6 Feb 2015 12:25
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 SCHEME DOCUMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
For immediate release | 6 February 2015 |
Ophir Energy plc
Recommended Acquisition of Salamander Energy plc ("Salamander")
Results of General Meeting
On 24 November 2014, the boards of Salamander Energy plc ("Salamander") and Ophir Energy plc ("Ophir" or the "Company") announced the terms of a recommended acquisition by Ophir of the entire issued and to be issued share capital of Salamander (the "Transaction"), to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
In connection with the Transaction, Ophir announces that at the general meeting of the Company held today, the resolution put to the shareholders to approve the Transaction was duly passed on a poll. The results showing the number of votes received for and against the resolution are shown below.
Full details of the resolution passed, together with explanatory notes, are set out in the shareholder circular (the "Shareholder Circular") including notice of general meeting dated 16 January 2015, which is available on Ophir's website at www.ophir-energy.com.
The resolution was proposed as an ordinary resolution.
Resolution | Votes for | Percentage* | Votes against | Percentage* | Votes withheld |
To approve the Transaction as a class 1 transaction | 367,769,882 | 78.92% | 98,207,570 | 21.08% | 2,825,118 |
* Votes withheld do not count in the total of votes cast.
As a result of the fall in the oil price since the Transaction was announced the Board has continuously reviewed the strategic rationale and metrics of the Transaction and remains of the opinion that the Transaction makes full strategic sense and will create value for shareholders. The Company will continue our ongoing consultation with shareholders as we integrate the businesses and start to create value from our African and expanded South East Asian businesses.
Copies of all resolutions passed at the meeting are being submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do.
For the results of the Court Meeting and the Salamander General Meeting held in connection with the Scheme which are scheduled for 1:00 p.m. on 6 February 2015 and 1:15 p.m. on 6 February 2015 (or as soon thereafter as the Court Meeting has concluded or been adjourned) respectively, please refer to the Salamander website, www.salamander-energy.com.
Next Steps
The expected timetable of remaining principal events remains as set out in the Shareholder Circular, save that the latest date for despatch of cheques in respect of cash consideration (where relevant), share certificates in respect of New Ophir Shares and for settlement of cash consideration (where relevant) through CREST or other form of payment is 16 March 2015. Please see the appendix to this announcement for a revised expected timetable of remaining principal events in relation to the Transaction.
The dates stated above and in the appendix are indicative only and will depend, among other things, on the dates on which the Court sanctions the Scheme and confirms the Capital Reduction, and the date on which the Conditions set out in Part 3 of the Scheme Document are satisfied or (if capable of waiver) waived. If any of the expected dates change, Ophir and/or Salamander will give notice of the change by issuing an announcement through a Regulatory Information Service (as defined in the Takeover Code).
Capitalised terms used in this announcement but not otherwise defined herein shall have the same meanings given in the Shareholder Circular.
Enquiries: |
|
Ophir Nick Cooper, Chief Executive Officer Bill Higgs, Chief Operating Officer Geoff Callow, Head of Investor Relations | +44 20 7811 2400 |
Credit Suisse (Lead Financial Adviser to Ophir) James Janoskey Pierre Lescastereyres Madelaine McTernan |
+44 20 7888 8888 |
Morgan Stanley (Sponsor, Corporate Broker and Co-Financial Adviser to Ophir) Andrew Foster Tom Perry |
+44 20 7425 8000 |
RBC Capital Markets (Corporate Broker and Co-Financial Adviser to Ophir) Jeremy Low Matthew Coakes |
+44 20 7653 4000 |
Brunswick Group (Communications Adviser to Ophir) Patrick Handley Marleen Geerlof |
+44 20 7396 5395 |
Credit Suisse Securities (Europe) Limited, which is authorised and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively as financial adviser to Ophir and no one else in connection with the matters described in this announcement, and will not be responsible for anyone other than Ophir for providing the protections afforded to clients of Credit Suisse Securities (Europe) Limited nor for providing advice in relation to the matters referred to in this announcement. Neither Credit Suisse Securities (Europe) Limited 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 Credit Suisse Securities (Europe) Limited in connection with this announcement, any statement contained herein or otherwise.
Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively as financial adviser to Ophir and no one else in connection with the matters described in this announcement, and will not be responsible for anyone other than Ophir for providing the protections afforded to clients of Morgan Stanley nor for providing advice in relation to the matters referred to in this announcement. Neither Morgan Stanley 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 Morgan Stanley in connection with this announcement, any statement contained herein or otherwise.
RBC Europe Limited, which is authorised in the United Kingdom by the Prudential Regulation Authority and authorised and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as financial adviser to Ophir and no one else in connection with the matters described in this announcement, and will not be responsible for anyone other than Ophir for providing the protections afforded to clients of RBC Europe Limited nor for providing advice in relation to the matters referred to in this announcement. Neither RBC Europe Limited 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 RBC Europe Limited in connection with this announcement, any statement contained herein or otherwise.
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 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 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.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities. This announcement has been prepared in accordance with English law and the Takeover Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside of the United Kingdom.
The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to Salamander shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Salamander shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.
Publication on Website
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 www.ophir-energy.com by no later than 12:00 p.m. (London time) on 9 February 2015. For the avoidance of doubt, the contents of those websites are not incorporated into, and do not form part of, this Announcement.
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 key 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.
Event | Time/date |
Ophir General Meeting | 11:00 a.m. on 6 February 2015 |
Court Meeting of Salamander Shareholders | 1:00 p.m. on 6 February 2015 |
Salamander General Meeting | 1:15 p.m. on 6 February 2015(1) |
Scheme Court Hearing to sanction the Scheme and date of the Scheme Court Order | 25 February 2015 |
Last day of dealings in, and for registration of transfer of, and disablement in CREST of, Salamander Shares | 27 February 2015(2) |
Scheme Record Time | 6:00 p.m. on 27 February 2015(2) |
Suspension of listing and dealing in Salamander Shares | 7:30 a.m. on 2 March 2015(2) |
Second Court Hearing to confirm the Capital Reduction | 2 March 2015(2) |
Effective Date | 2 March 2015(2) |
Delisting of Salamander Shares | by no later than 8:00 a.m. on3 March 2015(2) |
Issue of New Ophir Shares | by no later than 8:00 a.m. on3 March 2015(2) |
CREST accounts credited | by no later than 8:00 a.m. on3 March 2015(2) |
Admission and commencement of dealings in New Ophir Shares | by no later than 8:00 a.m. on3 March 2015(2) |
Latest date for despatch of cheques in respect of cash consideration (where relevant), share certificates in respect of New Ophir Shares and for settlement of cash consideration (where relevant) through CREST or other form of payment | 16 March 2015(2) |
Long Stop Date | 11:59 p.m. on 30 June 2015(3) |
Notes:
(1) To commence at the fixed time or (if later) soon after the conclusion or adjournment of the Court Meeting.
(2) 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.
(3) 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.