TIDMOPHR TIDMDPL
RNS Number : 1696Q
Ophir Energy PLC
14 October 2011
Ophir Energy plc
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
For immediate release 14 October 2011
Recommended Offer for Dominion Petroleum Limited ("Dominion") by
Ophir Energy plc ("Ophir")
Further to the announcement on 13 October 2011, Ophir is pleased
to announce that it has entered into an agreement with the
outstanding Convertible Note Holders to acquire the remaining
convertible notes of Dominion for a cash consideration of $5.5
million, conditional on completion of the Offer. Ophir has
therefore entered into agreements to acquire 100 per cent. of
Dominion's outstanding convertible notes for a cash consideration
of $38.3 million, conditional upon completion of the Offer.
In addition, in connection with the purchase of the remaining
convertible notes, Ophir has received an irrevocable undertaking
from Manulife Asset Management (US) LLC, in respect of its direct
and indirect interests in Dominion Shares to vote in favour of the
Scheme at the Court Meeting and the resolutions to be proposed at
the General Meeting in respect of 68,688,140 Dominion Shares
representing, approximately 4.3 per cent of the Dominion Shares in
issue. This irrevocable undertaking will cease to have effect upon
the occurrence of the same events summarised in Appendix III to the
announcement dated 13 October 2011 (the "Offer Announcement") which
apply to Dominion Shareholders which are not Dominion Directors or
senior management.
In total, therefore, Ophir has received irrevocable undertakings
to vote in favour of the Scheme in respect of 509,196,052 Dominion
Shares, representing approximately 32.0 per cent. of the existing
issued share capital of Dominion.
Capitalised terms in the Offer Announcement shall have the same
meaning in this announcement, unless the context otherwise
requires.
The Offer will be made on the terms and subject to the
Conditions and further terms set out in Appendix I to the Offer
Announcement and the further terms and conditions to be set out in
the Scheme Document and forms of proxy in relation to the Court
Meeting when issued. The sources and bases of certain financial
information contained in this Announcement are set out in Appendix
II to the Offer Announcement.
Enquiries
Ophir Tel: +44 (0) 20 7290 5800
Nick Cooper, Chief Executive Officer
Jonathan Taylor, Founder Director
J.P. Morgan Cazenove (Financial Adviser to Ophir) Tel: +44 (0)
20 7742 4000
Barry Weir
Neil Passmore
James Robinson
FTI Consulting (PR Adviser to Ophir) Tel: +44 (0) 20 7831
3113
Billy Clegg
Edward Westropp
Dominion Tel: +44 (0) 20 7349 5900
Roger Cagle, Chairman
Andrew Cochran, Chief Executive Officer
Rob Shepherd, Finance Director
BofA Merrill Lynch (Joint Financial Adviser to Dominion) Tel:
+44 (0) 20 7628 1000
Paul Wheeler
Anya Weaving
Paul Frankfurt
RBC Capital Markets (NOMAD, Joint Financial Adviser to
Dominion)
Jeremy Low Tel: +44 (0) 20 7653 4000
Martin Eales
Pelham Bell Pottinger Limited (PR Adviser to Dominion) Tel: +44
(0) 20 7861 3112
Archie Berens
J.P. Morgan Cazenove is acting exclusively for Ophir and no one
else in connection with the Offer or any other matter set out in
this Announcement and will not be responsible to anyone other than
Ophir for providing the protections afforded to clients of J.P.
Morgan Cazenove or for providing advice in relation to the Offer or
in relation to the contents of this Announcement or any transaction
or any other matters referred to herein.
BofA Merrill Lynch is acting exclusively for Dominion and no one
else in connection with the Offer or any other matter set out in
this Announcement and will not be responsible to anyone other than
Dominion for providing the protections afforded to clients of BofA
Merrill Lynch or for providing advice in relation to the Offer or
in relation to the contents of this Announcement or any transaction
or any other matters referred to herein.
RBC Europe Limited, which trades as RBC Capital Markets and
which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Dominion
and no one else in connection with the matters set out in this
Announcement, and will not be responsible to anyone other than
Dominion for providing the protections afforded to clients of RBC
Europe Limited or for providing advice in relation to matters set
out in this Announcement or any offer or arrangements referred to
herein or in the Scheme Document.
Further information
This Announcement is for information purposes only and is not
intended to, and does not constitute, or form part of, an offer to
sell or any invitation to purchase or subscribe for any securities
or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise. This Announcement does not constitute a
prospectus or a prospectus equivalent document. Dominion
Shareholders are advised to read carefully the formal documentation
in relation to the Offer once it has been despatched. The proposals
for the Offer will be made solely through the Scheme Document,
which will contain the full terms and conditions of the Scheme,
including details of how to vote with respect to the Scheme. Please
carefully read the Scheme Document in its entirety before making a
decision with respect to the Offer. Any acceptance or other
response to the proposals should be made on the basis of the
information in the Scheme Document.
This Announcement has been prepared for the purposes of
complying with English law and information disclosed in it may not
be the same as that which would have been prepared in accordance
with the laws of jurisdictions outside England.
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom and Bermuda may be
restricted by law or regulation and therefore persons into whose
possession this Announcement comes should inform themselves about
and observe such restrictions. Any failure to comply with these
restrictions may constitute a violation of securities laws of any
such jurisdictions. To the fullest extent permitted by law,
Dominion and Ophir disclaim any responsibility or liability for the
violation of such restrictions by such person.
Any person (including, without limitation, any custodian,
nominee and trustee) who would, or otherwise intends to, or who may
have a contractual or legal obligation to forward this Announcement
and/or the Scheme Document and/or any other related document to any
jurisdiction outside the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdiction before taking any action.
The Scheme is subject to Bermuda law and is not subject to the
City Code on Takeovers and Mergers or the jurisdiction of the Panel
and this Announcement has not been prepared for the purpose of
complying with the City Code on Takeovers and Mergers.
The Offer relates to the shares in a Bermuda company and is
proposed to be made by means of a scheme of arrangement under the
Act. The scheme of arrangement will relate to the shares of a
Bermuda company that is a 'foreign private issuer' as defined under
Rule 3b-4 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). A transaction effected by means of a scheme
of arrangement is not subject to the proxy solicitation nor the
tender offer rules under the Exchange Act. Accordingly, the Offer
is subject to the disclosure requirements and practices applicable
in Bermuda to schemes of arrangement, which differ from the
disclosure requirements of the US proxy solicitation and tender
offer rules. Financial information included in the Scheme Document
and other documentation relating to the Scheme will have been
prepared in accordance with accounting standards that may not be
comparable to the financial statements of US companies.
Any securities to be offered pursuant to the Offer as described
in this Announcement have not been and will not be registered under
the US Securities Act of 1933, as amended (the "Securities Act"),
or under the securities laws of any state, district or other
jurisdiction of the United States. Accordingly, such securities may
not be offered, sold or delivered, directly or indirectly, in or
into such jurisdictions except pursuant to exemptions from
applicable requirements of such jurisdictions. It is expected that
the New Ophir Shares to be issued in the Scheme will be issued in
reliance upon the exemption from the registration requirements of
the Securities Act provided by Section 3(a)(10) thereof. Under
applicable US securities laws, persons (whether or not US persons)
who are or will be "affiliates" (within the meaning of the
Securities Act) of Dominion or Ophir prior to, or of Ophir after,
the Effective Date will be subject to certain transfer restrictions
relating to the New Ophir Shares received in connection with the
Scheme.
If the Offer is implemented by way of an Amalgamation or a
Takeover Offer under Bermuda law, the Offer will be made in
compliance with applicable US laws and regulations, including (in
the case of a Takeover Offer) applicable provisions of the tender
offer rules under the Exchange Act.
Forward-Looking Statements
This Announcement, including information included or
incorporated by reference in this Announcement, may contain
"forward-looking statements" concerning Dominion and/or Ophir that
are subject to risks and uncertainties. Generally, the words
"will", "may", "should", "continue", "believes", "expects",
"intends", "anticipates" or similar expressions identify
forward-looking statements. These forward-looking statements
involve risks and uncertainties that could cause actual results to
differ materially from those expressed in the forward-looking
statements. Many of these risks and uncertainties relate to factors
that are beyond Ophir's and Dominion's ability to control or
estimate precisely, such as future market conditions, changes in
regulatory environment and the behaviour of other market
participants. Ophir and Dominion cannot give any assurance that
such forward-looking statements will prove to have been correct.
The reader is cautioned not to place undue reliance on these
forward looking statements. Ophir and Dominion assume no obligation
and do not undertake any obligation to update or revise publicly
any of the forward-looking statements set out herein, whether as a
result of new information, future events or otherwise, except to
the extent legally required.
Publication on websites
A copy of this Announcement is and will be available free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, for inspection on Ophir's
website at www.ophirenergy.com and on Dominion's website at
www.dominionpetroleum.com by no later than 12 noon on 15 October
2011.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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