SALAMANDER ENERGY PLC UPDATE ON POSTING OF SCHEME DOCUMENT
Salamander Energy plc
4th Floor, 25 Great Pulteney Street, London, W1F 9LT
Telephone: +44 20 7432 2680 Fax: +44 20 7692 5524
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM, ANY RESTRICTED JURISDICTIONS OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
5 December 2014
SALAMANDER ENERGY PLC
UPDATE ON POSTING OF SCHEME DOCUMENT
On 24 November 2014, Salamander Energy plc ("Salamander") and Ophir Energy plc ("Ophir") announced they had reached agreement on the terms of a recommended acquisition to be made by Ophir and/or a wholly-owned subsidiary of Ophir for the entire issued and to be issued share capital of Salamander (the "Offer"). As outlined in the announcement of 24 November 2014, it is intended that the Offer is to be implemented by means of a Court sanctioned scheme of arrangement of Salamander under Part 26 of the Companies Act 2006 (the "Scheme").
The Takeover Panel has agreed with Salamander and Ophir to extend the date by which the circular to shareholders in connection with the Scheme (the "Scheme Document") must be posted to Wednesday 14 January 2015. This extension is required for practical reasons due to the closure of the Courts for the holiday period from 20 December 2014 to 11 January 2015 (inclusive). It is still expected that the Offer will become effective before 31 March 2015. A further overview of the expected timetable of principal events will be included in the Scheme Document in due course.
Enquiries:
Salamander Energy + 44 (0)20 7432 2680
James Menzies, Chief Executive Officer
Nick Ingrassia, Corporate Development Director
Goldman Sachs + 44 (0)20 7774 1000
(Lead Financial Adviser to Salamander)
Andrew Fry, Managing Director
Nimesh Khiroya, Managing Director
Jefferies Hoare Govett + 44 (0)20 7029 8000
(Corporate Broker to Salamander)
Chris Zeal
Graham Hertrich
Macquarie Capital (Europe) Limited + 44 (0)20 3037 2000
(Rule 3 Adviser to Salamander)
Jon Fitzpatrick, Senior Managing Director
Andrew Jones, Associate Director
Tulchan Communications +44 (0)20 7353 4200
(Communications Adviser to Salamander)
Martin Pengelley
Stephen Malthouse
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 or any vote for approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely pursuant to the terms of the Scheme Document or any other document by which the Offer is made which will contain the full terms and conditions of the Offer, including details of how to vote in respect of the Offer or to elect to sell shares in connection with the Offer, as the case may be. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Scheme Document or any other document by which the Offer is made.
This announcement has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers (the "Code") and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Salamander and no one else in connection with the Offer and the other matters referred to in this announcement, and will not be responsible to anyone other than Salamander for providing the protections afforded to clients of Goldman Sachs International or for providing advice in relation to the Offer or in connection with the other matters referred to in this announcement.
Jefferies Hoare Govett, a division of Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Salamander and no one else in connection with the Offer and the other matters referred to in this announcement, and will not be responsible to anyone other than Salamander for providing the protections afforded to clients of Jefferies, nor for providing advice in relation to the Offer or in connection with the other matters referred to in this announcement.
Macquarie Capital (Europe) Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Salamander and no one else in connection with the Offer and the other matters referred to in this announcement, and will not be responsible to anyone other than Salamander for providing the protections afforded to clients of Macquarie Capital (Europe) Limited or for providing advice in relation to the Offer or in connection with the other matters referred to in this announcement.
Disclosure requirements of the Takeover 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, 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.
Publication on website
A copy of this announcement will be made available at www.salamander-energy.com no later than 12:00 noon (London time) on 8 December 2014 (being the business day following the date of this announcement) in accordance with Rule 30.4 of the Code. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Forward looking statements
Some of the statements in this announcement include forward-looking statements which reflect the Salamander group's (the "Group") or, as applicable, the directors' of Salamander (the "Directors") current views with respect to financial performance, business strategy, plans and objectives of management for future operations (including development plans relating to the Group's exploration and production). These statements include forward-looking statements both with respect to the Group and the sectors and industries in which the Group operates. Statements which include the words "expects", "intends", "plans", "believes", "projects", "anticipates", "will", "targets", "aims", "may", "would", "could", "continue", their negative variations and similar statements of a future or forward-looking nature identify forward-looking statements for the purposes of the U.S. federal securities laws or otherwise. All forward-looking statements address matters that involve risks and uncertainties many of which are beyond the control of the Group. Accordingly, there are or will be important factors that could cause the Group's actual results to differ materially from those indicated in these statements. These factors include but are not limited to the following factors: declines in oil or gas prices; energy demand in South-East Asia; accuracy of the estimates of the Group's reserves and resources; the Group's ability to implement successfully any of its business strategies; the Group's ability to fund its future operations and capital needs through borrowing or otherwise; outcome of the exploration activities; increased operating costs; the Group's ability to obtain necessary regulatory approvals; competition in the markets where the Group operates; changes in tax rates; changes in accounting standards or practices; inflation and fluctuations in exchange rates; the impact of general business and global economic conditions; changes in political, economic, legal or social conditions in Thailand, Indonesia, or Laos; changes in the policies of the governments of Thailand, Indonesia, or Laos; and the Group's success in identifying other risks relating to its business and managing the risks relating to the aforementioned factors.
Any forward-looking statements in this announcement reflect the Group's or, as applicable, the Directors' current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Group's business, results of operations and growth strategy. Each forward-looking statement speaks only as of the date of this announcement. Subject to any obligations under applicable law, rules and regulations, neither Salamander nor the Directors undertakes any obligation to publicly update or review any forward-looking statement or other information contained in this announcement whether as a result of new information, future developments or otherwise. All subsequent written and oral forward-looking statements attributable to the Group or individuals acting on behalf of the Group are expressly qualified in their entirety by this paragraph.