13 Jan 2015 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
13 January 2015
Ophir Energy plc
Recommended Acquisition of Salamander Energy plc ("Salamander")
Update on Letters of Intent
As announced by Ophir Energy plc ("Ophir") on 24 November 2014, Ophir has received irrevocable undertakings and non-binding letters of intent to vote in favour of the resolutions relating to the Transaction at the Meetings and vote against the SONA Disposal Shareholder Approval Resolution.
T. Rowe Price International Ltd has notified Ophir that it has acquired further Salamander Shares, such that it holds 5,120,823 Salamander Shares, representing approximately 2.0 per cent. of Salamander's existing issued share capital. Furthermore, T. Rowe Price Associates, Inc. has notified Ophir that is has also acquired further Salamander Shares, such that it holds 16,250,850 Salamander Shares, representing approximately 6.3 per cent. of Salamander's existing issued share capital.
As a result, following such acquisitions, the non-binding letters of intent given by T. Rowe Price International Ltd and T. Rowe Price Associates, Inc. to vote in favour of the resolutions relating to the Transaction at the Meetings and vote against the SONA Disposal Shareholder Approval Resolution will be in respect of 21,371,673 Salamander Shares in aggregate, representing approximately 8.2 per cent. of Salamander's existing issued share capital.
Therefore, in total, Ophir will have received irrevocable undertakings and non-binding letters of intent to vote in favour of the resolutions relating to the Transaction at the Meetings and vote against the SONA Disposal Shareholder Approval Resolution in respect of aggregate holdings of 73,154,570 Salamander Shares, representing approximately 28.2 per cent. of Salamander's existing issued share capital. The irrevocable undertakings given by Salamander Shareholders (other than Salamander Directors) do not prevent such Salamander Shareholders from selling all or any part of their Salamander Shares (other than to a competing offeror for Salamander).
Capitalised terms used in this announcement shall have the meaning given to them in the announcement by Ophir dated 24 November 2014.
For further information, please contact:
Ophir Energy plc +44 20 7811 2400Nick Cooper Chief Executive Officer Bill Higgs Executive Director & Chief Operating OfficerGeoff Callow Head of Investor Relations
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 Takeover 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 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 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.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities. This announcement has been prepared in accordance with English law and the Takeover Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside of the United Kingdom.
The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to Salamander shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Salamander shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.
Publication on Website
A copy of this announcement will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, at www.ophir-energy.com by no later than 12 noon (London time) on 14 January 2015. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.