Salamander Energy PLC Statement re. Press Comment (3108V)

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RNS Number : 3108V

Salamander Energy PLC

26 October 2014

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

27 October 2014

Salamander Energy plc ("Salamander" or the "Company")

The Board of Salamander Energy Plc ("Salamander" or the "Company") notes the recent press speculation and confirms that it has received a conditional proposal from Ophir Energy plc ("Ophir") with respect to a potential offer for the Company, the terms of which Salamander is seeking to clarify. In addition, the Company is also in receipt of an approach from a consortium led by Compañía Española de Petróleos ("CEPSA") and Jynwel Capital (the "CEPSA Consortium"). The Board of Salamander has not received the detail of the CEPSA Consortium's proposal or confirmation that any offer will be forthcoming.

The proposals from Ophir and the CEPSA Consortium are subject to a number of conditions, including due diligence and the receipt of a unanimous recommendation from the Board of Salamander.

The Company is currently in discussions with both Ophir and the CEPSA Consortium in relation to their respective proposals. However, there can be no certainty that any offer will be forthcoming, or as to the terms of any such offer. Accordingly, shareholders are advised to take no action at this time.

In accordance with Rule 2.6(a) of the City Code on Takeovers and Mergers (the "Code"), each of Ophir and the CEPSA Consortium is required, by no later than 5:00 p.m. on 24 November 2014, to either announce a firm intention to make an offer for Salamander in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. The deadline can be extended with the consent of the Takeover Panel (the "Panel") in accordance with Rule 2.6(c) of the Code.

This announcement has been made without the consent of Ophir or the CEPSA Consortium.

Update on SONA Transaction

Salamander announced on 21 July 2014 the signing of an agreement under which Sona Petroleum Berhard ("SONA") would acquire an effective 40% working interest in the B8/38 concession (containing the Bualuang oil field) and the surrounding G4/50 concession, both located in the Gulf of Thailand (together the "SONA Transaction").

Subject to the outcome of the ongoing discussions described above, the board continues to believe that completion of the SONA Transaction is in the best interests of shareholders.

Contrary to remarks in the press, the SONA Transaction remains on track for completion before the end of 2014, in keeping with the timetable and strategy previously outlined. The $280 million of proceeds from the SONA Transaction would strengthen Salamander's balance sheet and would place the Company in a strong position to benefit from opportunities arising from the current market conditions.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, as at the date of this announcement, the Company has 259,129,055 ordinary shares of 10 pence each in issue and admitted to trading on the main market of the London Stock Exchange. The International Securities Identification Number for the ordinary shares is GB00B1GC5238. In addition, the Company confirms that there are in issue U.S.$100,000,000 in principal amount of 5 per cent. convertible bonds due 30 March 2015 issued by the Company. The convertible bonds are convertible into shares in the Company. The ISIN for the convertible bonds is XS0497505957

Contacts:

Salamander Energy

James Menzies, Chief Executive Officer

Nick Ingrassia, Corporate Development Director

[phone]

Goldman Sachs International

Andrew Fry, Managing Director

Nimesh Khiroya, Managing Director

[phone]

Tulchan

Martin Pengelley

Stephen Malthouse

[phone]

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 whether pursuant to this announcement or otherwise.

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.

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 [phone] 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 28 October 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.

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 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 nor for providing advice in connection with the matters referred to in this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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