21 Mar 2019 07:00
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
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
THIS IS AN ANNOUNCEMENT TO WHICH RULE 2.8 OF THE CITY CODE OF TAKEOVERS AND MERGERS APPLIES
For immediate release 20 March 2019
Ophir Energy plc ("Ophir")
No intention to bid statement in relation to Coro Energy plc ("Coro")
On 8 March 2019, the Ophir Board received an unsolicited and highly preliminary indication of interest from Coro regarding a possible offer for the entire issued and to be issued share capital of Ophir. Coro proposed that Ophir Shareholders would receive 40 pence in cash, and, in addition, shares in Coro for each Ophir Share, resulting in an ownership by Ophir Shareholders of between 85 per cent. and 95 per cent. of the enlarged company (the "Coro Proposal"). The cash component of the Coro Proposal was proposed to be funded predominantly by debt. The Ophir Board granted Coro due diligence access pursuant to its obligations under Rule 21.3 of the Code.
Coro has today confirmed to Ophir that, following discussions with Sand Grove Capital Management LLP and in the light of the announcement earlier today by the boards of Medco, Medco Global and Ophir in relation to the increased offer by Medco Global, Coro does not intend to make an offer to acquire the entire issued share capital of Ophir. As a result, Coro will, except with the consent of the Panel, be bound by the restrictions contained in Rule 2.8 of the Code.
Under Note 2 on Rule 2.8 of the Code, Coro reserves the right to set aside the restrictions in Rule 2.8 in the following circumstances:
(a) in the event that the offer by Medco Global is withdrawn or lapses, with the agreement of the board of Ophir;
(b) if a new third party announces a firm intention to make an offer for Ophir;
(c) if Ophir announces a "whitewash" proposal (per Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); or
(d) if there has been a material change of circumstances (as determined by the Takeover Panel).
This announcement is being made with the consent and prior approval of Coro.
Enquiries
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
|
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: 213800LAZOZTKPAV258).
The person responsible for arranging for the release of this announcement on behalf of Ophir is Philip Laing, General Counsel & Company Secretary.
Important information
Financial advisers
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 matters set out in this announcement 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 matters set out in this announcement or any other matters referred to in this announcement.
Investec Bank plc ("Investec") is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority. Investec is acting exclusively for Ophir and no one else in connection with the matters set out in this announcement. In connection with such matters, Investec will not regard any other person other than Ophir as their client, nor will Investec be responsible to anyone other than Ophir for providing the protections afforded to clients of Investec or for providing advice in relation to the contents of this announcement or any other matter referred to in this announcement.
Website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on Ophir's website at https://www.ophir-energy.com/information-re-recommended-firm-cash-offer/ by no later than 12 noon (London time) on the Business Day following the release of this announcement. The content of this website is not incorporated into, and does not form part of, this announcement.