8th Jul 2011 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN
This announcement is not a prospectus but an advertisement. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information in the Prospectus to be published by Ophir Energy plc ("Ophir" or the "Company") in connection with the Admission of the Ordinary Shares in the capital of the Company (the "Ordinary Shares") to the Official List of the Financial Services Authority ("FSA") and to trading on the Main Market for listed securities of the London Stock Exchange. Copies of the Prospectus will, following publication, be available from www.ophirenergy.com. This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States of America or any other jurisdiction.
Ophir Energy plc
Ophir Energy Announces Offer Price 250p Per Ordinary Share
London, 08 July 2011: Ophir, an independent oil and gas exploration company with a focus on Africa, is pleased to announce the pricing of the initial public offering to existing shareholders and new institutional investors (the "Global Offer").
·; The Offer Price has been set at 250p per Ordinary Share (the "Offer Price").
·; Based on the Offer Price, the total market capitalisation of Ophir at the commencement of conditional dealings will be approximately £798.7 million (equivalent to US$1,276 million) (excluding the exercise of the over-allotment option).
·; The Global Offer comprises 93,867,334 new Ordinary Shares issued by the Company to existing shareholders and new institutional shareholders representing 29.4 per cent of the Company's enlarged issued share capital to raise approximately US$375 million (excluding the exercise of the over-allotment option).
·; The net proceeds from the Global Offer will primarily be used to fully fund the Company's 18 month exploration and appraisal campaign which includes the drilling of 12 wells in five countries by December 2012.
·; Credit Suisse, as Stabilising Manager has been granted an over-allotment option by the Company for up to 9,386,733 Ordinary Shares, representing approximately 10 per cent of the new Ordinary Shares in the Global Offer, exercisable for a period of 30 calendar days from today.
·; Conditional dealings are expected to commence on the London Stock Exchange at 8.00 am on 08 July 2011 under the ticker symbol "OPHR". Admission to the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange and the commencement of unconditional dealings are expected to take place at 8.00 am on 13 July 2011.
·; A Pricing Notification relating to the Global Offer will shortly be available to view, subject to certain restrictions, on the Company's website, www.ophirenergy.com.
·; Credit Suisse is acting as Sponsor, Global Coordinator, Joint Bookrunner and Lead Manager, with J.P. Morgan Cazenove as Joint Bookrunner and Lead Manager and RBC Capital Markets as Joint Bookrunner, and Oriel Securities Limited ("Oriel Securities") and Standard Bank plc ("Standard Bank") as syndicate members. Lexicon Partners is the financial advisor to the Company.
·; The Prospectus, which is expected to be published today, will be available, subject to certain restrictions, online at www.ophirenergy.com.
Nick Cooper, Managing Director of Ophir said:
"We are extremely pleased with the demand and reaction shown by investors to Ophir in what is a challenging stock market environment. We are delighted to welcome a range of blue chip investors to our share register, joining our existing shareholders who have diligently supported us throughout the Company's development."
Commenting on today's announcement, Alan Stein, Executive Deputy Chairman & Founder of Ophir, said:
"The support shown by investors is a reflection of the Company's track record of success in gaining prospective licences across various geographies and unlocking the value potential through the drill bit, with five discoveries out of eight wells to date.
"As the fifth1 largest holder of deepwater acreage in Africa, with a geographically and geologically diverse portfolio of assets, estimated by RPS Energy to have more than 4Bnboe of net unrisked resources, we look forward to delivering on our 12 well exploration and appraisal drilling campaigns over the next 18 months."
For further information regarding Ophir, please call:
Ophir Energy plc | c/- FD +44 (0)20 7831 3113 |
Nick Cooper
| |
Financial Dynamics (FD) | +44 (0)20 7831 3113 |
Billy Clegg/Edward Westropp
| |
Credit-Suisse - Sponsor, Global Coordinator, Joint Bookrunner and Lead Manager | +44 (0)20 7888 8000 |
James Janoskey/Sandra Waas/Robert Mayhew
| |
J.P. Morgan Cazenove - Joint Bookrunner and Lead Manager | +44 (0)20 7588 2828 |
Jeremy Wilson/Chris Nicholls/Ben Davies
| |
RBC Capital Markets - Joint Bookrunner | +44 (0)20 7653 4000 |
Jeremy Low/Matthew Coakes
| |
Oriel Securities - Syndicate member Brendan Wilders
| +44 (0)20 7710 7634 |
Standard Bank - Syndicate member Roger Brown
| +44 (0)20 3145 8077 |
Lexicon Partners - Financial Advisor to the Company | +44 (0)20 7653 6000 |
David Waring
|
Information on Ophir
Ophir is an independent oil and gas exploration company with a focus on Africa. Since its foundation in 2004, the Company has acquired an extensive portfolio of exploration interests and its current portfolio comprises 17 assets in eight jurisdictions in Africa. The majority of these interests lie offshore and are classified as "deepwater". The Company has approximately 90,000km2 of net exploration acreage (excluding those interests under option) of which approximately 65,000km2 is net deepwater acreage in Africa and is one of the top five holders of deepwater exploration acreage in Africa in terms of net acreage1.
The Company undertook two drilling campaigns in 2008 and 2010/2011 as Operator, drilling eight exploration wells (making five discoveries) - two gas discoveries in Equatorial Guinea and three gas discoveries in Tanzania. According to RPS Energy the Company has 189MMboe of net contingent resources and more than 4Bnboe of net unrisked prospective resources.
The Company intends to pursue an active exploration and appraisal drilling campaign over next 18 months with 11 wells proposed to be drilled in four countries (in addition to the current Kora-1 well in AGC).
Following Admission, it is anticipated that Ophir will be included in the FTSE UK Index Series, within the Oil & Gas Producers sector.
- Ends -
DISCLAIMERS
The contents of this announcement, which has been prepared by and is the sole responsibility of Ophir Energy plc, have been approved by Credit Suisse Securities (Europe) Limited ("Credit Suisse"), One Cabot Square, London E14 4QJ solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 ("FSMA").
This announcement is an advertisement and not a prospectus and investors should not purchase or subscribe for any Ordinary Shares referred to in this announcement except on the basis of information in the prospectus to be published by the Company in due course in connection with the admission of the Ordinary Shares to the premium listing segment of the Official List and to trading on London Stock Exchange plc's main market for listed securities.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any State of the United States of America and the District of Columbia), Australia, Canada, South Africa or Japan. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, Ordinary Shares to any person in the United States of America, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
The Ordinary Shares referred to herein have not been, and may not be offered or sold in the United States of America except pursuant to an exemption from the registration requirements of the US Securities Act of 1933 (the "US Securities Act"). The offer and sale of Ordinary Shares referred to herein has not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada, South Africa or Japan. There will be no public offer of the Ordinary Shares in the United States of America, Australia, Canada, South Africa or Japan. Subject to certain exceptions, the Ordinary Shares referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Directors' current beliefs and expectations about future events. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth, strategies and the digital media business. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance.
These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements.
Each of Ophir, Credit Suisse, J.P. Morgan Cazenove, RBC Capital Markets, Oriel Securities, Standard Bank and Lexicon Partners and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise, unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure and Transparency Rules of the Financial Services Authority (FSA).
Any purchase or subscription of Ordinary Shares in the proposed Global Offer should be made solely on the basis of the information contained in the final prospectus to be issued by the Company in connection with the Global Offer. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.
The Global Offer timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on Ophir's intentions in relation to Admission at this stage. Acquiring Ordinary Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Global Offer. The value of Ordinary Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Global Offer for the person concerned. Past performance cannot be relied upon as a guide to future performance.
Credit Suisse, J.P. Morgan Cazenove, RBC Capital Markets, Oriel Securities, Standard Bank and Lexicon Partners, each of which is authorised and regulated in the United Kingdom by the FSA, are acting exclusively for Ophir and no-one else in connection with the Global Offer. They will not regard any other person as their respective clients in relation to the Global Offer and will not be responsible to anyone other than Ophir for providing the protections afforded to their respective clients, nor for providing advice in relation to the Global Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Global Offer, Credit Suisse, J.P. Morgan Cazenove, RBC Capital Markets, Oriel Securities, Standard Bank and Lexicon Partners and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Global Offer or otherwise. Accordingly, references in the prospectus, once published, to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Credit Suisse, J.P. Morgan Cazenove, RBC Capital Markets, Oriel Securities, Standard Bank and Lexicon Partners and any of their affiliates acting as investors for their own accounts. Credit Suisse, J.P. Morgan Cazenove, RBC Capital Markets, Oriel Securities, Standard Bank and Lexicon Partners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of Credit Suisse, J.P. Morgan Cazenove, RBC Capital Markets, Oriel Securities, Standard Bank and Lexicon Partners or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.
In connection with the Global Offer, Credit Suisse, as Stabilisation Manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Ordinary Shares or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. Credit Suisse is not required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Ordinary Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on Credit Suisse or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the offer price. Save as required by law or regulation, neither Credit Suisse nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Global Offer.
In connection with the Global Offer, Credit Suisse, as Stabilisation Manager, may, for stabilisation purposes, over-allot Ordinary Shares up to a maximum of 10 per cent of the total number of Ordinary Shares comprised in the Global Offer. For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Ordinary Shares effected by it during the stabilisation period, Credit Suisse will be granted an option (the "Over-allotment Option") pursuant to which Credit Suisse may acquire additional Ordinary Shares up to a maximum of 10 per cent of the total number of Ordinary Shares comprised in the Global Offer (the "Over-allotment Shares") at the offer price. The Over-allotment Option will be exercisable in whole or in part, upon notice by Credit Suisse, for 30 calendar days after the commencement of conditional trading of the Ordinary Shares on the London Stock Exchange. Any Over-allotment Shares sold by Credit Suisse will be sold on the same terms and conditions as the Ordinary Shares being sold or issued in the Global Offer and will form a single class for all purposes with the other Ordinary Shares. Save as required by law or regulation, neither Credit Suisse nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Global Offer.
Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.
J.P. Morgan Cazenove is a marketing name used by J.P. Morgan Securities Ltd.
RBC Capital Markets is a marketing name used by Royal Bank of Canada Europe Limited.
1According to IHS Inc., one of the leading providers of oil and gas licensing data and intelligence (if the Company's interests in SADR are included)
Related Shares:
OPHR.L