14 Jan 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 FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE.
For immediate release 14 January 2019
Ophir Energy plc ("Ophir")
Rejection of the possible offer for Ophir by PT Medco Energi Global PTE Ltd ("Medco Global") (a wholly-owned subsidiary of PT Medco Energi Internasional Tbk ("Medco")).
The Board of Ophir has now met formally to consider the possible offer announced by Medco on 11 January 2019 to acquire the issued and to be issued share capital of Ophir at an offer price of 48.5 pence per Ophir ordinary share.
The Board has unanimously rejected the proposal as it undervalues Ophir.
On 15 January 2019, Ophir will provide an update on its trading and operations for the twelve month period ending 31 December 2018.
This announcement has been made by Ophir without the approval of Medco or Medco Global.
As previously stated, in accordance with Rule 2.6(a) of the Code, Medco Global must, by no later than 5.00 pm GMT on 28 January 2019 (the "Deadline") either announce a firm intention to make an offer for Ophir under Rule 2.7 of the Code or announce that it does not intend to make an offer for Ophir, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. The Deadline will not apply in circumstances where either: (a) it has been extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code; or (b) Rule 2.6(b) of the Code applies, by virtue of a firm intention to make an offer for Ophir having been announced by another offeror prior to the Deadline.
Enquiries
Ophir + 44 (0) 20 7811 2400
Geoff Callow, Head of IR and Corporate Communications
Morgan Stanley (Financial Adviser and Corporate Broker to Ophir) +44 (0) 20 7425 8000
Andrew Foster
Shirav Patel
Investec (Corporate Broker to Ophir) + 44 (0) 20 7597 4000
Chris Sim
Jonathan Wolf
Brunswick (PR Adviser to Ophir) + 44 (0) 20 7404 5959
Patrick Handley
Wendel Verbeek
About Ophir:
Ophir is an independent upstream oil and gas exploration and production company. It is listed on the London Stock Exchange (LEI: 213800LAZOZTKPAV258).
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-possible-offer/. The content of this website is not incorporated into, and does not form part of, this announcement.
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.
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.
Disclosure requirements of 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 Takeover Panel's Market Surveillance Unit on +44 (0)20 7638 0129.