TIDMDPL
RNS Number : 3959T
Dominion Petroleum Limited
06 December 2011
6(th) December 2011
Dominion Petroleum Limited
("Dominion" or the "Company")
Corporate Update
BLOCK 7 FARM-OUT, DEEPWATER TANZANIA
On 5 October 2011, Dominion announced the farm-out of a 20%
working interest in Block 7, deepwater Tanzania to a Mubadala Oil
& Gas company ("Mubadala").
Dominion can now confirm that, following unconditional approval
of the farm-out by the Government of Tanzania, all matters required
for the farm-out to Mubadala have been completed. The monies
payable by Mubadala in relation to the farm-in, amounting to US$20
million, are due to be paid on or before the Closing Date, which is
15 December 2011.
Dominion also announces that it plans to commence the
acquisition of 2-D seismic data on Block 7 in early 2012. At least
1,000 square kilometres of data will be acquired further offshore
than last year's 3D survey. The purpose of the survey is to define
additional prospects in the deeper water portion of Block 7. The 2D
survey is also intended to aid refinement of the partial
relinquishment pattern for Block 7 that is required at the end of
the first Period of this licence.
Mubadala Oil & Gas is a business unit of Mubadala
Development Company with exploration and production interests in
the Middle East, North Africa, and Central and Southeast Asia.
Current net working interest production is in excess of 400,000
barrels of oil equivalent per day (boepd).
Andrew Cochran, CEO of Dominion, commented:
"I'm pleased to have received Tanzanian government approval for
the farm-out of Block 7 to Mubadala so the deal will close shortly.
Mubadala's participation has validated the prospectivity of the
acreage and our work on the Block to date. In Mubadala, we have a
partner with considerable resources as well as exploration and
commercial expertise."
UPDATE ON ACQUISITION BY OPHIR ENERGY
As announced on 13 October 2011, Ophir Energy plc ("Ophir") has
made a recommended offer for the entire issued and to be issued
share capital of Dominion (the "Acquisition"). The Acquisition is
to be implemented by way of a scheme of arrangement under section
99 of the Companies Act 1981 of Bermuda (the "Scheme"). The scheme
document containing further information about the Scheme was posted
by Dominion to its shareholders on 16 November 2011 and the
Prospectus issued by Ophir in relation to the New Ophir Shares to
be issued to Scheme Shareholders pursuant to the Scheme was
published on 2 December 2011 and made available on that date on
Ophir's website (www.ophirenergy.com).
The Acquisition remains subject to a number of Conditions,
including clearance from the Kenyan Competition Authority ("KCA")
and the Tanzanian Fair Competition Commission ("TFCC") and the
consent of the Republic of Kenya's Minister of Energy. As announced
on 16 November 2011, formal submissions have been made to the KCA
and the TFCC seeking clearance in respect of the Acquisition.
Dominion and Ophir are in the process of seeking the consent of the
Republic of Kenya's Minister of Energy to the Acquisition. Dominion
will update the market when formal responses have been
received.
The Acquisition is also subject to the requisite approvals being
obtained from Dominion Shareholders at the Court Meeting and the
General Meeting of Dominion Shareholders convened for 10 a.m.
(Bermuda time) and 10.15 a.m. (Bermuda time) respectively on 12
December 2011. The results of those meetings will be announced to
the market shortly thereafter.
Subject to satisfaction of the Conditions referred to above and,
amongst other things, the sanction of the Court, it is expected
that the Acquisition will be effected in accordance with the
indicative timetable of principal events set out in the Scheme
Document with the Scheme expected to become effective on 20 January
2012.
ENQUIRIES:
Dominion Petroleum Limited
Andrew Cochran, Chief Executive Officer +44 (0) 20 7349 5900
Rob Shepherd, Finance Director
Pelham Bell Pottinger Limited +44 (0)20 7861 3112 /
Archie Berens +44 (0)7802 442 486
RBC Capital Markets, NOMAD +44 (0)20 7653 4000
Martin Eales
Jonathan Hardy
Capitalised terms used in this announcement have the same
meanings as set out in the scheme document published by Dominion on
16 November 2011.
J.P. Morgan Cazenove is acting exclusively for Ophir and no one
else in connection with the Acquisition or any other matter set out
in this announcement or the Scheme Document 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 Acquisition or in relation to
the contents of this announcement, the Scheme Document or any
transaction or any other matters referred to herein or therein.
Merrill Lynch International ("BofA Merrill Lynch") is acting
exclusively for Dominion and no one else in connection with the
Acquisition or any other matter set out in this announcement or the
Scheme Document 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
Acquisition or in relation to the contents of this announcement,
the Scheme Document or any transaction or any other matters
referred to herein or therein.
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 the Scheme Document, 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 Acquisition or otherwise. Neither this announcement nor the
Scheme Document constitutes a prospectus or a prospectus equivalent
document. The proposals for the Acquisition are made solely through
the Scheme Document, which contains 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 Acquisition. Any
acceptance or other response to the proposals should be made on the
basis of the information in the Scheme Document.
This announcement and the Scheme Document have been prepared for
the purposes of complying with English law and Bermuda law and
information disclosed in them may not be the same as that which
would have been prepared in accordance with the laws of
jurisdictions outside England and Bermuda.
The release, publication or distribution of this announcement
and/or the Scheme Document in jurisdictions other than the United
Kingdom and Bermuda may be restricted by law or regulation and
therefore persons into whose possession this announcement and/or
the Scheme Document 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 or Bermuda 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.
Notice to US holders of Dominion Shares
The New Ophir Shares 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, re-offered, resold or delivered, directly or
indirectly, in or into such jurisdictions except pursuant to
exemptions from the applicable registration requirements of such
jurisdictions. As such, 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) of that Act based on Court approval of
the Scheme. For the purpose of qualifying for this exemption from
the registration requirements of the Securities Act, Dominion will
advise the Court that its sanctioning of the Scheme will be relied
upon by Dominion and Ophir as an approval of the Scheme following a
hearing on its fairness to Dominion Shareholders at which hearing
all such shareholders are entitled to attend in person or through
counsel to support or oppose the sanctioning of the Scheme and with
respect to which notification has been given to all such
shareholders.
The New Ophir Shares have not been and will not be registered
with, recommended by or approved by the SEC or any other federal,
state or foreign securities commission or regulatory authority, nor
has any such commission or regulatory authority reviewed or passed
comment upon the accuracy or adequacy of this document. Any
representation to the contrary is a criminal offence.
US persons should note that the Scheme relates to shares of a
Bermuda company that is a "foreign private issuer" as defined in
Rule 3b 4 under the US Securities Exchange Act of 1934, as amended
(the "US Securities Exchange Act"), and the Scheme will be governed
by Bermuda law. Neither the proxy solicitation rules nor the tender
offer rules under the US Securities Exchange Act will apply to the
Scheme. Moreover, the Scheme will be subject to the disclosure
requirements and practices applicable in Bermuda to takeovers
implemented by scheme of arrangement, which differ from the
disclosure requirements under US securities laws. Financial
information in, or incorporated by reference into, this
announcement and/or the Scheme Document has been prepared in
accordance with accounting standards that may not be comparable to
the accounting standards applicable to financial statements of US
companies. None of the financial information in, or incorporated
into, this document has been audited in accordance with auditing
standards generally accepted in the United States or the auditing
standards of the Public Company Accounting Oversight Board (United
States).
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 US Securities Exchange Act.
Forward-Looking Statements
This announcement and the Scheme Document, including information
included or incorporated by reference in the Scheme Document, may
contain "forward looking statements" concerning the Wider Ophir
Group and the Wider Dominion Group. Generally, the words "will",
"may", "should", "continue", "believes", "expects", "intends",
"anticipates" or similar expressions identify forward looking
statements. The forward looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those suggested by them. Many of these risks and uncertainties
relate to factors that are beyond the companies' abilities to
control or estimate precisely, such as future market conditions and
the behaviours of other market participant. 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. The statements
contained in this announcement and/or the Scheme Document are made
at the date of release/publication (as the case may be). Neither
the Wider Ophir Group nor the Wider Dominion Group assume any
obligation to, and do not intend to, update or revise publicly any
of the forward looking statements set out herein or therein,
whether as a result of new information, future events or otherwise,
except as required pursuant to applicable law including, without
limitation, the Prospectus Rules and the Disclosure and
Transparency Rules.
Nothing in this announcement or the Scheme Document shall be
deemed to be a forecast, projection or estimate of the future
financial performance of the Wider Ophir Group, or of the Wider
Dominion Group, or of the Combined Group, except where otherwise
stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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