1 Mar 2019 13:19
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
1 March 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 Pbk) ("Medco"))
Publication of Scheme Document
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 (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 Ophir, Medco Global and Medco are pleased to announce that the shareholder circular relating to the Scheme (the "Scheme Document") is being published and made available to Ophir Shareholders today. The Scheme Document sets out, amongst other things, a letter from the Chairman of Ophir, the full terms and conditions of the Scheme, an explanatory statement, notices of the required meetings, an expected timetable of principal events and details of the action to be taken by Ophir Shareholders.
As described in the Scheme Document, the Scheme also requires the approval of Ophir Shareholders at the Court Meeting and the passing of a special resolution at the General Meeting, and then the approval of the Court.
The Court Meeting and the General Meeting to approve the Scheme (and the steps contemplated by the Scheme) are scheduled to be held at 10.00 a.m. and 10.15 a.m., respectively, on 25 March 2019 at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ, United Kingdom.
Subject to approval at the relevant meetings, Court approval and the satisfaction (or waiver, as applicable) of the other Conditions set out in the Scheme Document, the Scheme is expected to become Effective in the first half of 2019.
The expected timetable of principal events is set out below.
Overview
Principal events The following dates and times associated with the Scheme are subject to change and will depend on, among other things, the date on which the Specific Regulatory Conditions to the Scheme are satisfied or waived, and on the date on which the Court sanctions the Scheme. Ophir will give adequate notice of all of these dates and times, when known, by issuing an announcement through a Regulatory Information Service. Further updates and changes to these times will, at Ophir's discretion, be notified in the same way. See also note (1) below.
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Notes: |
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(1) The dates and times given are indicative only and are based on current expectations and may be subject to change (including as a result of changes to the regulatory timetable). 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 BLUE Form of Proxy for the Court Meeting may, alternatively, be handed to Ophir's Registrar or the Chairman of the Court Meeting before the start of the Court Meeting (or any adjournment thereof). However, if possible, Ophir Shareholders are requested to lodge the BLUE Forms of Proxy with Ophir's Registrar at least 48 hours (excluding any part of a day that is a non-working day) before the time appointed for the Court Meeting (or any adjournment thereof). | |
(3) The YELLOW Form of Proxy for the General Meeting must be lodged with Ophir's Registrar by no later than 10.15 a.m. on 21 March 2019 in order for it to be valid, or, if the General Meeting is adjourned, no later than 48 hours (excluding any part of a day that is a non-working day) before the time fixed for the holding of the adjourned meeting. If the YELLOW Form of Proxy is not returned by such time, it will be invalid. | |
(4) If either of the Ophir Shareholder Meetings is adjourned, the Voting Record Time for the adjourned Ophir Shareholder Meeting will be 6.30 p.m. on the date which is two business days before the date of the adjourned Ophir Shareholder Meeting. | |
(5) To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the Court Meeting. | |
(6) 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. (7) If the Specific Regulatory Conditions have all been satisfied or waived prior to the date of the Court Meeting and the General Meeting, then this date is expected to be a date not later than 14 days after the date of the Court Meeting and the General Meeting. (8) 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 suspension of trading in Ophir Shares on the London Stock Exchange and the Scheme Record Time on D, 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. | |
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The Scheme Document will be available on the Ophir's website at www.ophir-energy.com/information-re-recommended-firm-cash-offer/ and Medco's website at www.medcoenergi.com up to and including the end of the Acquisition.
For information purposes only, the Scheme Document will also be sent, or made available, to participants in the Ophir Share Schemes and persons with information rights.
A copy of the Scheme Document will also be submitted to the National Storage Mechanism, where it will be available for inspection at www.morningstar.co.uk/uk/NSM.
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 | +65 6876 0888 +44 (0) 20 7885 8888 |
Peel Hunt LLP - Broker to Medco and Medco Global
Michael Nicholson / Richard Crichton / Charles Batten | +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
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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).
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 any document by which the Acquisition is made which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.
This announcement has been prepared for the purpose of complying with English law and the 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 laws of jurisdictions outside the United Kingdom.
The Acquisition will be made solely pursuant to the terms 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, 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).
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 United States Securities and Exchange Commission 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 contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of the Medco Group, the Ophir Group and the Enlarged Group and certain plans and objectives of Medco and Medco Global with respect to the Enlarged Group.
All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of the Medco Group, the Ophir Group and the Enlarged Group to market risks, statements as to accretion and statements expressing management's expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings and prospects. These forward-looking statements are identified by their use of forward-looking terms and phrases, including "anticipate", "believe", "could", "estimate", "expect", "goals", "intend", "may", "objectives", "outlook", "plan", "probably", "project", "risks", "seek", "should", "target", "will" or their negatives or other variations or comparable terms and phrases.
There are several factors which could cause the actual results of the Medco Group, the Ophir Group and the Enlarged Group to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governmental regulators and other risk factors such as the Enlarged Group's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Enlarged Group operates or in economic or technological trends or conditions, including inflation and consumer confidence, on a global, regional or national basis.
All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this announcement. Readers should not place undue reliance on forward-looking statements. Readers should specifically consider the factors identified in this announcement that could cause actual results to differ before taking any action in respect of the Acquisition. These cautionary statements qualify all of the forward-looking statements made in this announcement.
Each forward-looking statement speaks only as of the date it was made. None of Medco Global, the Medco Group, Ophir or the Ophir Group undertakes any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except to the extent legally required, and, in particular, Ophir will comply with its obligation to publish further updated information as required by law or by a regulatory authority and, in particular, its obligations under the Listing Rules and the Disclosure Guidance and Transparency Rules (as appropriate). In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this announcement.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Publication on website
A copy of this announcement will be made available on Ophir's website at www.ophir-energy.com/information-re-possible-offer/ and Medco's website at www.medcoenergi.com by no later than 12 noon (London time) on the business day following the date of this announcement. For the avoidance of doubt, the contents of these wesbites are not incorporated into and do not form part of this announcement.
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