TIDMSMDR TIDMOPHR
RNS Number : 3108V
Salamander Energy PLC
26 October 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM, ANY RESTRICTED JURISDICTIONS OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
27 October 2014
Salamander Energy plc ("Salamander" or the "Company")
The Board of Salamander Energy Plc ("Salamander" or the
"Company") notes the recent press speculation and confirms that it
has received a conditional proposal from Ophir Energy plc ("Ophir")
with respect to a potential offer for the Company, the terms of
which Salamander is seeking to clarify. In addition, the Company is
also in receipt of an approach from a consortium led by Compañía
Española de Petróleos ("CEPSA") and Jynwel Capital (the "CEPSA
Consortium"). The Board of Salamander has not received the detail
of the CEPSA Consortium's proposal or confirmation that any offer
will be forthcoming.
The proposals from Ophir and the CEPSA Consortium are subject to
a number of conditions, including due diligence and the receipt of
a unanimous recommendation from the Board of Salamander.
The Company is currently in discussions with both Ophir and the
CEPSA Consortium in relation to their respective proposals.
However, there can be no certainty that any offer will be
forthcoming, or as to the terms of any such offer. Accordingly,
shareholders are advised to take no action at this time.
In accordance with Rule 2.6(a) of the City Code on Takeovers and
Mergers (the "Code"), each of Ophir and the CEPSA Consortium is
required, by no later than 5:00 p.m. on 24 November 2014, to either
announce a firm intention to make an offer for Salamander in
accordance with Rule 2.7 of the Code or announce that it does not
intend to make an offer, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. The
deadline can be extended with the consent of the Takeover Panel
(the "Panel") in accordance with Rule 2.6(c) of the Code.
This announcement has been made without the consent of Ophir or
the CEPSA Consortium.
Update on SONA Transaction
Salamander announced on 21 July 2014 the signing of an agreement
under which Sona Petroleum Berhard ("SONA") would acquire an
effective 40% working interest in the B8/38 concession (containing
the Bualuang oil field) and the surrounding G4/50 concession, both
located in the Gulf of Thailand (together the "SONA
Transaction").
Subject to the outcome of the ongoing discussions described
above, the board continues to believe that completion of the SONA
Transaction is in the best interests of shareholders.
Contrary to remarks in the press, the SONA Transaction remains
on track for completion before the end of 2014, in keeping with the
timetable and strategy previously outlined. The $280 million of
proceeds from the SONA Transaction would strengthen Salamander's
balance sheet and would place the Company in a strong position to
benefit from opportunities arising from the current market
conditions.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Code, as at the date of this
announcement, the Company has 259,129,055 ordinary shares of 10
pence each in issue and admitted to trading on the main market of
the London Stock Exchange. The International Securities
Identification Number for the ordinary shares is GB00B1GC5238. In
addition, the Company confirms that there are in issue
U.S.$100,000,000 in principal amount of 5 per cent. convertible
bonds due 30 March 2015 issued by the Company. The convertible
bonds are convertible into shares in the Company. The ISIN for the
convertible bonds is XS0497505957
Contacts:
Salamander Energy
James Menzies, Chief Executive Officer
Nick Ingrassia, Corporate Development Director
+44 (0)20 7432 2680
Goldman Sachs International
Andrew Fry, Managing Director
Nimesh Khiroya, Managing Director
+44 (0)20 7774 1000
Tulchan
Martin Pengelley
Stephen Malthouse
+44 (0)20 7353 4200
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on Website
A copy of this announcement will be made available at
www.Salamander-energy.com no later than 12:00 noon (London time) on
28 October 2014 (being the business day following the date of this
announcement) in accordance with Rule 30.4 of the Code. The content
of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting exclusively for Salamander and no one
else in connection with the matters referred to in this
announcement, and will not be responsible to anyone other than
Salamander for providing the protections afforded to clients of
Goldman Sachs International nor for providing advice in connection
with the matters referred to in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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