OPHR.L Regulatory News (OPHR)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, 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 IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW OPHIR SHARES EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS AND THE CIRCULAR WHICH ARE BEING PUBLISHED TODAY AND THE SCHEME DOCUMENT.

Recommended Acquisition of Salamander Energy plcPublication of Prospectus and Ophir Shareholder Circular

Further to the announcement by Ophir and Salamander Energy plc ("Salamander") on 24 November 2014 relating to the recommended acquisition by Ophir of the entire issued and to be issued share capital of Salamander (the "Transaction"), Ophir announces that the UK Listing Authority has approved a class 1 circular in relation to the Transaction (the "Circular") and a prospectus in relation to the new Ophir shares to be allotted and issued to the Salamander Shareholders pursuant to the Transaction (the "Prospectus") each dated 16 January 2015. The Transaction is to be implemented by means of a scheme of arrangement of Salamander under Part 26 of the Companies Act 2006 (the "Scheme").

Ophir Shareholders (other than those who have elected for notification by website) will shortly receive, amongst other documents, a copy of the Circular which contains a notice of the Ophir General Meeting at which Ophir Shareholders will be asked to vote on the resolution required to approve and implement the Transaction. As set out in the Circular, the Ophir General Meeting will be held on 6 February 2015 at 11 a.m. at the offices of Linklaters LLP at One Silk Street, London, EC2Y 8HQ. A copy of the Prospectus is available for inspection on Ophir's website, http://www.ophir-energy.com/.

A copy of the Scheme Document, amongst other documents, was despatched to Salamander Shareholders on 14 January 2015. As set out in the Scheme Document, to become effective, the Scheme will require, amongst other things, the approval of Salamander Shareholders at the Court Meeting and the passing of a special resolution at a general meeting of Salamander Shareholders. The Court Meeting of Salamander Shareholders and Salamander General Meeting will be held on 6 February 2015 at 1:00 p.m. and 1:15 p.m. (or as soon thereafter as the Court Meeting has concluded or been adjourned) respectively at the offices of Clifford Chance LLP at 10 Upper Bank Street, London, E14 5JJ.

Completion of the Transaction is also conditional upon, amongst other things, approval of the Transaction by Ophir Shareholders at the Ophir General Meeting and completion of the Court process (as further set out in the Scheme Document).

The expected timetable of principal events in relation to the Transaction is attached as an appendix to this announcement. If any of the key dates set out in the expected timetable change, an announcement will be made via a Regulatory Information Service.

Copies of the Prospectus, Circular and the Scheme Document are available for inspection on Ophir's website at http://www.ophir-energy.com/ up to and including the Effective Date, or can be inspected at the offices of Ophir, Level Four, 123 Victoria Street, London SW1E 6DE and the offices of Linklaters LLP, One Silk Street, London, EC2Y 8HQ. Copies of the Prospectus, Circular and the Scheme Document will also be submitted to the National Storage Mechanism, where they will be available for inspection at www.morningstar.co.uk/uk/NSM.

Strategic Opportunities

In light of the current period of oil price volatility, our strong cash position and our track record, the Company sees a variety of opportunities to act counter cyclically and add other exploration acreage and producing barrels to the portfolio and in addition to the proposed acquisition of Salamander, intends to continue to consider and discuss further acquisitions and disposals and the associated opportunities within the industry.

Smaller Related Party Transaction

SailingStone Capital Partners LLC ("SailingStone") has, in the last 12 months, held more than 10 per cent. of the issued ordinary share capital of Ophir. SailingStone also currently holds 13.33 per cent. of the issued ordinary share capital of Salamander.

Due to the size of SailingStone's holding in Ophir, the proposed acquisition of SailingStone's shares in Salamander, in connection with the Transaction, falls within Listing Rule 11.1.10R.

Under the Listing Rules, a separate approval of Ophir's independent shareholders will not be required in connection with this proposed smaller related party transaction.

There will be no impact on the expected timetable for Ophir's offer for Salamander.

Defined terms not otherwise defined in this announcement shall have the meaning given to them in the Prospectus.

For further information, please contact:

Important Notices

Credit Suisse Securities (Europe) Limited is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK. Credit Suisse Securities (Europe) Limited is acting exclusively as financial adviser to Ophir and no one else in connection with the Transaction and shall not be responsible to anyone other than Ophir for providing the protections afforded to clients of Credit Suisse Securities (Europe) Limited nor for providing advice in connection with the Transaction or any matter referred to herein. Neither Credit Suisse Securities (Europe) Limited nor any of its 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 Credit Suisse Securities (Europe) Limited in connection with this announcement, any statement contained herein or otherwise.

Morgan Stanley & Co. International plc is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK. Morgan Stanley & Co. International plc is acting exclusively as financial adviser to Ophir and no one else in connection with the Transaction and shall not be responsible to anyone other than Ophir for providing the protections afforded to clients of Morgan Stanley & Co. International plc nor for providing advice in connection with the Transaction or any matter referred to herein. Neither Morgan Stanley & Co. International plc nor any of its 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 Morgan Stanley & Co. International plc in connection with this announcement, any statement contained herein or otherwise.

RBC Europe Limited is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK. RBC Europe Limited is acting exclusively as corporate broker to Ophir and no one else in connection with the Transaction and shall not be responsible to anyone other than Ophir for providing the protections afforded to clients of RBC Europe Limited nor for providing advice in connection with the Transaction or any matter referred to herein. Neither RBC Europe Limited nor any of its 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 RBC Europe Limited in connection with this announcement, any statement contained herein or otherwise.

This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Transaction or otherwise nor will there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

The Transaction will be made solely by means of the Scheme Document which, together with the Forms of Proxy, will contain the full terms and conditions of the Transaction including details of how Salamander Shareholders may vote in respect of the Transaction. Salamander Shareholders should read the Scheme Document and the Prospectus because they contain important information relating to the Transaction and the New Ophir Shares, respectively. Any vote or other action in respect of the Transaction should be made only on the basis of the information in the Scheme Document and the Prospectus.

This announcement does not constitute a prospectus or prospectus equivalent document.

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 and regulations of jurisdictions outside the UK.

The Transaction is subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the Financial Conduct Authority.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the UK or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Transaction disclaim any responsibility or liability for the violation of such requirements by any person.

The New Ophir Shares to be issued pursuant to the Transaction have not been, and will not be, registered under the US Securities Act of 1933 (the "US Securities Act") or under any laws of any state or other jurisdiction, of the United States, but are expected to be offered in the United States in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) thereof. Salamander Shareholders (whether or not US persons) who are or will be affiliates (within the meaning of the US Securities Act) of Salamander or Ophir prior to, or of Ophir after, the Effective Date will be subject to certain US transfer restrictions relating to the New Ophir Shares received pursuant to the Scheme.

None of the securities referred to in this announcement have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.

The Transaction relates to the acquisition of shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934 (the "US Exchange Act"). Accordingly, the Transaction is subject to the disclosure requirements, rules and practices applicable in the UK to schemes of arrangement, which differ from US disclosure requirements and the requirements of US proxy solicitation or tender offer rules. However, if Ophir were permitted and did elect to implement the Transaction by means of a takeover offer, such takeover offer will be made in compliance with all applicable US laws and regulations, including Section 14(e) US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by Ophir and no one else. In addition to any such takeover offer, Ophir, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Salamander outside such takeover offer during the period in which such takeover offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside the United States and would comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service of the UKLA and will be available on the London Stock Exchange website: www.londonstockexchange.com.

Salamander is an English company that is a foreign private issuer (as defined under Rule 3b-4 under the US Exchange Act). Financial information included in, or incorporated by reference into, this announcement has been prepared in accordance with foreign accounting standards applicable in the United Kingdom that may not be comparable to the accounting standards applicable to financial statements of United States companies.

The New Ophir Shares have not been and will not be registered with, or approved, by the Office of the Securities and Exchange Commission of Thailand. Any offering or distribution, as defined under Thai laws and regulations, of the New Ophir Shares in Thailand is not legal without such prior approval and registration. Accordingly, the New Ophir Shares cannot be directly or indirectly, offered or sold to, or otherwise acquired by, any person within Thailand. No action has been or will be taken by Ophir or Salamander or on behalf of Ophir or Salamander which would permit a public offering of any of the New Ophir Shares or distribution of the Prospectus in Thailand, and the Prospectus, as well as information contained therein, is not intended to constitute an offer to sell or the solicitation of an offer to purchase or otherwise acquire the New Ophir Shares in Thailand in which the offer or solicitation of the New Ophir Shares would be prohibited. No general solicitation has been or will be conducted and no advertisement in whatever form has been employed in Thailand where the offer or solicitation of the New Ophir Shares would be prohibited.

The Prospectus has not been, and will not be, registered with the Financial Services Authority (Otoritas Jasa Keuangan) in Indonesia, and therefore, the New Ophir Shares may not be offered or sold in Indonesia or to Indonesian citizens in a manner which constitutes a public offer under Law No. 8 of 1995 on Capital Markets and the implementing regulations. Accordingly, Ophir and Salamander will not, directly or indirectly, expressly or implicitly: (i) offer the New Ophir Shares to more than 100, or sell the New Ophir Shares to more than 50, parties in Indonesia and/or Indonesian citizens; and (ii) offer the New Ophir Shares by way of mass media, including any newspaper, magazine, film, television, radio or other electronic media or any letter, brochure or other printed matter, distributed to more than 100 parties in Indonesia and/or Indonesian citizens.

Unless otherwise determined by Ophir or required by the Code, and permitted by applicable law and regulation, the Transaction will not be made, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction, and the Transaction will not be capable of acceptance from or within such jurisdiction where such acceptance would violate the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Transaction are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Transaction (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the New Ophir Shares to Salamander Shareholders who are not resident in the UK may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the UK should inform themselves of, and observe, any applicable requirements.

The New Ophir Shares may not be offered, sold or delivered, directly or indirectly, in, into or from any Restricted Jurisdiction or to, or for the account or benefit of, any Restricted Overseas Persons except, in each case, pursuant to an applicable exemption from, or in a transaction not subject to, applicable securities laws of those jurisdictions.

Disclosure requirements of the 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. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. (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 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. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Publication on Website and Availability of Hard Copies

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on Ophir's website at http://www.ophir-energy.com/ by no later than 12:00 p.m. (London time) on the business day following this announcement. For the avoidance of doubt, the contents of those websites are not incorporated into, and do not form part of, this announcement.

You may request a hard copy of this announcement by contacting the Company Secretary, Ophir Energy plc, Level 4, 123 Victoria Street, London, SW1E 6DE, tel: +44 (0)20 7811 2400. You may also request that all future documents, announcements and information to be sent to you in relation to the Transaction should be in hard copy form.

APPENDIX: EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The dates and times given in the table below in connection with the Transaction are indicative only and are based on Ophir's current expectations, may be subject to change and will depend, among other things, on the date upon which the Court sanctions the Scheme and confirms the Capital Reduction and the date on which the Conditions are satisfied or, if capable of waiver, waived. The timetable is also dependent on whether the Court Order(s) sanctioning the Scheme and confirming the Capital Reduction and, in relation to the Capital Reduction, the statement of capital are delivered to the Registrar of Companies. The timetable is also dependent on process for implementation of the Transaction.

If any of the times and/or dates below change, the revised times and/or dates will be notified by Ophir to Ophir Shareholders by announcement through a Regulatory Information Service.

All times shown in this expected timetable are London times unless otherwise stated.

Notes:

(1) The Ophir Forms of Proxy for the Ophir General Meeting must be returned by no later than 11.00 a.m. on 4 February 2015 (or in

the case of an adjourned meeting, not less than 48 hours prior to the time and date set for the adjourned meeting) to be valid.

(2) It is requested that the Salamander Forms of Proxy for the Court Meeting be lodged before 1:00 p.m. on Wednesday 4 February 2015 or, if the Court Meeting is adjourned, not later than 48 hours before the time appointed for the holding of the adjourned meeting. However, Salamander Forms of Proxy for the Court Meeting not so lodged may be handed to representatives of Equiniti (on behalf of the chairman of the Court Meeting) at the commencement of the Court Meeting.

(3) The Salamander Forms of Proxy for the Salamander General Meeting must be lodged before 1:15 p.m. on Wednesday 4 February 2015 in order for it to be valid or, if the Salamander General Meeting is adjourned, not later than 48 hours (excluding any part of a day that is not a working day) before the time appointed for the holding of the adjourned meeting. The Salamander Forms of Proxy cannot be handed to representatives of Equiniti or the chairman of the Salamander General Meeting at that meeting.

(4) If either of the Court Meeting or the Salamander General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6:00 p.m. on the date two calendar days before the date set for the adjourned meeting.

(5) To commence at the fixed time or (if later) soon after the conclusion or adjournment of the Court Meeting.

(6) These times and dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and confirms the associated Capital Reduction in Salamander and the date on which the Conditions set out in the Scheme Document are satisfied or (if capable of waiver) waived. If any of the expected dates change, Ophir and/or Salamander will, unless the Panel otherwise consents, give notice of the change by issuing an announcement through a Regulatory Information Service.

(7) The Long Stop Date is the latest date by which the Scheme must become effective, unless Ophir and Salamander agree, and (if required) the Court and the Panel permit, a later date.