Recommended Offer for Dominion Petroleum Limited (1696Q)

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: [phone]

Nick Cooper, Chief Executive Officer

Jonathan Taylor, Founder Director

J.P. Morgan Cazenove (Financial Adviser to Ophir) Tel: [phone]

Barry Weir

Neil Passmore

James Robinson

FTI Consulting (PR Adviser to Ophir) Tel: [phone]

Billy Clegg

Edward Westropp

Dominion Tel: [phone]

Roger Cagle, Chairman

Andrew Cochran, Chief Executive Officer

Rob Shepherd, Finance Director

BofA Merrill Lynch (Joint Financial Adviser to Dominion) Tel: [phone]

Paul Wheeler

Anya Weaving

Paul Frankfurt

RBC Capital Markets (NOMAD, Joint Financial Adviser to Dominion)

Jeremy Low Tel: [phone]

Martin Eales

Pelham Bell Pottinger Limited (PR Adviser to Dominion) Tel: [phone]

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

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