29 Apr 2015 16:51
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
PROPOSED PLACING OF 56,607,366 ORDINARY SHARES IN OPHIR ENERGY PLC (THE "COMPANY") BY KULCZYK INVESTMENTS SA ("KULCZYK") AND CERTAIN SUBSIDIARIES OF KULCZYK
29 April 2015
Kulczyk and certain subsidiaries of Kulczyk (the "Kulczyk Entities") announce their intention to sell 56,607,366 ordinary shares (the "Placing Shares") in the Company, being their entire shareholding in the Company. The Placing Shares represent approximately 8.0% of the Company's ordinary shares.
The Placing Shares are being offered by way of an accelerated bookbuild (the "Placing"), which will be launched immediately following this announcement. J.P. Morgan Securities plc, (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") is acting as sole bookrunner in connection with the Placing.
After completion of the Placing, assuming that all the Placing Shares are sold, the Kulczyk Entities will not hold any ordinary shares in the Company.
The final price of the Placing Shares will be agreed by J.P. Morgan Cazenove and the Kulczyk Entities at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timings for the close of the bookbuild process and allocations are at the absolute discretion of J.P. Morgan Cazenove.
Enquiries:
J.P. Morgan Cazenove +44 (0)20 7742 4000
Greg Chamberlain
Laurene Danon
IMPORTANT NOTICE
This announcement is for information purposes only and shall not constitute or form part of an
offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
In particular, this announcement does not constitute or form part of any offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire, or subscribe for, any securities in the United States, Australia, Canada, Japan or South Africa or any other jurisdiction into which such offer or solicitation would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. No public offering of the securities referred to herein is being made in the United Kingdom, the United States, Australia, Canada, Japan, South Africa or any other jurisdiction.
The distribution of this announcement and the Placing of the Placing Shares as set out in this
announcement in certain jurisdictions may be restricted by law. No action has been taken that
would permit an offering of such shares or possession or distribution of this announcement or
any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is directed only at persons (i) having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted or relied on in the United Kingdom by persons who are not relevant persons.
In member states of the European Economic Area ("EEA"), this announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State).
J.P. Morgan Cazenove, 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 for the Kulczyk Entities in connection with the Placing and no-one else and will not be responsible to anyone other than the Kulczyk Entities for providing advice in relation to the Placing or any other matter referred to in this announcement.
This announcement has been issued by and is the sole responsibility of the Kulczyk Entities. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by J.P. Morgan Cazenove or by any of its respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.