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Ophir Energy Plc (OPHR)

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Wednesday 02 January, 2019

Ophir Energy Plc

Statement re Possible Offer for Ophir Energy

RNS Number : 8663L
Ophir Energy Plc
01 January 2019
 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF MAR.

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 OR

AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE

 

 

For immediate release                                                                                                                 31 December 2018

Ophir Energy plc

 

Statement regarding the potential acquisition of Ophir Energy plc ("Ophir") by PT Medco Energi Global PTE Ltd ("Medco") (a wholly-owned subsidiary of PT Medco Energi Internasional Tbk).

 

Further to the share price movement in Ophir, the Boards of Ophir and Medco confirm they are in discussions about a possible cash offer to be made by Medco for the entire issued and to be issued share capital of Ophir.

 

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, or as to the terms on which any offer might be made.  A further announcement will be made as and when appropriate.

 

For the purposes of Rule 2.4(c) of the Code, in accordance with Rule 2.6(a) of the Code, Ophir announces that, by not later than 5.00 pm on 28 January 2019 (the "Deadline"), Medco must 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 either 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.

This announcement has been made with the consent of Medco.

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

 

Medco 

Investor Relations

Myrta Sri Utami

 

 

+62 21 29953106

Andhika Suryadharma

 

+62 21 29953150

 

Standard Chartered Bank - Financial Adviser to Medco

Tom Willett  /  Kamal Khullar  /  Karan Soni

Manny Chohhan  /  Alessandro Ceresa  /  James McKay

           +65 6876 0888

+44 (0) 20 7885 8888

 

 

 

 

 

Tulchan Communications - Public Relations Adviser to Medco

Martin Robinson  /  Martin Pengelley  /  Harry Cameron

Angela Campbell-Noë  /  Chong Yap Tok

+44 (0) 20 7353 4200

                    +65 6222 3765

 

 

 

 

 

About Ophir:

Ophir is an independent upstream oil and gas exploration and production company. It is listed on the London Stock Exchange (LEI: 213800LAZOZTKPAV258).

 

About Medco:

Medco is a leading Southeast Asian energy and natural resources company listed on the Jakarta Stock Exchange with a market capitalisation of approximately USD 900 million, operating across three key business segments being Oil & Gas, Power and Mining. 

 

In Oil & Gas, Medco has significant experience in managing complex and mature onshore and offshore assets and moving discovered and challenged resources to production, including LNG.  Medco's oil and gas assets are based primarily in Indonesia but it is focussed on expanding its Southeast Asia presence and adding to its existing international assets in the Middle East and North Africa.

 

Medco also operates gas, geothermal and hydro power plants in Indonesia through its 88% consolidated interest in Medco Power (12% held by the International Finance Corporation) and has an effective 39% non-consolidated interest in a large Indonesian copper and gold mine.

 

 

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(s), 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 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. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

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.

 

Standard Chartered Bank which is (i) authorised in the United Kingdom by the Prudential Regulation Authority, and (ii) regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting for Medco and for no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Medco for providing the protections afforded to clients of Standard Chartered Bank nor for providing advice in relation to the matters set out 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/investors. The content of this website is not incorporated into, and does not form part of, this announcement.

 

Rule 2.9 Requirement

In accordance with Rule 2.9 of the City Code, Ophir confirms that as at the date of this announcement, it has in issue 707,184,280 ordinary shares of 0.25p each (excluding ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is GB00B24CT194.

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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