Ophir Energy Plc Update on Irrecovable Undertakings (3152Z)
December 10 2014 - 2:01AM
UK Regulatory
TIDMOPHR TIDMSMDR
RNS Number : 3152Z
Ophir Energy Plc
10 December 2014
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
10 December 2014
Ophir Energy plc
Recommended Acquisition of Salamander Energy plc
("Salamander")
Update on Irrecovable Undertakings
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.
SailingStone Capital Partners LLC has disclosed pursuant to Rule
8 of the Takeover Code that it sold 66,131 Salamander Shares on 8
December 2014, representing less than 0.0003 per cent. of
Salamander's existing issued share capital.
As a result, the irrevocable undertaking given by SailingStone
Capital Partners LLC to vote in favour of the resolutions relating
to the Transaction at the Meetings and vote against the SONA
Disposal Shareholder Approval Resolution is now in respect of
34,637,461 Salamander Shares, still representing approximately
13.37 per cent. of Salamander's existing issued share capital.
Therefore, in total, 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 in
respect of aggregate holdings of 72,211,931 Salamander Shares,
representing approximately 27.9 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 2400
Nick Cooper Chief Executive Officer
Bill Higgs Executive Director & Chief Operating Officer
Geoff 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 11 December 2014. The content of the website
referred to in this announcement is not incorporated into and does
not form part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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