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Publication of Prospectus

5th Mar 2013 13:50

RNS Number : 2745Z
Ophir Energy Plc
05 March 2013
 

 

 

 

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE PLACING AND RIGHTS ISSUE. ANY DECISION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY NEW SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS.

 

OPHIR ENERGY PLC

PUBLICATION OF PROSPECTUS

5 March 2013

Further to the announcement by Ophir Energy plc (the "Company") yesterday, relating to the Placing and Rights Issue, the UK Listing Authority (the "UKLA") has approved a prospectus dated 5 March 2013.

Further details of the Placing and Rights Issue are set out in the Prospectus which is available on the Company's website (www.ophir-energy.com) or can be inspected at its registered office: 50 New Bond Street, First Floor, London, W1S 1BJ.

A copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

All terms in this announcement have the meaning given to them in the announcement made by the Company at 6p.m. on 4 March 2013 unless otherwise defined herein.

For further information, please contact:

Enquiries:

OphirNick CooperStephanie Prior

+44 (0) 20 7290 5800

J.P. Morgan Cazenove (Sponsor and Joint Bookrunner)Christopher NichollsBen Davies

+44 (0) 207 742 4000

Credit Suisse (Joint Bookrunner)

Stephane Gruffat

Robert Mayhew

+44 (0) 207 888 8888

Deutsche Bank AG (Joint Bookrunner)

Edward Sankey

Michael Hafner

+44 (0) 207 545 8000

RBC Capital Markets (Joint Lead Manager)Jeremy Low

Matthew Coakes

+44 (0) 20 7653 4000

 

Oriel Securities (Joint Lead Manager)Michael Shaw

Ashton Clanfield

 

+44 (0) 20 7710 7600

 

Merlin Partners LLP (Financial adviser to the Placing and Rights Issue)Matthew Clarke

 

+44 (0) 207 484 0902

Brunswick GroupPatrick HandleyElizabeth Adams

+44 (0) 20 7404 5959

Disclaimer

This announcement is not a prospectus but an advertisement and investors should not subscribe for or purchase any Placing Shares or New Ordinary Shares except on the basis of the information contained in the Prospectus. No money, securities or other consideration is being solicited and, if sent in response to the information herein, will not be accepted.

J.P. Morgan Cazenove is authorised and regulated by the Financial Services Authority in the UK and is acting for Ophir and no one else in connection with the Placing and Rights Issue and will not be responsible to anyone other than Ophir for providing the protections afforded to clients of J.P. Morgan Cazenove or for providing advice in relation to the Placing and Rights Issue or any other matters referred to in this announcement.

Credit Suisse Securities (Europe) Limited is authorised and regulated by the Financial Services Authority in the UK and is acting for Ophir and no one else in connection with the Placing and Rights Issue and will not be responsible to anyone other than Ophir for providing the protections afforded to clients of Credit Suisse Securities (Europe) Limited or for providing advice in relation to the Placing and Rights Issue or any other matters referred to in this announcement.

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervising Authority) and authorised and subject to limited regulation by the Financial Services Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the FSA are available on request. Deutsche Bank AG, London Branch is acting for Ophir and no one else in connection with the Placing and Rights Issue and will not be responsible to anyone other than Ophir for providing the protections afforded to clients of Deutsche Bank nor for providing advice in connection with the Placing and Rights Issue or any other matters referred to in this announcement.

Oriel Securities is authorised and regulated by the Financial Services Authority in the UK and is acting for Ophir and no one else in connection with the Placing and Rights Issue and will not be responsible to anyone other than Ophir for providing the protections afforded to clients of Oriel Securities or for providing advice in relation to the Placing and Rights Issue or any other matters referred to in this announcement.

RBC Capital Markets is authorised and regulated by the Financial Services Authority in the UK and is acting for Ophir and no one else in connection with the Placing and Rights Issue and will not be responsible to anyone other than Ophir for providing the protections afforded to clients of RBC Capital Markets or for providing advice in relation to the Placing and Rights Issue or any other matters referred to in this announcement.

Merlin Partners LLP is authorised and regulated by the Financial Services Authority in the UK and is acting for Ophir and no one else in connection with the Placing and Rights Issue and will not be responsible to anyone other than Ophir for providing the protections afforded to clients of Merlin Partners LLP or for providing advice in relation to the Placing and Rights Issue or any other matters referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove, Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, Oriel Securities, RBC Capital Markets and Merlin Partners LLP by the FSMA, J.P. Morgan Cazenove, Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, Oriel Securities, RBC Capital Markets and Merlin Partners LLP accept no responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, fairness, sufficiency, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with Ophir or the Placing Shares, Nil Paid Rights, Fully Paid Rights, Provisional Allotment Letter, New Ordinary Shares or the Placing and Rights Issue and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future.

Each of J.P. Morgan Cazenove, Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, Oriel Securities, RBC Capital Markets and Merlin Partners LLP accordingly disclaim to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement. Each of J.P. Morgan Cazenove, Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, Oriel Securities, RBC Capital Markets and Merlin Partners LLP and/or their affiliates provide various investment banking, commercial banking and financial advisory services from time to time to Ophir.

No person has been authorised to give any information or to make any representations other than those contained in this announcement and the Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by Ophir, J.P. Morgan Cazenove, Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, Oriel Securities, RBC Capital Markets or Merlin Partners LLP. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of Ophir since the date of this announcement or that the information in it is correct as at any subsequent date.

The information contained herein is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part in, into or from the United States, Canada, Australia, Japan, the Republic of South Africa or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The Provisional Allotment Letters, Nil Paid Rights, Fully Paid Rights, Placing Shares and/or New Ordinary Shares have not been and will not be registered under the securities laws of such jurisdictions and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly in, into or within such jurisdictions except pursuant to an exemption from and in compliance with any applicable securities laws.

No action has been taken by Ophir that would permit an offer of the Placing Shares, Provisional Allotment Letters, Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares or possession or distribution of this announcement, the Provisional Allotment Letters and/or the Prospectus or any other offering or publicity material in any jurisdiction where action for that purpose is required, other than in the United Kingdom.

The distribution of this announcement, the Prospectus and/or the Provisional Allotment Letters and/or the transfer or offering of Placing Shares, Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares into jurisdictions other than the United Kingdom is or may be restricted by law. Persons into whose possession this announcement or any such document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is for information purposes only and 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 any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the Placing Shares, Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares. In particular, this announcement 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, Canada, Australia, Japan, the Republic of South Africa or any jurisdiction in which such an offer or solicitation would be unlawful.

This announcement and the information contained herein does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. This announcement and the information contained herein are not for distribution, 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). The Placing Shares, Provisional Allotment Letters, Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares have not been, and will not be, registered under the United States Securities Act of 1933 (the "U.S. Securities Act") or with any securities regulatory authority of any State or other jurisdiction. The Placing Shares, Provisional Allotment Letters, Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. There will be no public offer of the Placing Shares, Provisional Allotment Letters, Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares in the United States.

The information in this press release may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the U.S. Securities Act or the applicable laws of other jurisdictions.

No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per share of Ophir for the current or future financial years would necessarily match or exceed the historical published earnings per share of Ophir.

This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made by, or in relation to, and no responsibility or liability is or will be accepted by the Banks, Merlin LLP or by any of their respective affiliates or agents or by any adviser to the Company 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 responsibility or liability therefore is expressly disclaimed.

Prices and values of, and income from, securities may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. Persons needing advice should consult an independent financial adviser.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

Cautionary note regarding forward-looking statements

This announcement contains "forward-looking statements" regarding the belief or current expectations of the Company, the Directors and other members of senior management about the Company's businesses and the transactions described in this announcement, including statements relating to possible future write-downs or movements in property prices and the Company's capital and financial planning projections. Generally, words such as "may", "could", "will", "expect", "intend", "estimate", "anticipate", "believe", "plan", "seek", "continue" or similar expressions identify forward-looking statements.

These forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and are difficult to predict, that may cause actual results to differ materially from any future results or developments expressed or implied from the forward-looking statements.

These forward-looking statements speak only as at the date of this announcement. Except as required by the FSA, the London Stock Exchange, the Part VI Rules or applicable law, neither the Company nor J.P. Morgan Cazenove, Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, Oriel Securities, RBC Capital Markets and Merlin Partners LLP have any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, further events or otherwise. Except as required by the FSA, the London Stock Exchange, the Prospectus Directive, the Listing Rules, the Disclosure and Transparency Rules or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

You are advised to read this announcement and the Prospectus and the information incorporated by reference therein, in their entirety for a further discussion of the factors that could affect Ophir's future performance and the industries in which the Group operates. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
PDIUVSOROUAORAR

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