20 Aug 2018 12:56
20 August 2018
Ophir Energy PLC
("Ophir" or the "Company")
Proposed acquisition of certain Southeast Asian producing and exploration assets from Santos Limited
Results of General Meeting
On 3 May 2018 Ophir announced the proposed acquisition of a package of Southeast Asian assets from Santos Limited, an Australian listed oil and gas company, for an aggregate cash consideration of $205 million pre-working capital adjustments, subject to certain approvals (the "Transaction").
In connection with the Transaction, Ophir announces that at the general meeting of the Company held today, the resolutions put to the shareholders to approve the Transaction and the Commitment Compensation Payment Arrangements in relation to the Transaction were duly passed on a poll. The results showing the number of votes received for and against both resolutions are shown below.
Full details of the resolutions passed, together with explanatory notes, are set out in the shareholder circular including notice of general meeting dated 3 August 2018 (the "Circular"), which is available on Ophir's website at www.ophir-energy.com.
Resolutions | Votes For | Votes Against | Votes Withheld | |||
Number | % | Number | % | |||
1 | To approve the Transaction on the terms set out in the Transaction Agreements (as defined in the Circular)
| 536,162,031 | 100.00 | 6,429 | 0.00 | 15,176,060 |
2 | To approve the Commitment Compensation Payment Arrangements on the terms set out in the Transaction Agreements
| 536,160,977 | 100.00 | 6,429 | 0.00 | 15,176,814 |
Both resolutions were proposed as an ordinary resolution.
As at the date of the general meeting, the Company had 746,019,407 ordinary shares in issue. The Company holds 38,883,130 shares in treasury and therefore the number of total voting rights as at the voting record date was 707,136,277. In accordance with the Company's Articles of Association, every member who is present in person or by proxy has one vote for every share held. The scrutineer of the poll was Equiniti Limited, the Company's Share Registrar.
Note that a "vote withheld" is not a vote in law and have not been included in the calculation of votes "for" and "against" each resolution. Proxy appointments which gave discretion to the Chairman have been included in the "for" total.
In accordance with Listing Rule 9.6.2, copies of the resolutions will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.
In accordance with the expected timetable of events set out in the Circular, the expected date of completion in respect of the Producing Assets is Friday, 7 September 2018. Completion in respect of the Exploration Assets is expected to take place in the first half of 2019, subject to certain additional conditions that must be fulfilled prior to completion. Further announcements will be made upon completion of each set of Assets.
Capitalised terms used in this announcement but not otherwise defined herein shall have the same meaning given in the Circular.
For Further Information please contact:
Ophir Energy plc +44 (0)20 7811 2400
Philip Laing, General Counsel & Company Secretary
About Ophir
Ophir Energy plc is an independent upstream oil and gas exploration and production company. It is listed on the London Stock Exchange (LEI: 213800LAZOZTKPAV2583).
For further information on Ophir, please refer to www.ophir-energy.com