Ophir Energy
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THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. If you have sold or otherwise transferred all of your Ophir Shares, please send this document (the ‘‘Circular’’), together with the accompanying Form of Proxy, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee, except that such documents should not be sent to any jurisdiction where to do so might constitute a violation of local securities laws or regulations. If you sell or have sold part only of your holding of Ophir Shares, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected. This document does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security. A prospectus relating to Ophir Energy plc (‘‘Ophir’’ or the ‘‘Company’’) in connection with the proposed issue of New Ophir Shares to Salamander Shareholders has been published today and is available on Ophir’s website (www.ophir-energy.com). Application will be made to the FCA for the New Ophir Shares to be issued pursuant to the Transaction to be admitted to the premium listing segment of the Official List, and will be made to the London Stock Exchange for the New Ophir Shares to be admitted to trading on the London Stock Exchange’s main market for listed securities. It is expected that Admission will become effective, and that dealings on the London Stock Exchange in the New Ophir Shares will commence, on or shortly after the Effective Date which, subject to the satisfaction of certain conditions, including the sanction of the Scheme by the Court, is expected to take place on 3 March 2015 (although this date is subject to change). OPHIR ENERGY PLC Incorporated under the Companies Act 1985 and registered in England and Wales with registered number 05047425 Proposed acquisition of Salamander Energy plc (‘‘Salamander’’) and Notice of General Meeting This Circular should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company which is set out at Part I of this Circular and which recommends you to vote in favour of the Resolution to be proposed at the Ophir General Meeting referred to below. Please also see Part II of this Circular for a discussion of certain risk factors that you should consider carefully when deciding whether or not to vote in favour of the Resolution to be proposed at the Ophir General Meeting. The whole of this Circular should be read in light of these risk factors. Notice of a General Meeting of Ophir to be held at the offices of Linklaters LLP at 11.00 a.m. on 6 February 2015 is set out at the end of this Circular. A Form of Proxy for use at the Ophir General Meeting is enclosed with this Circular. The Form of Proxy, and any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority), must be received by post or (during normal business hours only) by hand at the offices of the Company’s Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, BN99 6DA (or, should Shareholders prefer, in an envelope addressed to FREEPOST RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, LANCING, BN99 8LU) by no later than 11.00 a.m. on 4 February 2015, being 48 hours before the time appointed for the holding of the Ophir General Meeting excluding non-working days. Shareholders may, if they so wish, submit their proxies electronically at www.sharevote.co.uk using the Voting ID, Task ID and Shareholder Reference Numbers set out in the Form of Proxy, by no later than 11.00 a.m. on 4 February 2015, being 48 hours before the time appointed for the holding of the Ophir General Meeting excluding non-working days. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Ophir General Meeting by following the procedures described in the CREST Manual (www.euroclear.com). CREST Personal Members or other CREST Sponsored Members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST proxy instruction must be transmitted in accordance with the procedures described in the CREST Manual so that it is received by the issuer’s agent (ID: RA19) by no later than by the latest time for receipt of proxy appointments specified above. Completing and returning a Form of Proxy or electronic proxy appointment or completing and transmitting a CREST proxy instruction will not prevent a member from subsequently attending and voting at the Ophir General Meeting in person if they so wish. Credit Suisse Securities (Europe) Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as financial adviser to Ophir and no one else in connection with the matters described in this Circular and will not be responsible for anyone other than Ophir for providing the protections afforded to clients of Credit Suisse Securities (Europe) Limited nor for providing advice in relation to the matters referred to in this Circular, neither Credit Suisse Securities (Europe) Limited nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever whether direct or indirect, whether in contract, or tort, under statute or otherwise) to any person who is not a client of Credit Suisse Securities (Europe) Limited in connection with this Circular, any statement contained herein or otherwise. Morgan Stanley & Co. International plc (‘‘Morgan Stanley’’), which is authorised in the UK by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Ophir and no one else in connection with the matters described in this Circular, and will not be responsible for anyone other than Ophir for providing the protections afforded to clients of Morgan Stanley nor for providing advice in relation to the matters referred to in this Circular. Neither Morgan Stanley nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Morgan Stanley in connection with this Circular, any statement contained herein or otherwise. RBC Europe Limited, which is authorised in the UK by the Prudential Regulation Authority and authorised and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Ophir and no one else in connection with the matters described in this Circular, and will not be responsible for anyone other than Ophir for providing the protections afforded to clients of RBC Europe Limited nor for providing advice in relation to the matters referred to in this Circular. Neither RBC Europe Limited nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of RBC Europe Limited in connection with this Circular, any statement contained herein or otherwise. Save for the responsibilities and liabilities, if any, of Credit Suisse Securities (Europe) Limited, Morgan Stanley and RBC Europe Limited under the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Credit Suisse Securities (Europe) Limited, Morgan Stanley and RBC Europe Limited assume no responsibility whatsoever and make no representations or warranties, express or implied, in relation to the contents of this Circular, including its accuracy, completeness or verification or for any other statement made or purported to be made by Ophir, or on Ophir’s behalf, or by Credit Suisse Securities (Europe) Limited, Morgan Stanley or RBC Europe Limited or on Credit Suisse Securities (Europe) Limited’s, Morgan Stanley’s or RBC Europe Limited’s behalf and nothing contained in this Circular is, or shall be, relied on as a promise or representation in this respect, whether as to the past or the future, in connection with Ophir or the Transaction. Each of Credit Suisse Securities (Europe) Limited, Morgan Stanley and RBC Europe Limited accordingly disclaim to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this Circular or any such statement. The New Ophir Shares have not been, and are not expected to be, registered under the US Securities Act, or with any securities regulatory authority of any state or any other jurisdiction of the United 2 States.