PLACING OF UP TO 30.5 MILLION NEW ORDINARY SHARES

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION INTO WHICH THE SAME WOULD BE UNLAWFUL.

Ophir Energy PLC

PLACING OF UP TO 30.5 MILLION NEW ORDINARY SHARES

Ophir Energy plc announces capital raising to part-finance an expanded 2012/2013 Exploration Programme:

·; Placing of up to 30.5 million new ordinary shares of 0.25 pence each;

·; Expected proceeds to be used to part-finance an expanded 2012/2013 exploration programme:

·; Enable Ophir to remain at 40% equity position for longer in Blocks 1, 3 and 4 to test deeper prospect inventory and chase the base of slope stratigraphic fan play (Mozambique analogue)

·; Facilitate an Ophir-operated drilling programme on East Pande and Block 7 (Tanzania) plus Block L9 (Kenya)

·; Facilitate additional exploration in Gabon

Nick Cooper, Chief Executive Officer commented:

"Ophir's portfolio has advanced substantially since IPO now combining the largest offshore acreage holding in East Africa with a significant position in West Africa. We will continue to actively manage this portfolio and once the resource potential of a particular asset is well understood, we will work to introduce partners and to maximise value for shareholders.

We are delighted with our drilling results to date in Tanzania: four successes in four wells and ca. 7 TCF of recoverable resources discovered. The Jodari-1 discovery, announced on March 26, 2012, maintains our momentum and is the largest discovery in the Company's history. More broadly, the industry's understanding of the scale and potential of the East African play continues to evolve with additional 3D seismic and drilling information.

Ophir's East African acreage is characterised by relatively high net equity stakes for a mid-cap independent. The Company holds a 40% non-operated stake in Blocks 1, 3 and 4 with BG; and stakes of 60-90% in our operated Block 7 and East Pande (Tanzania); Blocks L-09 and L-15 (Kenya).

The proceeds from this placing will be used to finance a significant portion of our expanded 2012-2013 African exploration programme. It will allow Ophir to maintain its current equity position in the Block 1, 3, 4 JV with BG while we continue to investigate the world-class potential of this asset base. At the same time we plan to introduce industry partners into our operated East African positions during the second half of 2012 and are preparing for an Q1 2013 East African programme on our operated acreage in Block 7, East Pande and L-09.

In West Africa, by the end of the year we will see the results of extensive 3D seismic pre-salt exploration programme in Gabon and of a three-well programme in Equatorial Guinea.

The East African offshore gas play continues to evolve at pace; the West African programme is gearing up for drilling in Q2 2012. Ophir looks forward to a 2012-2013 programme of 22 high impact wells targeting over 9 TCF plus over 1.3 BbbL of net, unrisked, recoverable resources1.."

1. Based on Ophir management estimates.

Use of proceeds

Since the Initial Public Offering (IPO), Ophir's portfolio has progressed substantially. The Company has undertaken five 3D and one 2D seismic programmes, and drilled two wells. An additional eight wells are planned to spud before the end of 2012.

New 3D seismic data in the Gabonese pre-salt and post-salt plays is being processed; with the first drilling expected to commence at the end of the year.

The Company's East African position was strengthened through the acquisition of Dominion Petroleum Ltd in February 2012, which added both Kenyan and Tanzanian licences to the Ophir portfolio. The Company plans to drill on this acreage and on Ophir's operated East Pande Block in Q1 2013.

In Tanzania, Ophir and BG have commenced a 3D seismic survey over the eastern portion of Block 1 to investigate the possibility of an analogous depositional setting to the late 2011/early 2012 offshore stratigraphic discoveries in Mozambique. The interpretation of this new seismic data by mid-year may impact the timing, scale and prioritization of the Company's current drilling programme.

The current 2012 programme of nine wells remains fully funded from the proceeds of the Company's 2011 IPO and the residual cash balance as at December 31, 2011 of USD $396.6 mm. In light of a possible expanded 2012 exploration programme and the upcoming 2013 programme, the Company has determined that additional funding flexibility is required to fully interpret and rank the prospect inventory on its existing asset base, to progress existing discoveries further along the value chain, and to apply the team's knowledge to new entry opportunities, while retaining material equity in their existing, highly-prospective positions.

The Company is therefore now conducting an equity placing to provide financial flexibility to part-fund the Company's activities through 2013. This will enable Ophir to remain at 40% for a longer period in Blocks 1, 3 and 4 to rigorously test deeper prospect inventory and to chase the base of slope stratigraphic fan play (Mozambique analogue). It will also facilitate an operated East African offshore drilling programme on East Pande and Block 7 (Tanzania) and Block L-09 (Kenya) plus an expanded West African programme in Gabon and potentially in Equatorial Guinea.

The Company's plan to drill nine wells in 2012 remains on course. The Company's 2013 African programme of twelve-thirteen wells includes:

·; Five-six additional exploration and appraisal wells with BG across Tanzanian Blocks 1, 3, and 4

·; Three wells on Ophir-operated Tanzanian and Kenyan acreage (East Pande, Block 7 and L-09)

·; One additional well targeting the Manga prospect in Gabon

·; Two-three proposed wells in Equatorial Guinea

·; One well in Madagascar

In total, Ophir anticipates the drilling of 22 wells in 2012-20131. In parallel, the Company will continue to actively manage its portfolio and bring partners into the Company's operated high working-interest positions.

1.Timing of drilling and number of wells is based on current expectations and is subject to change.

Table 1. Ophir's 2012-2013 Drilling Programme

1. Ophir Equity interest pre-government back-in

2. Ophir management resource estimates

The Placing

Under the terms and conditions of the Placing, the Company intends to place up to 30.5 million new ordinary shares of 0.25 pence each, subject to the terms and conditions set out in the Appendix (which forms part of this Announcement). The Placing is being conducted through an accelerated bookbuild (the "Bookbuild") which will be launched immediately following this Announcement. J.P. Morgan Cazenove ("J.P. Morgan Cazenove") (which is the name under which J.P. Morgan Securities Ltd. operates its investment banking business in the United Kingdom), RBC Capital Markets ("RBC") (which is the name under which RBC Europe Limited operates its investment banking business in Europe) and Oriel Securities Limited ("Oriel") are acting as bookrunners in relation to the Placing (the "Bookrunners"). The timing for the close of the Bookbuild, pricing and allocations is at the discretion of the Bookrunners following consultation with the Company.

The number of Placing Shares and the price (the "Placing Price") at which the Placing Shares are to be placed will be determined at the close of the Bookbuild process. Details of the number of Placing Shares and the Placing Price will be announced as soon as practicable after the close of the Bookbuild.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive all dividends and other distributions declared in respect of such ordinary shares after the date of the issue of the Placing Shares. If all the Placing Shares are placed, it would represent an increase of approximately 8.3 per cent. in the issued ordinary share capital of the Company, and the Placing Shares would represent approximately 7.7 per cent. of the enlarged issued ordinary share capital of the Company.

The Company will apply for the Placing Shares to be admitted to the premium segment of the Official List of the Financial Services Authority (the "FSA"), and to be admitted to trading on the main market of the London Stock Exchange plc (together, "Admission"). It is expected that settlement of payment for the Placing Shares issued pursuant to the Placing, as well as Admission, will take place on 2 April 2012. The Placing is conditional, among other things, on Admission becoming effective. The Placing is also conditional on the placing agreement made between the Bookrunners and the Company not being terminated.

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement (including the Appendix) in its entirety and to be making such offer on the terms and subject to the conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgments, agreements and undertakings contained in the Appendix to this Announcement.

The Appendix to this Announcement (which forms part of this Announcement) sets out the terms and conditions of the Placing.

ENQUIRIES

This Announcement (including the Appendix) contains (or may contain) certain "forward-looking statements" with respect to certain of the Company's plans and its current goals or expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. Forward looking statements are typically identified by the use of forward looking terminology such as 'aims', 'believes', 'expects', 'may', 'will', 'could', 'should', 'intends', 'estimates', 'plans', 'assumes' or 'anticipates' or the negative thereof or other words of similar meaning. Examples of such forward-looking statements include, among others, statements regarding the Company's business strategy estimates of expenditure, future plans, present or future events, or objectives for future operations that involve risks and uncertainties and are not historic fact. Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Company's current beliefs and expectations about future events. Such statements are based on current expectations and, by their nature, are subject to a number of risks and uncertainties that could cause actual results and performance to differ materially from any expected future results or performance, expressed or implied, by the forward-looking statement. No assurance can be given that such forward-looking statements results will be achieved. Factors that might cause forward-looking statements to differ materially from actual results include, among other things, the following: global economic conditions economic conditions in the UK and other jurisdictions in which the Company operates or invests, the effects of continued volatility in credit markets, exchange rate of fluctuations and legislative, fiscal and regulatory developments. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement and the Company assumes no obligation to, and does not intend to update or revise publicly any of them whether as a result of new information, future events or otherwise, except to the extent required by the FSA, the London Stock Exchange or by applicable law, the Prospectus Rules, the Listing Rules and the Disclosure and Transparency Rules.

This Announcement (including the Appendix) and the information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, South Africa or any other state or jurisdiction into which the same would be unlawful. This Announcement (including the Appendix) is for information purposes only and shall not constitute an offer to buy, sell, issue, or acquire, or the solicitation of an offer to buy, sell, issue, or acquire any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. This Announcement (including the Appendix) does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, Japan or South Africa. In particular, the Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. No public offering of the Placing Shares is being made in the United States, Australia, Canada, Japan or South Africa.

This Announcement (including the Appendix) has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of the Bookrunners or by any of their Affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The Bookrunners, each of which is authorised and regulated in the United Kingdom by the FSA, are acting for the Company and for no-one else in connection with the Bookbuild and the Placing and will not be responsible to any person other than the Company for providing the protections afforded to their clients or for providing advice to any other person in relation to the Placing or any other matter referred to in this Announcement (including the Appendix).

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 AS AMENDED ("FSMA"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2.1(e)(i), (ii) OR (iii) OF DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE"); AND (2) IN THE UNITED KINGDOM FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR ARE PERSONS WHO FALL WITHIN ARTICLE 49(2)(a) TO (d) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN OPHIR ENERGY PLC.

Persons (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares have been given, will be deemed to have read and understood this Announcement (including the Appendix), in its entirety and to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements, agreements and undertakings contained herein.

In particular each such Placee represents, warrants and acknowledges that it:

1. is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2. in the case of a Relevant Person in a member state of the European Economic Area ("EEA") which has implemented the Prospectus Directive (each a "Relevant Member State") who acquires any Placing Shares pursuant to the Placing:

(i) it is a Qualified Investor within the meaning of Article 2(1)(E) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors"); and

(ii) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that: (a) the Placing Shares subscribed for and/or acquired by it in the Placing have not been subscribed for and/or acquired on behalf of, nor have they been or will be acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of the Bookrunners has been given to the offer or resale; or (b) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons; and

3. is acquiring the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion, and that it (and any such account) is outside the United States and is subscribing for the Placing Shares in an "offshore transaction" (within the meaning of Regulation S under the Securities Act) or, if it is not outside the United States, it is a "qualified institutional buyer" ("QIB") (as defined in Rule 144A under the Securities Act) or subscribing for the Placing Shares on behalf of a QIB, who will sign a letter in the form agreed between the Company and the Placing Agents (the "US Investor Letter"),

Persons (including without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or this Announcement should seek appropriate advice before taking any action.

The distribution of this Announcement (including the Appendix) and the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Bookrunners, or any of their respective Affiliates, that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Bookrunners to inform themselves about and to observe any such restrictions.

APPENDIX

TERMS AND CONDITIONS

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

In this Appendix, unless the context otherwise requires, the "Company" means Ophir Energy plc and "Placee" includes a person (including individuals, funds or others) on whose behalf a commitment to acquire Placing Shares has been given.

Details of the Placing

The Bookrunners have entered into a placing agreement (the "Placing Agreement") with the Company under which the Bookrunners have undertaken, on the terms and subject to the conditions set out in the Placing Agreement, acting severally, to use their reasonable endeavours as agents of the Company to seek to procure Placees for the Placing Shares following completion of the bookbuilding process in respect of the Placing (the "Bookbuild"). In accordance with the terms of the Placing Agreement, subject to the execution of the terms of sale setting out the final number of Placing Shares and the final Placing Price (each as defined below), if Placees fail to take up their allocation of Placing Shares at the Placing Price, the Bookrunners have severally (and not jointly or jointly and severally) agreed to take up such shares and the Company agrees to allot and issue such shares to the Bookrunners, at the Placing Price and on the terms set out in the Placing Agreement. The Placing Price will be determined following completion of the Bookbuild as set out in this Announcement (including this Appendix) and the Placing Agreement.

The Placing Shares will, when issued, be subject to the memorandum and articles of association of the Company and be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of 0.25 pence per share in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such ordinary shares after the date of issue of the Placing Shares.

As part of the Placing, the Company has agreed that it will not issue or sell any ordinary shares for a period of 90 days from the date of the Placing Agreement without the prior written consent of the Bookrunners. This agreement is subject to certain customary exceptions and does not prevent the Company from granting options under, and allotting and issuing ordinary shares pursuant to options granted under, the Company's share option schemes in accordance with normal practice, or any issue of shares related to employee share schemes or relating to existing warrants or convertible securities.

Application for admission to listing and trading

Application will be made to the FSA for admission of the Placing Shares to the premium segment of the Official List maintained by the FSA (the "Official List") and to the London Stock Exchange plc for admission to trading of the Placing Shares on the London Stock Exchange plc's market for listed securities (together, "Admission").

It is expected that Admission will take place at 8.00 a.m. (London time) on 2 April 2012 and that dealings in the Placing Shares on the London Stock Exchange's main market for listed securities will commence at that time.

Bookbuild

The Bookrunners will today commence the Bookbuild to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

The Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Participation in, and Principal Terms of, the Placing

1. J.P. Morgan Cazenove is acting as joint bookrunner, global coordinator and agent of the Company and each of RBC and Oriel is acting as joint bookrunner and agent of the Company.

2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Bookrunners. The Bookrunners and any of their respective Affiliates and/or agents are entitled to enter bids in the Bookbuild as investors for their own account.

3. By participating in the Bookbuild process and the Placing, Placees will be deemed to have read and understood this Announcement (including this Appendix) in its entirety and to be participating and making an offer for Placing Shares on the terms and conditions, and to be providing the representations, warranties, indemnities, acknowledgments, agreements and undertakings contained in this Appendix.

4. The Bookbuild will establish a single price (the "Placing Price") payable to the Bookrunners by all Placees whose bids are successful. The Placing Price will be determined by the Bookrunners in their discretion following consultation with the Company following completion of the Bookbuild. Any discount to the market price of the ordinary shares of the Company will be determined in accordance with the Listing Rules as published by the FSA pursuant to Part VI of FSMA. The Placing Price and the number of Placing Shares will be announced (the "Final Press Announcement") by the Company on a Regulatory Information Service following the completion of the Bookbuild.

5. To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at J.P. Morgan Cazenove, RBC or Oriel respectively. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire at either the Placing Price which is ultimately established by the Bookrunners following consultation with the Company, or at prices up to a price limit specified in its bid. Bids may be scaled down by the Bookrunners on the basis referred to in paragraph 9 below. Each of the Bookrunners is arranging the Placing severally, and not jointly, or jointly and severally, as agent of the Company.

6. The Bookbuild is expected to close no later than 4.30 p.m. (London time) on 28 March 2012 but may be closed earlier at the discretion of the Bookrunners following consultation with the Company. The Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon agreement of the Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

7. Each prospective Placee's allocation will be determined at the discretion of the Bookrunners following consultation with the Company and will be confirmed orally by the relevant Bookrunner, as agent of the Company as soon as practicable following the close of the Bookbuild. The relevant Bookrunner's oral confirmation of an allocation shall constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and subject to the conditions set out in this Appendix and the Company's Memorandum and Articles of Association.

8. Each prospective Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee by one of the Bookrunners. The terms of this Appendix will be deemed incorporated by reference therein.

9. Subject to paragraphs 5 and 6above, the Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined at their discretion and may scale down any bids for this purpose on such basis as they may determine. The Bookrunners may also, notwithstanding paragraphs 5 and 6above, subject to the prior consent of the Company: (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.

10. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the relevant Bookrunner's consent will not be capable of variation or revocation after the time at which it submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Bookrunner, to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

11. Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

12. All obligations under the Bookbuild and Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to under "Termination of the Placing".

13. By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

14. To the fullest extent permissible by law, none of the Bookrunners nor any of their Affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Bookrunners nor any of their Affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Bookrunners' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Bookrunners and the Company may agree.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of the Bookrunners under the Placing Agreement are, and the Placing is, conditional on, inter alia:

1. certain announcement obligations;

2. the representations and warranties on the part of the Company contained in the Placing Agreement being true and accurate and not misleading in any respect at any time prior to Admission, by reference to the facts and circumstances from time to time subsisting;

3. the performance or compliance by the Company of all of its obligations under the Placing Agreement and this Announcement (including this Appendix) which are required to be performed or complied with on or prior to Admission;

4. Admission occurring no later than 8.00 a.m. (London time) on the date specified in the executed Term Sheet or such later date as may be agreed in writing between the Company and the Bookrunners; and

5. there having not been, since the date of the Placing Agreement any material adverse change (financial or otherwise) in the operations or prospects of the Group or with regard to certain other matters,

(all conditions to the obligations of the Bookrunners included in the Placing Agreement being together the "conditions").

If any of the conditions in the Placing Agreement in relation to the Placing Shares are not satisfied or waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Bookrunners may agree), or has become incapable of being satisfied or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations under these terms and conditions shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

The Bookrunners may, at their discretion and upon such terms as they think fit, waive compliance by the Company, or extend the time and/or date for fulfilment by the Company, with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

None of the Bookrunners nor any of their Affiliates nor the Company or any other person shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing, each Placee agrees that any such decision is within the absolute discretion of the Bookrunners.

Termination of the Placing

The Bookrunners may, at their discretion, by notice in writing to the Company, terminate the Placing Agreement at any time prior to Admission if, inter alia:

1. They become aware that any statement contained in the Preliminary Results Announcement, this Announcement (including this Appendix) or certain other public documents is or has become, in the opinion of the Bookrunners (acting in good faith), untrue or incorrect in any material respect or misleading, or any matter has arisen, which would, if the Placing were made at that time, constitute, in the opinion of the Bookrunners (acting in good faith), an omission from the Preliminary Results Announcement, this Announcement (including this Appendix) or certain other public documents, and which the Bookrunners (acting in good faith) considers to be material in the context of the Placing or the Admission or any of the transactions contemplated by the Placing Agreement;

2. The Company has failed to comply with any obligation under the Placing Agreement or under the Subscription and Transfer Agreement or under the Option Agreement; or

3. They become aware of any breach of, or any event rendering untrue, incorrect, or misleading in any respect, any of the representations and warranties given by the Company in the Placing Agreement or an event occurs which, if those representations and warranties were repeated immediately after that event, would make any of those representations and warranties untrue, inaccurate or misleading.

If the Placing Agreement is terminated in accordance with its terms, the parties to the Placing Agreement shall be released and discharged (except for any liability arising in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions and no claim can be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and the Bookrunners that the exercise by the Company or the Bookrunners of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Bookrunners (as the case may be) and that neither the Company nor the Bookrunners need make any reference to such Placee and that neither the Company, the Bookrunners nor any of their respective Affiliates shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise or failure so to exercise.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and will not be capable of rescission or termination by it after oral confirmation by the Bookrunners following the close of the Bookbuild.

No prospectus

No prospectus or other offering document has been or will be submitted to be approved by the FSA in relation to the Placing and the Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix), the Final Press Announcement and any information publicly announced by the Company to a Regulatory Information Service (the "Publicly Available Information").

Each Placee, by participating in the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or the Bookrunners or any other person other than the Publicly Available Information and none of the Bookrunners nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the business, financial position or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Following close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it at the Placing Price and containing settlement instructions. Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed with J.P. Morgan Cazenove or RBC in accordance with either the standing CREST or certificated settlement instructions that it has in place with either of them (as appropriate).

Settlement of transactions in the Placing Shares (ISIN: GB00B24CT194) following Admission will take place within the CREST system. The Bookrunners and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof), to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not possible or practicable within the CREST system or would not be consistent with regulatory requirements in any Placee's jurisdiction.

The Company will deliver the Placing Shares to a CREST account operated by J.P. Morgan Cazenove as agent for the Company and J.P. Morgan Cazenove will enter its delivery (DEL) instructions into the CREST system.

It is expected that settlement will be on 2 April 2012 in accordance with the instructions set out in the trade confirmation (or such other time and/or date as the Company and the Bookrunners may agree).

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of two percentage points above prevailing LIBOR as determined by the Bookrunners.

Each Placee is deemed to agree that if it does not comply with these obligations, the relevant Bookrunner may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for its own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall between the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and further terms

By submitting a bid in the Bookbuild, each prospective Placee (and any person acting on such Placee's behalf) subscribing for Placing Shares represents, warrants, acknowledges and agrees (for itself and for any such prospective Placee) that:

1. it has read and understood this Announcement (including this Appendix) in its entirety and that its purchase of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on any information given or any representations or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares, or otherwise, other than the information contained in this Announcement (including this Appendix) and the Publicly Available Information and that in accepting the offer of its placing participation it will be relying solely on the information contained in the Announcement (including this Appendix);

2. it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document has been prepared in connection with the Placing;

3. the Company's ordinary shares are listed on the premium segment of the Official List of the FSA, and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FSA, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

4. none of the Bookrunners or the Company nor any of their Affiliates nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than this Announcement; nor has it requested the Bookrunners, the Company, any of their Affiliates or any person acting on behalf of any of them to provide it with any such information;

5. none of the Bookrunners nor any person acting on behalf of them nor any of their Affiliates has or shall have any liability for any publicly available or filed information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

6. (i) the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on Publicly Available Information in deciding to participate in the Placing; (ii) neither the Bookrunners, nor the Company nor their respective Affiliates has made any representation to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information; and (iii) it has conducted its own investigation of the business, financial and other position of the Company and the terms of the Placing, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing;

7. the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and that neither the Bookrunners nor any person acting on their behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement (including this Appendix) or the Publicly Available Information nor will be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

8. unless otherwise specifically agreed in writing with the Bookrunners, it is not (and at the time the Placing Shares are acquired will not be), and it will not be subscribing on behalf of, a resident of Australia, Canada, Japan or South Africa at the time the Placing Shares are acquired, and each of it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be: (i) outside the United States or acquiring the Placing Shares in an 'offshore transaction' in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act or (ii) if it is not outside the United States, is a QIB or acquiring the Placing Shares on behalf of a QIB, and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Placing Shares, is able to bear the economic risk of an investment in the Placing Shares, has adequate means of providing for its current and contingent needs, is able to sustain a complete loss of the investment in the Placing Shares and has no need for liquidity with respect to its investment in the Placing Shares and in the case of (ii) above, warrants that it is acquiring the Placing Shares for its own account or for one or more accounts as to each of which it exercises sole investment discretion and each of which is a QIB, for investment purposes and not with a view to any distribution or for resale in connection with, the distribution (within the meaning of US securities laws) thereof in whole or in part, in the United States;

9. the Placing Shares have not been and will not be registered or otherwise qualified for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa;

10. if it is an investor in Singapore, it is (a) an institutional investor as defined under Section 4A(1)(c) of the Securities and Futures Act of Singapore (the "SFA"); (b) an expert investor as defined under Section 4A(1)(b) of the SFA; (c) an accredited investor as defined under Section 4A(1)(a) of the SFA; or (d) a relevant person under section 275 of the SFA;

11. it and/or each person on whose behalf it is participating:

(i) is entitled to acquire Placing Shares pursuant to the Placing under the laws of all relevant jurisdictions;

(ii) has fully observed such laws;

(iii) has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and

(iv) has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto;

12. the Placing Shares have not and will not be registered under the Securities Act, or under the securities laws of any state of the United States;

13. it is not acquiring any of the Placing Shares as a result of any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D under the Securities Act) or directed selling efforts (as defined in Regulation S under the Securities Act);

14. if it is a pension fund or investment company, its acquisition of Placing Shares is in full compliance with applicable laws and regulations;

15. no representation has been made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

16. it will not distribute, forward, transfer or otherwise transmit this Appendix, or any other presentational or other materials concerning the Placing in or into the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

17. no action has been or will be taken by any of the Company, the Bookrunners or any person acting on behalf of the Company or the Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

18. none of the Bookrunners, nor any of their Affiliates, nor any person acting on behalf of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Bookrunners and that the Bookrunners will have no duties or responsibilities to a Placee for providing protections afforded to their clients under the rules of the FSA or for providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgments, agreements, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

19. it will make payment for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement (including this Appendix) on the due times and dates set out in this Announcement, failing which the relevant Placing Shares may be placed with others on such terms as the Bookrunners may in their discretion determine without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

20. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

21. the person who it specifies for registration as holder of the Placing Shares will be: (i) the Placee; or (ii) a nominee of the Placee, as the case may be. The Bookrunners and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and the Bookrunners in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of J.P. Morgan Cazenove or transferred to a CREST stock account of RBC who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

22. the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

23. (i) it and any person acting on its behalf falls within Article 19(5) and/or 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business and (ii) it and any person acting on its behalf is entitled to subscribe for Placing Shares comprised in its allocation under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities;

24. if a financial intermediary, as that term is used in Article 3(2) of the Directive of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (No 2003/71/EC) (as amended) (the "Prospectus Directive") (including any relevant implementing measure in any member state), represents and warrants that the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than to qualified investors, or in circumstances in which the prior consent of the Bookrunners has been given to the proposed offer or resale;

25. it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to the expiry of a period of six months from Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;

26. if it is within the EEA, it is a qualified investor as defined in section 86(7) of FSMA, being a person falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive;

27. it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

28. it has complied and it will comply with all applicable provisions of the FSMA with respect to anything done by it or on its behalf in relation to the Placing Shares in, from or otherwise involving the United Kingdom;

29. if it has received any confidential price sensitive information about the Company in advance of the Placings, it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to the information being made generally available;

30. neither of the Bookrunners, nor any of their Affiliates nor any person acting on behalf of the Bookrunners or their Affiliates is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings or indemnities contained in the Placing Agreement nor the exercise or performance of any of the Bookrunners' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

31. acknowledges and accepts that the Bookrunners may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise and, except as required by applicable law or regulation, the Bookrunners will not make any public disclosure in relation to such transactions;

32. it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive (which means Directive 2003/71/EC and includes any relevant implementing measure in any member state);

33. it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations (2003) (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

34. it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and are able to sustain a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

35. the Company, the Bookrunners, their respective Affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements, agreements and undertakings;

36. the Placing Shares will be issued subject to the terms and conditions of this Appendix;

37. this Appendix, any agreements entered into by it pursuant to this Appendix, all documents into which this Appendix is incorporated by reference or otherwise validly forms a part will be governed by and construed in accordance with English law and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that proceedings may be taken by the Company or the Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange; and

38. it (and any person acting on its behalf) agrees to indemnify and hold the Company, the Bookrunners and their respective Affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses): (i) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix; or (ii) incurred by the Bookrunners and/or the Company arising from the performance of the Placee's obligations as set out in this Announcement (including this Appendix), and further agrees that the provisions of this Appendix shall survive after completion of the Placing.

The representations, warranties, acknowledgements, agreements and undertakings contained in this Appendix are given to the Bookrunners for themselves and on behalf of the Company and are irrevocable.

The commitment to subscribe for Placing Shares on the terms set out in this Announcement (including this Appendix) and in the trade confirmation will continue notwithstanding any amendment that may in future be made to the terms of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing.

The agreement to allot and issue Placing Shares to Placees (and/or the persons for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither the Company nor the Bookrunners shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Bookrunners accordingly.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire for any Placing Shares.

The Bookrunners are acting exclusively for the Company and no one else in connection with the Bookbuild and the Placing and the Bookrunners will not be responsible to anyone (including Placees) other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Bookbuild or the Placing or any other matters referred to in this Announcement (including this Appendix).

Each Placee and any person acting on behalf of the Placee acknowledges that the Bookrunners do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Bookrunners may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares.

When a Placee or any person acting on behalf of the Placee is dealing with the Bookrunners, any money held in an account with any of the Bookrunners on behalf of that Placee and/or any person acting on behalf of that Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FSA made under FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence this money will not be segregated from the relevant Bookrunners' money in accordance with the client money rules and will be used by the Bookrunners in the course of their own business and a Placee will rank only as a general creditor of the Bookrunners.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

All times and dates in this Announcement (including this Appendix) may be subject to amendment. The Bookrunners will notify Placees and any persons acting on behalf of the Placees of any changes.

DEFINITIONS

In this Announcement:

"Admission" means the admission of the Placing Shares to the Official List in accordance with the Listing Rules and to trading on the London Stock Exchange's main market for listed securities;

"Affiliate" has the meaning given in Rule 501(b) of Regulation D or Rule 405 under the Securities Act;

"Bookbuild" means the bookbuilding procedure to be carried out by the Bookrunners in connection with the Placing;

"Bookrunners" means J.P. Morgan Cazenove, RBC Capital Markets and Oriel Securities Limited and "Bookrunner" means any one of them;

"Board" means the Board of Directors of the Company or a duly authorised committee thereof;

"CREST" means the system enabling title to securities to be evidenced and transferred in dematerialised form operated by Euroclear UK & Ireland Limited in accordance with the Uncertificated Securities Regulations 2001 (SI 2001/3755);

"Directors" means all the directors of the Company;

"Final Press Announcement" means the press announcement giving details of the results of the Placing and the Placing Price;

"FSA" means the Financial Services Authority;

"FSMA" means the Financial Services and Markets Act 2000, as amended;

"Group" means the Company and its subsidiary undertakings;

"JerseyCo" means Ophir Ventures (Jersey) Limited;

"London Stock Exchange" means London Stock Exchange plc;

"Listing Rules" means the listing rules produced by the FSA under Part VI of the FSMA and forming part of the FSA's Handbook of rules and guidance, as from time to time amending;

"Official List" means the list maintained by the FSA in accordance with section 74(1) of the FSMA for the purposes of Part VI of the FSMA;

"Ophir" or the "Company" means Ophir Energy plc;

"Option Agreement" means the ordinary share subscription and put and call option agreement entered into by the Company, JerseyCo and J.P. Morgan Cazenove;

"Ordinary Shares" means ordinary shares of 0.25 pence each in the capital of the Company;

"Placees" means persons (including individuals, funds or others) on whose behalf a commitment to acquire Placing Shares has been given and Placee means any one of them;

"Placing" means the placing of the Placing Shares by the Bookrunners with institutional and other investors on behalf of the Company;

"Placing Agreement" means the agreement between the Company and the Bookrunners in connection with the Placing;

"Placing Price" means the price per Ordinary Share at which the Placing Shares are to be placed with Placees;

"Placing Shares" means the new Ordinary Shares which are to be issued in connection with the Placing;

"Preliminary Results Announcement" means the press announcement giving details of the preliminary financial results of the Company for the year ended 31 December 2011;

"Regulatory Information Service" means any of the regulatory information services included within the list maintained on the London Stock Exchange's website;

"Securities Act" means the United States Securities Act of 1933, as amended;

"Shareholders" means holders of Ordinary Shares;

"Subscription and Transfer Agreement" means the subscription and transfer agreement entered into by the Company, JerseyCo and J.P. Morgan Cazenove;

"Term Sheet" means the completed term sheet to be executed by the Company and the Bookrunners;

"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland; and

"United States" or "US" means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

Notes to Editors

Ophir Energy (OPHR.LN) is an African focussed, world class upstream oil and gas resource company which listed on the London Stock Exchange in July 2011, entering the FTSE 250. The Group's headquarters are located in London (England), with operational offices in Perth (Australia), Malabo (Equatorial Guinea), Dar es Salaam/Mtwara (Tanzania), Dakar (Senegal), Nairobi (Kenya) and Kampala (Uganda).

Ophir is the 5th largest deepwater acreage holder in Africa, present in five key emerging sub-Saharan exploration themes. The company has an extensive and diversified portfolio of assets across East and West Africa comprising of 22 licenses, 18 offshore and 4 onshore, in 11 countries including Tanzania, Equatorial Guinea, Mozambique, Gabon, Kenya and Madagascar.

Ophir has a high impact drilling campaign planned for 2012, which is a mixture of proven and frontier plays, partnering with leading industry players including BG and Petrobras, to target a minimum of 9 exploration wells (ca. 2.4Bboe of net unrisked resources), located mainly in Tanzania and Equatorial Guinea.

For further details on Ophir, please refer to www.ophir-energy.com