11 Jan 2019 13:41
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 11 January 2019
Ophir Energy plc ("Ophir")
Statement regarding the potential acquisition of Ophir by PT Medco Energi Global PTE Ltd ("Medco Global") (a wholly-owned subsidiary of PT Medco Energi Internasional Tbk ("Medco")).
Ophir notes the announcement made by Medco earlier today in relation to the potential acquisition of Ophir.
Background to discussions
On 22 October 2018, Medco made an unsolicited approach to Ophir to acquire the entire issued and to be issued share capital of Ophir at an offer price of 58.0 pence per Ophir ordinary share. In addition, Medco indicated a willingness to consider offering Ophir's shareholders additional potential consideration via contingent value rights in relation to the Fortuna LNG asset in Equatorial Guinea (the "EG Asset") subject to further analysis and due diligence (the "Initial Offer").
On the basis of the Initial Offer, the Board of Ophir entered into discussions with Medco, granting access to due diligence to discuss how Ophir's shareholders could receive appropriate value for the EG Asset.
Following a number of discussions on value and offer structure, in the absence of any confirmation regarding the licence extension to the EG Asset and following the decline in oil price since the Initial Offer, Medco submitted a revised proposal on 20 December 2018 of 53.8 pence per Ophir ordinary share.
Updated proposal
This morning, Medco submitted an updated possible offer to the Board of Ophir at 48.5 pence per Ophir ordinary share and subsequently made a unilateral announcement without any further discussion.
Further announcements will be made as and when appropriate.
This announcement does not amount to a firm intention to make an offer under Rule 2.7 of the Code and there can be no certainty that any offer will be made.
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.