Notice of Change of Control

To:           Norsk Tillitsmann ASA           
                P.O. Box 1470 Vika
                N-0116 Oslo
                Norway
 

                                (the "Bond Trustee") 

NOTICE OF CHANGE OF CONTROL

21st May 2019

Dear Sirs

Acquisition of Ophir Energy plc by Medco Energi Global PTE Ltd ("Medco")

1.              INTRODUCTION

1.1            We refer to the bond agreement dated 5 December 2013 between Salamander Energy plc as Issuer and the Bond Trustee on behalf of the Bondholders in relation to the issue of 9.75 per cent Unsecured Callable Bonds (the "Bond Agreement").

1.2            Unless otherwise defined, capitalised terms used in the Bond Agreement have the same meaning when used in this notice.

2.              CHANGE OF CONTROL

2.1            In accordance with clause 10.3.2 (Change of control) of the Bond Agreement, we hereby give you notice that Medco acquired the entire issued and to be issued share capital of OEPLC by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 on 21st May 2019 (the "Acquisition"), which constitutes a Change of Control Event under the Bond Agreement. Further details of the Acquisition can be found in the link to the press release here (https://www.ophir-energy.com/press-releases/).

2.2            We hereby request that you confirm receipt of this notice by counter-signing this notice.

2.3            Clauses 18.7 (Dispute resolution and legal venue) and 18.8 (Process Agent) of the Bond Agreement shall apply mutatis mutandis to this notice except that any references therein to "this Bond Agreement" shall, for the purposes of this notice, be deemed to be a reference to "this notice". 

Yours faithfully,

………………………………………………………………………………
Signed for and on behalf of Salamander Energy plc

We hereby acknowledge receipt of the Notice.

……………………………………………………………………………….

Signed for and on behalf of Norsk Tillitsmann ASA

DATE: ……………………………………………… 2019     


Please see the associated PDF to view the announcement in full.


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