to Ophir Philip Lambert / David Anderson | +44 (0) 20 7425 8000
+44 (0) 20 7491 4473
|
Investec - Corporate Broker to Ophir
Chris Sim / Jonathan Wolf
| +44 (0) 20 7597 4000 |
Brunswick - Public Relations Adviser to Ophir
Patrick Handley | +44 (0) 20 7404 5959 |
About Ophir
Ophir is an independent upstream oil and gas exploration and production company. It is listed on the London Stock Exchange (LEI: 213800LAZOZTKPAV2583).
The person responsible for arranging the release of this announcement on behalf of Ophir is Philip Laing, General Counsel & Company Secretary.
Important notices
Standard Chartered Bank, which is (i) authorised in the United Kingdom by the Prudential Regulation Authority, and (ii) regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting for Medco and Medco Global and for no one else in connection with the matters set out in this announcement and the Acquisition and will not be responsible to anyone other than Medco and Medco Global for providing the protections afforded to clients of Standard Chartered Bank nor for providing advice in relation to the Acquisition or any matters set out in this announcement. Neither Standard Chartered Bank nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Standard Chartered Bank in connection with this announcement, any statement contained herein or otherwise.
Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Medco and Medco Global and for no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and the Acquisition and will not be responsible to anyone other than Medco and Medco Global for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.
Morgan Stanley & Co. International plc ("Morgan Stanley") which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK is acting as financial adviser exclusively for Ophir and no one else in connection with the matters set out in this announcement. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in connection with the contents of this announcement or any other matter referred to herein.
Lambert Energy Advisory Limited ("Lambert Energy Advisory"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Ophir and no-one else in connection with the Acquisition and will not be responsible to anyone other than Ophir for providing the protections afforded to clients of Lambert Energy Advisory nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.
Investec Bank plc ("Investec") which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority is acting exclusively for Ophir and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Ophir for providing the protections afforded to clients of Investec nor for giving advice in relation to the subject matter of this announcement or any other matter or arrangement referred to in this announcement.
This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition will be made solely by means of the Scheme Document (or, if applicable, the Takeover Offer Document) which contains (or, if applicable, will contain) the full terms and conditions of the Acquisition.
This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
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.
However, if 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 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.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Acquisition period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the Acquisition period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Acquisition period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Publication on website 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-recommended-firm-cash-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 announcement will not be provided unless such a request is made. Ophir Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.