TIDMOPHR TIDMDPL
RNS Number : 1106Q
Ophir Energy PLC
13 October 2011
Ophir Energy plc
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
For immediate release 13 October 2011
RECOMMENDED OFFER
for
Dominion Petroleum Limited ("Dominion")
by
Ophir Energy plc ("Ophir")
The Boards of Ophir and Dominion are pleased to announce that
they have reached agreement on the terms of a recommended offer
(the "Offer") to be made by Ophir to acquire the entire issued and
to be issued share capital of Dominion.
Highlights
-- Recommended offer of 0.0244 New Ophir Shares for each
Dominion Share.
-- The Offer values the entire issued and to be issued share
capital of Dominion and the Dominion Convertible Notes at GBP118.2
million ($186.3 million). The Offer values each Dominion Share at
5.9 pence per share based on the closing price of 242.2 pence per
Ophir Share on 12 October 2011 (being the last business day prior
to the date of this Announcement).
-- The Offer represents a premium of approximately 64.2 per
cent. to the closing price of 3.6 pence per Dominion Share on 12
October 2011 (being the last business day prior to the date of this
Announcement).
-- The acquisition reinforces Ophir's position in its core East
Africa play where it has led exploration activity resulting in
three consecutive deepwater discoveries. Specifically, the Offer
would:
-- create the largest independent net deepwater acreage
portfolio in the emerging and highly prospective hydrocarbon
province of East Africa, consolidating Ophir's current portfolio of
Blocks 1, 3, 4 (40 per cent.) and East Pande (70 per cent.) in
Tanzania with the addition of Block 7 (80 per cent.), offshore
Tanzania and provide Ophir with entry to offshore Kenya through
Block L-9 (60 per cent.) and Block L-15 (100 per cent.);
-- enhance Ophir's operated portfolio in the region with the
addition of three operated blocks, to complement Ophir's operated
East Pande Block and joint activities with BG in Blocks 1, 3 and 4
in Tanzania;
-- expand Ophir's active exploration programme scheduled for the
next 18 months with the potential to drill one or two additional
wells on its operated acreage; and
-- utilise potential operational, commercial and geological
synergies to access full asset value.
-- Ophir will remain well funded following this transaction,
with the capability to accelerate exploration and appraisal
programmes across the enlarged portfolio.
-- It is currently anticipated that the Offer will be
implemented by means of a scheme of arrangement under the Companies
Act of Bermuda.
-- Ophir has also entered into agreements to acquire from
Convertible Note Holders holding 86 per cent. of Dominion's
outstanding convertible notes for a cash consideration of $32.8
million, conditional upon completion of the Offer. Ophir is in
discussions with one other Convertible Note Holder in respect of
the purchase of the remaining convertible notes. In addition, Ophir
has received irrevocable undertakings from certain Convertible Note
Holders in respect of their direct and indirect interests in
Dominion Shares to vote in favour of the Scheme at the Court
Meeting and the resolutions to be proposed at the General Meeting
in respect of 421,553,527 Dominion Shares representing, in
aggregate, approximately 26.5 per cent of the Dominion Shares in
issue.
-- The Dominion Directors, who have been so advised by BofA
Merrill Lynch and RBC Capital Markets, consider the terms of the
Offer to be fair and reasonable. In providing their advice to the
Dominion Directors, BofA Merrill Lynch and RBC Capital Markets have
taken into account the commercial assessments of the Dominion
Directors. Accordingly, the Dominion Directors intend unanimously
to recommend that Dominion Shareholders vote in favour of the
Scheme at the Court Meeting and the resolutions to be proposed at
the General Meeting, as certain Dominion Directors and certain
members of Dominion's senior management have irrevocably undertaken
to do in respect of their own beneficial holdings of Dominion
Shares representing, in aggregate, approximately 1.2 per cent of
the Dominion Shares in issue.
-- The Offer is conditional, among other things, on the passing
of resolutions by Dominion Shareholders and the sanction of the
Court, the application for the New Ophir Shares to be admitted to
the Official List being approved, the London Stock Exchange
acknowledging that the New Ophir shares will be admitted to trading
and the Dominion Directors not withdrawing, modifying or qualifying
their unanimous recommendation of the Offer.
-- Commenting on the Offer, Roger Cagle, the Chairman of
Dominion, said:
"The proposed combination of assets provides Dominion's
shareholders with an opportunity to be invested in the pre-eminent
deepwater explorer in East Africa, one of the world's most exciting
exploration plays. The exposure to Ophir's existing discoveries in
Tanzania would de-risk the combined portfolio while maintaining
significant upside exposure for both companies' shareholders. The
Board of Dominion therefore believes that the Offer provides
greater certainty of value to our shareholders than remaining
independent against the background of challenging market
conditions, the funding needs faced by Dominion and the inherent
risks associated with frontier oil and gas exploration."
-- Commenting on the Offer, Nick Cooper, Chief Executive Officer
of Ophir, said:
"Ophir has been at the forefront of exploration efforts in
deepwater Tanzania and has developed a detailed technical
understanding of this emerging East Africa offshore play. The
addition of Dominion's assets to our portfolio positions Ophir as
the largest independent net deepwater acreage holder in East Africa
with a portfolio of seven offshore blocks at high equity levels in
highly prospective acreage offshore Tanzania and Kenya. There are
significant potential geological, operational and commercial
synergies in bringing these portfolios together and we are
confident that the combined group will maximise value for
shareholders from the exciting position we will command.
East Africa is experiencing an upsurge in industry attention,
partly as a result of Ophir's previous deepwater discoveries, with
the involvement of many large oil and gas companies who are
scheduled to drill high-impact exploration wells adjacent to the
Ophir interests in the near-term.
Ophir is strongly funded to deliver a sustained drilling
programme across its East African portfolio and will seek to
accelerate its exploration activities across the region to include
the newly acquired blocks."
This summary should be read in conjunction with the full text of
this Announcement (including the appendices). The Offer will be
made on the terms and subject to the Conditions and further terms
set out in Appendix I to this Announcement and the further terms
and conditions set out in the Scheme Document and forms of proxy in
relation to the Court Meeting when issued. The sources and bases of
certain financial information contained in this Announcement are
set out in Appendix II to this Announcement. A summary of the
irrevocable undertakings given by certain Dominion Directors and
certain members of Dominion's senior management and certain
Convertible Note Holders is contained in Appendix III to this
Announcement. A summary of the terms of the Implementation
Agreement is set out in Appendix IV. Certain terms used in this
Announcement are defined in Appendix V to this Announcement.
Enquiries
Ophir Tel: +44 (0) 20 7290 5800
Nick Cooper, Chief Executive Officer
Jonathan Taylor, Founder Director
J.P. Morgan Cazenove (Financial Adviser to Ophir) Tel: +44 (0)
20 7742 4000
Barry Weir
Neil Passmore
James Robinson
FTI Consulting (PR Adviser to Ophir) Tel: +44 (0) 20 7831
3113
Billy Clegg
Edward Westropp
Dominion Tel: +44 (0) 20 7349 5900
Roger Cagle, Chairman
Andrew Cochran, Chief Executive Officer
Rob Shepherd, Finance Director
BofA Merrill Lynch (Joint Financial Adviser to Dominion) Tel:
+44 (0) 20 7628 1000
Paul Wheeler
Anya Weaving
Paul Frankfurt
RBC Capital Markets (NOMAD, Joint Financial Adviser to
Dominion)
Jeremy Low Tel: +44 (0) 20 7653 4000
Martin Eales
Pelham Bell Pottinger Limited (PR Adviser to Dominion) Tel: +44
(0) 20 7861 3112
Archie Berens
J.P. Morgan Cazenove is acting exclusively for Ophir and no one
else in connection with the Offer or any other matter set out in
this Announcement 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 Offer or
in relation to the contents of this Announcement or any transaction
or any other matters referred to herein.
BofA Merrill Lynch is acting exclusively for Dominion and no one
else in connection with the Offer or any other matter set out in
this Announcement and will not be responsible to anyone other than
Dominion for providing the protections afforded to clients of BofA
Merrill Lynch or for providing advice in relation to the Offer or
in relation to the contents of this Announcement or any transaction
or any other matters referred to herein.
RBC Europe Limited, which trades as RBC Capital Markets and
which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Dominion
and no one else in connection with the matters set out in this
Announcement, and will not be responsible to anyone other than
Dominion for providing the protections afforded to clients of RBC
Europe Limited or for providing advice in relation to matters set
out in this Announcement or any offer or arrangements referred to
herein or in the Scheme Document.
Further information
This Announcement is for information purposes only and is not
intended to, and does not constitute, or form part of, an offer to
sell or any invitation to purchase or subscribe for any securities
or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise. This Announcement does not constitute a
prospectus or a prospectus equivalent document. Dominion
Shareholders are advised to read carefully the formal documentation
in relation to the Offer once it has been despatched. The proposals
for the Offer will be made solely through the Scheme Document,
which will contain the full terms and conditions of the Scheme,
including details of how to vote with respect to the Scheme. Please
carefully read the Scheme Document in its entirety before making a
decision with respect to the Offer. Any acceptance or other
response to the proposals should be made on the basis of the
information in the Scheme Document.
This Announcement has been prepared for the purposes of
complying with English law and information disclosed in it may not
be the same as that which would have been prepared in accordance
with the laws of jurisdictions outside England.
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom and Bermuda may be
restricted by law or regulation and therefore persons into whose
possession this Announcement comes should inform themselves about
and observe such restrictions. Any failure to comply with these
restrictions may constitute a violation of securities laws of any
such jurisdictions. To the fullest extent permitted by law,
Dominion and Ophir disclaim any responsibility or liability for the
violation of such restrictions by such person.
Any person (including, without limitation, any custodian,
nominee and trustee) who would, or otherwise intends to, or who may
have a contractual or legal obligation to forward this Announcement
and/or the Scheme Document and/or any other related document to any
jurisdiction outside the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdiction before taking any action.
The Scheme is subject to Bermuda law and is not subject to the
City Code on Takeovers and Mergers or the jurisdiction of the Panel
and this Announcement has not been prepared for the purpose of
complying with the City Code on Takeovers and Mergers.
The Offer relates to the shares in a Bermuda company and is
proposed to be made by means of a scheme of arrangement under the
Act. The scheme of arrangement will relate to the shares of a
Bermuda company that is a 'foreign private issuer' as defined under
Rule 3b-4 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). A transaction effected by means of a scheme
of arrangement is not subject to the proxy solicitation nor the
tender offer rules under the Exchange Act. Accordingly, the Offer
is subject to the disclosure requirements and practices applicable
in Bermuda to schemes of arrangement, which differ from the
disclosure requirements of the US proxy solicitation and tender
offer rules. Financial information included in the Scheme Document
and other documentation relating to the Scheme will have been
prepared in accordance with accounting standards that may not be
comparable to the financial statements of US companies.
Any securities to be offered pursuant to the Offer as described
in this Announcement have not been and will not be registered under
the US Securities Act of 1933, as amended (the "Securities Act"),
or under the securities laws of any state, district or other
jurisdiction of the United States. Accordingly, such securities may
not be offered, sold or delivered, directly or indirectly, in or
into such jurisdictions except pursuant to exemptions from
applicable requirements of such jurisdictions. It is expected that
the New Ophir Shares to be issued in the Scheme will be issued in
reliance upon the exemption from the registration requirements of
the Securities Act provided by Section 3(a)(10) thereof. Under
applicable US securities laws, persons (whether or not US persons)
who are or will be "affiliates" (within the meaning of the
Securities Act) of Dominion or Ophir prior to, or of Ophir after,
the Effective Date will be subject to certain transfer restrictions
relating to the New Ophir Shares received in connection with the
Scheme.
If the Offer is implemented by way of an Amalgamation or a
Takeover Offer under Bermuda law, the Offer will be made in
compliance with applicable US laws and regulations, including (in
the case of a Takeover Offer) applicable provisions of the tender
offer rules under the Exchange Act.
Forward-Looking Statements
This Announcement, including information included or
incorporated by reference in this Announcement, may contain
"forward-looking statements" concerning Dominion and/or Ophir that
are subject to risks and uncertainties. Generally, the words
"will", "may", "should", "continue", "believes", "expects",
"intends", "anticipates" or similar expressions identify
forward-looking statements. These forward-looking statements
involve risks and uncertainties that could cause actual results to
differ materially from those expressed in the forward-looking
statements. Many of these risks and uncertainties relate to factors
that are beyond Ophir's and Dominion's ability to control or
estimate precisely, such as future market conditions, changes in
regulatory environment and the behaviour of other market
participants. Ophir and Dominion cannot give any assurance that
such forward-looking statements will prove to have been correct.
The reader is cautioned not to place undue reliance on these
forward looking statements. Ophir and Dominion assume no obligation
and do not undertake any obligation to update or revise publicly
any of the forward-looking statements set out herein, whether as a
result of new information, future events or otherwise, except to
the extent legally required.
Publication on websites
A copy of this Announcement is and will be available free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, for inspection on Ophir's
website at www.ophirenergy.com and on Dominion's website at
www.dominionpetroleum.com by no later than 12 noon on 14 October
2011.
Recommended Offer for Dominion Petroleum Limited
1. Introduction
The Boards of Ophir and Dominion are pleased to announce that
they have reached agreement on the terms of a recommended Offer for
Dominion by Ophir (or one of its wholly-owned subsidiaries). It is
currently anticipated that the Offer will be implemented by means
of a scheme of arrangement between under the Act.
Ophir is a FTSE250 independent oil and gas exploration company
that listed on the premium segment of the London Stock Exchange in
July 2011. Ophir is one of the top five deepwater acreage holders
in Africa in terms of net acreage (if its assets in the SADR are
included), with a portfolio of 17 assets in eight African
jurisdictions.
Dominion is an independent oil and gas exploration company
focusing primarily in East Africa, with a portfolio of assets in
Tanzania, Kenya, Uganda and the Democratic Republic of Congo.
Dominion is admitted to trading on AIM.
2. The Offer and Dominion's Convertible Notes
The Offer, which will be on the terms and subject to the
Conditions set out in Appendix I of this Announcement and to be set
out in the Scheme Document, will be made on the basis of 0.0244 New
Ophir Shares for each Dominion Share.
Fractions of New Ophir Shares will not be allotted or issued to
Dominion Shareholders upon completion of the Scheme and will be
disregarded.
The Offer values the entire issued and to be issued share
capital of Dominion and the Dominion Convertible Notes at GBP118.2
million ($186.3 million). The Offer values each Dominion share at
5.9 pence per share based on the closing price of 242.2 pence per
Ophir Share on 12 October 2011 and equates to:
-- a premium of approximately 64.2 per cent. to the closing
price of 3.6 pence per Dominion Share on 12 October 2011 (being the
last business day prior to the date of this Announcement).
In connection with the Offer, Ophir has also entered into
agreements to acquire from Convertible Note Holders holding 86 per
cent. of Dominion's outstanding convertible notes for a cash
consideration of $32.8 million, conditional upon completion of the
Offer. Ophir is in discussions with one other Convertible Note
Holder in respect of the purchase of the remaining convertible
notes.
3. Background to and reasons for the Offer
The acquisition reinforces Ophir's position in its core East
Africa play where it has led exploration activity resulting in
three consecutive deepwater discoveries. Specifically, the Offer
would:
-- create the largest independent net deepwater acreage
portfolio in the emerging and highly prospective hydrocarbon
province of East Africa, consolidating Ophir's current portfolio of
Blocks 1, 3, 4 (40 per cent.) and East Pande (70 per cent.) in
Tanzania with the addition of Block 7 (80 per cent.), offshore
Tanzania and provide Ophir with entry to offshore Kenya through
Block L-9 (60 per cent.) and Block L-15 (100 per cent.);
-- enhance Ophir's operated portfolio in the region with the
addition of three operated blocks, to complement Ophir's operated
East Pande Block and joint activities with BG in Blocks 1, 3 and 4
in Tanzania;
-- expand Ophir's active exploration programme scheduled for the
next 18 months with the potential to drill one or two additional
wells on its operated acreage; and
-- utilise potential operational, commercial and geological
synergies to access full asset value.
Following the transaction, Ophir will remain well funded, with
the capability to accelerate exploration and appraisal programmes
across the enlarged portfolio. Ophir intends to support and develop
Dominion's core focus on East Africa, working with its employees,
management and existing partners to develop and enhance Dominion's
portfolio.
4. Recommendation
The Dominion Directors, who have been so advised by BofA Merrill
Lynch and RBC Capital Markets, consider the terms of the Offer to
be fair and reasonable. In providing their advice to the Dominion
Directors, BofA Merrill Lynch and RBC Capital Markets have taken
into account the commercial assessments of the Dominion Directors.
Accordingly, the Dominion Directors intend unanimously to recommend
that Dominion Shareholders vote in favour of the Scheme at the
Court Meeting and the resolutions to be proposed at the General
Meeting, as certain Dominion Directors and certain members of
Dominion's senior management have irrevocably undertaken to do in
respect of their own beneficial holdings of Dominion Shares
representing, as at the date of this Announcement, in aggregate,
approximately 1.2 per cent. of the Dominion Shares in issue.
5. Background to and reasons for the recommendation
Since 2005, Dominion has built an exploration portfolio covering
highly prospective acreage in Tanzania, Uganda, the Democratic
Republic of Congo and Kenya. In order to fund the exploration of
this portfolio, Dominion has previously raised funding from a
combination of the public markets and industry sources.
In June/July 2011, Dominion attempted to execute an equity
placing, together with a 20 for 1 share consolidation and a
restructuring/repayment of a portion of the Convertible Notes.
Having announced a successful bookbuild of $50 million ($40 million
primary and $10 million secondary) on 27 June 2011, the required
resolutions were, however, subsequently not passed at the general
meeting of Dominion's shareholders on 25 July 2011, despite having
a majority (99.7 per cent.) of all shareholders who did vote
(representing 63.5 per cent. of Dominion's shares and, as such,
being less than the required approval of 66 per cent.).
Accordingly, the placing was not completed and the concurrent
proposals were not implemented. At that time, Dominion announced
that it would continue to progress farm-out discussions in respect
of its assets.
On 5 October 2011, Dominion announced that it had agreed to
farm-out a 20 per cent. working interest in Block 7, deepwater
Tanzania to a subsidiary of Mubadala. Under the terms of the
agreement, Mubadala will pay Dominion cash consideration of $20
million on completion and carry Dominion's remaining 80 per cent.
working interest in a new seismic programme expected to commence
prior to this year-end up to a cap of $2.4 million. Completion of
the farm-out is conditional on the approval of the Tanzanian
government.
The cash consideration from Mubadala will alleviate Dominion's
near-term funding issues. However, the farm-out does not provide
Dominion with sufficient liquidity to meet its ongoing obligations,
including the $41 million (value to maturity) of senior secured
convertible notes due for repayment in October 2012, or to pursue
significant incremental activities to deliver value from its
portfolio. The value of Dominion stands to be significantly diluted
by any financing at current levels. Furthermore, given the failure
of the placing and the current challenging market and economic
conditions, the Dominion Board believes that it would be difficult
to complete an equity fundraising of sufficient size on
satisfactory terms.
Dominion's portfolio has attracted considerable interest over
the last year and the potential of the East Africa region has been
highlighted by large gas discoveries in offshore Mozambique made by
Anadarko, offshore gas discoveries in Tanzania by BG Group and
Ophir, and discoveries in Uganda by Tullow Oil. Kenya is similarly
seen as having significant potential, illustrated by the keenly
contested recent licensing rounds. The Dominion Board has received
a number of indicative and conditional approaches for Dominion and
its assets, and has concluded that the Offer is the most attractive
proposal.
On the basis of the closing price of 242.2 pence per Ophir Share
on 12 October 2011, the Offer represents an opportunity for
Dominion Shareholders to realise an attractive premium of
approximately 64.2 per cent. to the closing price of 3.6 pence per
Dominion Share on 12 October 2011 (being the last business day
prior to the date of this Announcement).
Furthermore, the consideration, which is in the form of Ophir's
Shares, will allow Dominion Shareholders to participate in the
potential upside and opportunities from a combination with Ophir,
by:
-- retaining continued exposure to the future exploration
potential of Dominion's assets;
-- gaining exposure to the larger and more diversified Ophir
portfolio of development and exploration assets; and
-- receiving the scale benefits of an interest in a company with
a larger market capitalisation and broad research coverage, as well
as FTSE250 index inclusion.
Dominion's deepwater exploration assets require significant
funding in order to realise value for its shareholders which
Dominion, with limited near-term cash and restricted opportunities
for further fundraising, may struggle to provide. The Dominion
Board believes Ophir is well capitalised following its recent IPO
in July 2011 and accordingly should be positioned to provide a well
funded, active work programme to develop both its own and
Dominion's assets.
Whilst there can be no certainty as to what would happen in the
absence of a successful offer by Ophir, it is possible that were
Dominion unable to raise the necessary funding to meet its future
financial obligations, Dominion would risk a financing default
occurring, leaving Dominion Shareholders with little or no
value.
For all of these reasons, the Dominion Board believes that the
Offer provides greater certainty of value to Dominion Shareholders
than Dominion remaining an independent listed entity at this time.
As such, the Board of Dominion intends to recommend unanimously
that Dominion Shareholders vote in favour of the Scheme.
6. Irrevocable undertakings
Ophir has received irrevocable undertakings from certain
Dominion Directors and certain members of Dominion's senior
management to vote in favour of the Scheme at the Court Meeting and
the resolutions to be proposed at the General Meeting in respect of
their own beneficial holdings of Dominion Shares amounting, in
aggregate, to 18,954,385 Dominion Shares representing 1.2 per cent.
of the existing issued share capital of Dominion.
These irrevocable undertakings will continue to be binding on
such persons in the event that a third party makes a higher
competing offer but will cease to have any effect if the Offer is
not completed by 31 March 2012 and in certain other circumstances,
as set out in Appendix III to this announcement.
Ophir has also received irrevocable undertakings from certain
Convertible Note Holders in respect of their direct and indirect
interests in Dominion Shares to vote in favour of the Scheme at the
Court Meeting and the resolutions to be proposed at the General
Meeting in respect of 421,553,527 Dominion Shares, in aggregate,
representing approximately 26.5 per cent. of the existing issued
share capital of Dominion. These irrevocable undertakings will
cease to have any effect if the Offer is not completed by 31 March
2012 and in certain other circumstances (including in the event of
a competing bid of a value which exceeds certain agreed
thresholds), as described in Appendix III to this announcement.
In total, therefore, Ophir has received irrevocable undertakings
to vote in favour of the Scheme in respect of 440,507,912 Dominion
Shares, representing approximately 27.7 per cent. of the existing
issued share capital of Dominion.
Further details of these irrevocable undertakings are set out in
Appendix III to this Announcement.
7. Implementation Agreement and Conditions
Dominion and Ophir have entered into an Implementation Agreement
which contains certain obligations in relation to the
implementation of the Scheme (or if applicable, the Amalgamation or
Takeover Offer) and the conduct of Dominion's operations prior to
the Effective Date or termination of such agreement. The principal
provisions of the Implementation Agreement are summarised below and
in Appendix IV to this announcement.
Non solicitation and related arrangements
Under the Implementation Agreement, Dominion has agreed, amongst
other things not to, and to procure that members of its Group do
not, solicit or initiate discussions with a view to procuring any
approach from any person with a view to a Third Party Transaction
taking place.
Furthermore, Dominion shall notify Ophir promptly of any
approach from any person relating to a Third Party Transaction and
certain terms of such approach, except for the identity of the
person making such approach.
In addition, Dominion has agreed that it shall not provide due
diligence access to any person unless such person has made a bona
fide approach to Dominion in writing which includes indicative
terms in relation to a Third Party Transaction and which the
Dominion Directors acting reasonably and in good faith (after
consultation with Dominion's legal and financial advisers)
unanimously believe could reasonably be expected to lead to an
alternative, superior to the Offer, being made available to
Dominion Shareholders.
Break fee arrangements
Under the Implementation Agreement, Dominion has agreed to pay
Ophir a break fee of approximately $1.5 million (inclusive of VAT)
if a Third Party Transaction is announced prior to the Offer
lapsing or being withdrawn and such Third Party Transaction (or any
other Third Party Transaction which has been announced by 31 March
2012) becomes or is declared unconditional in all respects or
becomes effective or is otherwise completed.
Dominion has also agreed not to offer, agree or otherwise commit
to pay any work fee, inducement fee, break fee or similar to any
other person.
Conditions and their invocation
The Offer is conditional on, among other things:
(i) the approval of the Scheme by majority in number
representing not less than three fourths in value of the Scheme
Shareholders present and voting at the Court Meeting, the
resolutions required to approve and implement the Scheme being duly
passed at the General Meeting and the sanction of the Scheme by the
Court;
(ii) the application for the New Ophir Shares to be admitted to
the Official List being approved by the UKLA and the London Stock
Exchange acknowledging that the New Ophir Shares will be admitted
to trading;
(iii) the receipt of written consent from the Republic of
Kenya's Minister of Energy (or his designated representative) to
the Offer;
(iv) relevant antitrust clearances in Kenya and Tanzania, to the
extent that the Offer constitutes a merger to be notified to the
Kenyan or Tanzanian Competition Authorities under the relevant
antitrust law or regulations;
(v) the Dominion Directors not withdrawing, modifying or
qualifying their unanimous recommendation of the Offer;
(vi) certain events not having occurred in relation to the PSCs
in respect of Block 7 in Tanzania or Block L-9 in Kenya (the "Key
Licences"), including a material change to the terms of the Key
Licences or their revocation;
(vii) confirmation being received in a form satisfactory to
Ophir (acting reasonably) (by a time agreed between the parties)
that only a work programme and budget in a form agreed between
Ophir and Dominion has been approved in respect of Block 7; and
(viii) there being no material breach of any applicable laws or
the Implementation Agreement by Dominion, in each case which Ophir
determines acting reasonably is material in the context of the
Offer.
The Offer is also subject to customary conditions applied to
offers for companies subject to the City Code. The Conditions are
set out in full in Appendix I. In the absence of the City Code
applying to the Offer, the ability of Ophir to invoke any of the
Conditions is provided for in the Implementation Agreement. Please
see Appendix IV for further details of this and other provisions
contained in the Implementation Agreement.
8. Structure of the Offer
Ophir currently intends to implement the Offer by means of a
scheme of arrangement of Dominion under the Act. Pursuant to the
Implementation Agreement, Ophir may, in the event that a third
party issues an announcement of a firm intention to make an offer
for Dominion or with the prior written consent of Dominion (such
consent not to be unreasonably withheld or delayed) elect to
implement the transaction via either an Amalgamation or a Takeover
Offer under Bermuda law as an alternative to the Scheme. In such
event, the Offer will be implemented on substantially the same
terms, subject to appropriate amendments (including those required
under Bermuda law), as those which would apply to the Scheme.
The Scheme will involve an application by Dominion to the Court
to sanction the Scheme and, to become effective, the Scheme
requires, among other things, the approval of a majority in number
representing not less than 75 per cent. in value of the relevant
Dominion Shareholders present and voting in person or by proxy at
the Court Meeting, which is convened by order of the Court, and the
passing of the resolutions necessary to implement the Offer at the
General Meeting. The Scheme must also be sanctioned by the
Court.
On the Scheme becoming effective, it will be binding on all
Dominion Shareholders, irrespective of whether or not they attended
or voted at the Court Meeting or the General Meeting.
The Scheme Document will be posted to Dominion Shareholders as
soon as reasonably practicable and Dominion and Ophir are expecting
the Scheme to become effective by the end of 2011.
9. Delisting
Prior to the Scheme becoming effective, Dominion intends to make
an application to AIM to cancel the admission to trading of the
Dominion Shares as soon as reasonably practicable after the
Effective Date.
10. Information on Dominion
Dominion is an independent oil and gas exploration company
focusing primarily on East Africa. The company is incorporated in
Bermuda and was admitted to trading on AIM in 2006.
Since 2006, Dominion has assembled a portfolio of assets
covering highly prospective acreage in Tanzania, Kenya, Uganda and
the Democratic Republic of Congo. Dominion's portfolio is in the
early exploration phase. Seismic activity has been undertaken on
the Tanzanian and Ugandan acreage. A competent person's report was
prepared in June 2010 on Block 7, offshore Tanzania, which
concluded that the Alpha prospect alone has a mean unrisked
prospective resource of 883mmbbl of oil or 5.66 Tcf of gas net to
Dominion, post the farm out to Mubadala. In November 2010 Dominion
acquired a 3D seismic survey over the Block 7 acreage. The fast
track 3D from this survey highlighted the presence of new
opportunities not apparent on the original 2D dataset. Management
estimates that three currently mapped prospects identified add
cumulatively between 1.04 Tcf and 5.20 Tcf (P90 - P10 range) of
prospective resources net to Dominion post the farm out to
Mubadala.
On 5 October 2011, Dominion announced that it had agreed a
farm-out of a 20 per cent. working interest in Block 7, deepwater
Tanzania to Mubadala. Under the terms of the agreement Mubadala
will pay Dominion $20 million cash consideration and carry
Dominion's remaining working interest in a new seismic programme up
to a cap of $2.4 million.
A summary of Dominion's key assets can be found below.
Gross
Participating area (km(2)
Jurisdiction Asset Operator Interest (%) )
Tanzania Block 7 Dominion 80%(1) 8,427
Kenya Block L-9 Dominion 60%(2) 5,110
Kenya Block L-15 Dominion 100% 2,331
Uganda Area 4B Dominion 95% 497(3)
Block
DRC 5 SOCO 46.75% 7,447
Total gross
area 23,812
======================================================
(1) Completion of the farm-out to Mudabala is dependent upon the
establishment of Mubadala's subsidiary and the approval of the
Tanzanian Government;
(2) Following anticipated transfers of interests to Flow Energy
and Avana Petroleum;
(3) Acreage post relinquishments associated with the entry into
the third exploration period.
Dominion's executive management team comprises Andrew Cochran,
the Chief Executive Officer, Robert Shepherd, the Chief Financial
Officer, and Vahid Farzad, the Commercial Director.
In 2010, Dominion had no revenues and made a net loss of $38.5
million. As at 31 December 2010 Dominion had gross assets of $87.8
million. For the six months ended 30 June 2011, Dominion made a
loss of $3.6 million.
11. Information on Ophir
Ophir is a FTSE250, independent oil and gas exploration company
with a focus on Africa. Ophir is incorporated in England and Wales
with headquarters in London, England, and operational offices in
Perth (Australia), Dar es Salaam (Tanzania) and Malabo (Equatorial
Guinea). The company listed on the premium segment of the London
Stock Exchange in July 2011.
Since its foundation in 2004, the company has acquired an
extensive portfolio of oil and gas interests, and its current
portfolio comprises 17 assets in eight jurisdictions in Africa. The
majority of these interests lie offshore in water depths greater
than 250m and are thus classified as "deepwater".
The company undertook two drilling campaigns in 2008 and
2010/2011 as operator, drilling eight exploration wells in Gabon,
Equatorial Guinea and Tanzania, making two gas discoveries in
Equatorial Guinea and three gas discoveries in Tanzania.
12. Management and employees
Ophir has high regard for the skills and experience of the
existing management and employees of Dominion. Ophir confirms that
it intends to fully safeguard their existing rights, including
pension rights.
Ophir intends to enter into discussions with senior management
of Dominion in due course regarding their potential continuing
involvement in the enlarged Ophir group. There are no agreements or
arrangements between Ophir and senior management of Dominion in
relation to their continued involvement and no such agreements or
arrangements will be entered into at the current time.
13. New Ophir Shares and Ophir Prospectus
Ophir will be issuing as consideration for the Offer, in
aggregate, approximately 11.9 per cent of Ophir's current issued
share capital.
As a result, Ophir will be required to publish a prospectus in
connection with the issue of the New Ophir Shares. The prospectus
will contain information relating to, amongst other things, the
enlarged Ophir group and the New Ophir Shares.
Application will be made to the FSA and the London Stock
Exchange for the New Ophir Shares to be admitted to the Official
List and to trading on the London Stock Exchange's market for
listed securities respectively. It is expected that Admission will
become effective and that dealings for normal settlement in the New
Ophir Shares will commence on the London Stock Exchange at 8.00
a.m. on the business day following the Effective Date.
14. Application of the City Code
As Dominion is a company incorporated in Bermuda the Offer is
not subject to the City Code and is outside the jurisdiction of the
Panel.
As a result, Dominion and Ophir have agreed in the
Implementation Agreement a framework for the implementation of the
Offer (including the ability of Ophir to invoke Conditions to the
Scheme). Further details are set out in the summary of the
Implementation Agreement contained in Appendix IV.
15. General
Appendix I sets out the Conditions and certain further terms of
the Offer. Appendix II contains the sources and bases of certain
information used in this Announcement. Appendix III contains
certain details relating to the irrevocable undertakings given by
certain Dominion Directors and certain members of Dominion's senior
management and certain Convertible Note Holders. A summary of the
terms of the Implementation Agreement is set out in Appendix IV.
Appendix V contains the definitions of certain terms used in this
Announcement.
Enquiries
Ophir Tel: +44 (0) 20 7290 5800
Nick Cooper, Chief Executive Offer
Jonathan Taylor, Founder Director
J.P. Morgan Cazenove (Financial Adviser to Ophir) Tel: +44 (0)
20 7742 4000
Barry Weir
Neil Passmore
James Robinson
FTI Consulting (PR Adviser to Ophir) Tel: +44 (0) 20 7831
3113
Billy Clegg
Edward Westropp
Dominion Tel: +44 (0) 20 7349 5900
Roger Cagle, Chairman
Andrew Cochran, Chief Executive Officer
Rob Shepherd, Finance Director
BofA Merrill Lynch (Joint Financial Adviser to Dominion) Tel:
+44 (0) 20 7628 1000
Paul Wheeler
Anya Weaving
Paul Frankfurt
RBC Capital Markets (NOMAD, Joint Financial Adviser to
Dominion)
Jeremy Low Tel: +44 (0) 20 7653 4000
Martin Eales
Pelham Bell Pottinger Limited (PR Adviser to Dominion) Tel: +44
(0) 20 7861 3112
Archie Berens
J.P. Morgan Cazenove is acting exclusively for Ophir and no one
else in connection with the Offer or any other matter set out in
this Announcement 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 Offer or
in relation to the contents of this Announcement or any transaction
or any other matters referred to herein.
BofA Merrill Lynch is acting exclusively for Dominion and no one
else in connection with the Offer or any other matter set out in
this Announcement and will not be responsible to anyone other than
Dominion for providing the protections afforded to clients of BofA
Merrill Lynch or for providing advice in relation to the Offer or
in relation to the contents of this Announcement or any transaction
or any other matters referred to herein.
RBC Europe Limited, which trades as RBC Capital Markets and
which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Dominion
and no one else in connection with the matters set out in this
Announcement, and will not be responsible to anyone other than
Dominion for providing the protections afforded to clients of RBC
Europe Limited or for providing advice in relation to matters set
out in this Announcement or any offer or arrangements referred to
herein or in the Scheme Document.
Further information
This Announcement is for information purposes only and is not
intended to, and does not constitute, or form part of, an offer to
sell or any invitation to purchase or subscribe for any securities
or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise. This Announcement does not constitute a
prospectus or a prospectus equivalent document. Dominion
Shareholders are advised to read carefully the formal documentation
in relation to the Offer once it has been despatched. The proposals
for the Offer will be made solely through the Scheme Document,
which will contain the full terms and conditions of the Scheme,
including details of how to vote with respect to the Scheme. Please
carefully read the Scheme Document in its entirety before making a
decision with respect to the Offer. Any acceptance or other
response to the proposals should be made on the basis of the
information in the Scheme Document.
This Announcement has been prepared for the purposes of
complying with English law and information disclosed in it may not
be the same as that which would have been prepared in accordance
with the laws of jurisdictions outside England.
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom and Bermuda may be
restricted by law or regulation and therefore persons into whose
possession this Announcement comes should inform themselves about
and observe such restrictions. Any failure to comply with these
restrictions may constitute a violation of securities laws of any
such jurisdictions. To the fullest extent permitted by law,
Dominion and Ophir disclaim any responsibility or liability for the
violation of such restrictions by such person.
Any person (including, without limitation, any custodian,
nominee and trustee) who would, or otherwise intends to, or who may
have a contractual or legal obligation to forward this Announcement
and/or the Scheme Document and/or any other related document to any
jurisdiction outside the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdiction before taking any action.
The Scheme is subject to Bermuda law and is not subject to the
City Code on Takeovers and Mergers or the jurisdiction of the Panel
and this Announcement has not been prepared for the purpose of
complying with the City Code on Takeovers and Mergers.
The Offer relates to the shares in a Bermuda company and is
proposed to be made by means of a scheme of arrangement under the
Act. The scheme of arrangement will relate to the shares of a
Bermuda company that is a 'foreign private issuer' as defined under
Rule 3b-4 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). A transaction effected by means of a scheme
of arrangement is not subject to the proxy solicitation nor the
tender offer rules under the Exchange Act. Accordingly, the Offer
is subject to the disclosure requirements and practices applicable
in Bermuda to schemes of arrangement, which differ from the
disclosure requirements of the US proxy solicitation and tender
offer rules. Financial information included in the Scheme Document
and other documentation relating to the Scheme will have been
prepared in accordance with accounting standards that may not be
comparable to the financial statements of US companies.
Any securities to be offered pursuant to the Offer as described
in this Announcement have not been and will not be registered under
the US Securities Act of 1933, as amended (the "Securities Act"),
or under the securities laws of any state, district or other
jurisdiction of the United States. Accordingly, such securities may
not be offered, sold or delivered, directly or indirectly, in or
into such jurisdictions except pursuant to exemptions from
applicable requirements of such jurisdictions. It is expected that
the New Ophir Shares to be issued in the Scheme will be issued in
reliance upon the exemption from the registration requirements of
the Securities Act provided by Section 3(a)(10) thereof. Under
applicable US securities laws, persons (whether or not US persons)
who are or will be "affiliates" (within the meaning of the
Securities Act) of Dominion or Ophir prior to, or of Ophir after,
the Effective Date will be subject to certain transfer restrictions
relating to the New Ophir Shares received in connection with the
Scheme.
If the Offer is implemented by way of an Amalgamation or a
Takeover Offer under Bermuda law, the Offer will be made in
compliance with applicable US laws and regulations, including (in
the case of a Takeover Offer) applicable provisions of the tender
offer rules under the Exchange Act.
Forward-Looking Statements
This Announcement, including information included or
incorporated by reference in this Announcement, may contain
"forward-looking statements" concerning Dominion and/or Ophir that
are subject to risks and uncertainties. Generally, the words
"will", "may", "should", "continue", "believes", "expects",
"intends", "anticipates" or similar expressions identify
forward-looking statements. These forward-looking statements
involve risks and uncertainties that could cause actual results to
differ materially from those expressed in the forward-looking
statements. Many of these risks and uncertainties relate to factors
that are beyond Ophir's and Dominion's ability to control or
estimate precisely, such as future market conditions, changes in
regulatory environment and the behaviour of other market
participants. Ophir and Dominion cannot give any assurance that
such forward-looking statements will prove to have been correct.
The reader is cautioned not to place undue reliance on these
forward looking statements. Ophir and Dominion assume no obligation
and do not undertake any obligation to update or revise publicly
any of the forward-looking statements set out herein, whether as a
result of new information, future events or otherwise, except to
the extent legally required.
Publication on websites
A copy of this Announcement is and will be available free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, for inspection on Ophir's
website at www.ophirenergy.com and on Dominion's website at
www.dominionpetroleum.com by no later than 12 noon on 14 October
2011.
APPENDIX I CONDITIONS AND FURTHER TERMS OF THE OFFER
The Offer will be conditional upon the Scheme becoming
unconditional and becoming effective by no later than the Long Stop
Date, or such later date (if any) as Ophir and Dominion may agree
and (if required) the Court may allow.
The Offer will be subject to the following conditions:
Scheme Condition
1 with regard to the Scheme:
(a) the approval of the Scheme by a majority in number
representing not less than three fourths in value of the Scheme
Shareholders (or the relevant class or classes thereof, if
applicable) who are on the register of members of Dominion at the
Scheme Voting Record Time, present and voting, whether in person or
by proxy, at the Court Meeting and any separate class meeting which
may be required by the Court or any adjournment thereof;
(b) the resolutions required to approve and implement the Scheme
being duly passed at the General Meeting (or any adjournment
thereof); and
(c) the sanction of the Scheme by the Court (with or without
modification (but subject to such modification being acceptable to
Ophir and Dominion)), an office copy of the Court Order being
delivered to the Registrar of Companies and, if the Court so orders
for the Scheme to become effective, registration of the Court Order
with the Registrar of Companies;
New Ophir Shares
2
(a) the UKLA having acknowledged to Ophir or its agent (and such
acknowledgement not having been withdrawn) that the application for
the admission of the New Ophir Shares to the Official List with a
premium listing has been approved and (after satisfaction of any
conditions to which such approval is expressed to be subject
("listing conditions")) will become effective as soon as a dealing
notice has been issued by the FSA and any listing conditions having
been satisfied; and
(b) the London Stock Exchange having acknowledged to Ophir or
its agent (and such acknowledgement not having been withdrawn) that
the New Ophir Shares will be admitted to trading;
Kenyan and Tanzanian Conditions
3 the receipt of written consent from the Republic of Kenya's
Minister of Energy (or his designated representative) to the
Offer;
4 to the extent that the Offer constitutes, or is deemed to
constitute, a merger to be notified to the Kenyan Competition
Authority ("KCA") under the Competition Act No. 12 of 2010 (the
"Kenyan Competition Act"), the adoption of a decision by the KCA
within the prescribed time periods either not to open an
investigation pursuant to the Kenyan Competition Act or approving
the Offer on terms satisfactory to Ophir (acting reasonably);
5 to the extent that the Offer constitutes, or is deemed to
constitute, a merger to be notified to the Tanzanian Fair
Competition Commission ("FCC") under the Fair Competition Act No. 8
of 2003 ("FCA"), the adoption of a decision by the FCC within the
prescribed time periods either not to open an investigation
pursuant to the FCA or approving the Offer on terms satisfactory to
Ophir (acting reasonably);
Recommendation, Implementation Agreement and Assets
6 confirmation being received in a form satisfactory to Ophir
(acting reasonably) (by a time agreed between the parties) that
only a work programme and budget in a form agreed between Ophir and
Dominion has been approved in respect of Block 7;
7 the Dominion Directors not withdrawing, modifying or
qualifying their unanimous recommendation of the Offer;
8 Dominion not electing, without the consent of Ophir, to: (a)
adjourn or delay the Court Meeting and/or General Meeting by more
than 21 days after the expected date of such meetings as set out in
the Scheme Document; and/or (b) delay the Court Hearing by more
than 21 days after the expected date for such hearing as set out in
the Scheme Document (or, if later, to a date which is as soon as
reasonably practicable, taking into account the Court's
availability, after the Conditions in paragraph 2 to 5 (inclusive)
have been satisfied or waived);
9 a Third Party Transaction not being declared wholly
unconditional or completing;
10 none of the following having occurred:
(a) the actual loss or the threatened loss (in a manner in which
a reasonable prudent operator with experience of operating in the
country in question would reasonably determine to be credible) of
any interest in any of the PSCs held by any member of the Wider
Dominion Group in relation to: (i) Block 7; or (ii) Block L-9
(together the "Key Licences");
(b) any changes to the terms of any of the Key Licences which
Ophir determines acting reasonably is material in context of the
Offer;
(c) any change to the operatorship of such assets;
(d) any voluntary relinquishment of any acreage of such
PSCs;
(e) a Governmental Body revoking or having indicated that it
intends to revoke or recommend the revocation (in a manner in which
a reasonable prudent operator with experience of operating in the
country in question would reasonably determine to be credible) of
any exploration licence held by a member of the Wider Dominion
Group in respect of the Key Licences or requiring a further change
of control of Dominion or the member(s) of the Dominion Group which
hold such licence (i) in respect of Block 7; or (ii) in respect of
Block L-9, in each case outside of the Dominion Group, as a result
of the implementation of the Offer.
11 Ophir not becoming aware of any material breach of any
Applicable Laws by any member of the Wider Dominion Group which
Ophir determines acting reasonably is material in context of the
Offer;
12 Dominion not being in breach of a material term of the
Implementation Agreement which Ophir determines acting reasonably
is material in context of the Offer;
Notifications, waiting periods and authorisations
13 all notifications, filings or applications which are
necessary or considered appropriate (acting reasonably) by Ophir
having been made in connection with the Offer and all necessary
waiting periods (including any extensions thereof) under any
applicable legislation or regulation of any jurisdiction having
expired, lapsed or been terminated (as appropriate) and all
statutory and regulatory obligations in any jurisdiction having
been complied with in each case in respect of the Offer and all
Authorisations necessary or considered appropriate by Ophir (acting
reasonably) in any jurisdiction for or in respect of the Offer and
the acquisition or the proposed acquisition of any shares or other
securities in, or control or management of, Dominion or any other
member of the Wider Dominion Group by any member of the Wider Ophir
Group having been obtained in terms and in a form reasonably
satisfactory to Ophir from all appropriate Third Parties or
(without prejudice to the generality of the foregoing) from any
person or bodies with whom any member of the Wider Dominion Group
or the Wider Ophir Group has entered into contractual arrangements
and all such Authorisations necessary or considered appropriate by
Ophir (acting reasonably) carry on the business of any member of
the Wider Dominion Group in any jurisdiction having been obtained
and all such Authorisations remaining in full force and effect at
the time at which the Offer becomes otherwise wholly unconditional
and there being no notice or intimation of an intention to revoke,
suspend, restrict, modify or not to renew such Authorisations;
General antitrust and regulatory
14 no antitrust regulator or Third Party having given notice of
a decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference (and in each
case, not having withdrawn the same), or having required any action
to be taken or otherwise having done anything, or having enacted,
made or proposed any statute, regulation, decision, order or change
to published practice (and in each case, not having withdrawn the
same) and there not continuing to be outstanding any statute,
regulation, decision or order which would or might reasonably be
expected to:
(a) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any
member of the Wider Ophir Group or by any member of the Wider
Dominion Group of all or any part of its businesses, assets or
property or impose any limitation on the ability of all or any of
them to conduct their businesses (or any part thereof) or to own,
control or manage any of their assets or properties (or any part
thereof) to an extent which is material in the context of the Wider
Dominion Group taken as a whole;
(b) require any member of the Wider Ophir Group or the Wider
Dominion Group to acquire or offer to acquire any shares, other
securities (or the equivalent) or interest in any member of the
Wider Dominion Group or any asset owned by any Third Party (other
than in the implementation of the Offer) to an extent which is
material in the context of the Wider Dominion Group taken as a
whole;
(c) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Ophir Group
directly or indirectly to acquire, hold or to exercise effectively
all or any rights of ownership in respect of shares or other
securities in Dominion or on the ability of any member of the Wider
Dominion Group or any member of the Wider Ophir Group directly or
indirectly to hold or exercise effectively all or any rights of
ownership in respect of shares or other securities (or the
equivalent) in, or to exercise voting or management control over,
any member of the Wider Dominion Group to an extent which is
material in the context of the Wider Dominion Group taken as a
whole or the Wider Ophir Group taken as a whole (as the case may
be);
(d) otherwise adversely affect any or all of the business,
assets or profits of any member of the Wider Dominion Group or any
member of the Wider Ophir Group in a manner which is material in
the context of the Wider Dominion Group taken as a whole or of the
obligations of any member of the Wider Ophir Group in connection
with the Offer;
(e) result in any member of the Wider Dominion Group or any
member of the Wider Ophir Group ceasing to be able to carry on
business under any name under which it presently carries on
business;
(f) make the Offer, its implementation or the acquisition or
proposed acquisition of any shares or other securities in, or
control or management of, Dominion by any member of the Wider Ophir
Group void, unenforceable and/or illegal under the laws of any
relevant jurisdiction, or otherwise, directly or indirectly
prevent, prohibit or materially restrict, restrain, or delay or
otherwise interfere with the implementation of, or impose
additional conditions or obligations with respect to, or otherwise
challenge, impede, interfere or require amendment of the Offer or
the acquisition or proposed acquisition of any shares or other
securities in, or control or management of, Dominion by any member
of the Wider Ophir Group, or
(g) require, prevent or materially delay a divestiture by any
member of the Wider Ophir Group of any shares or other securities
(or the equivalent) in any member of the Wider Dominion Group or
any member of the Wider Ophir Group; or
(h) impose any limitation on the ability of any member of the
Wider Ophir Group of any member of the Wider Dominion Group to
conduct, integrate or co-ordinate all or any part of its business
with all or any part of the business of any other member of the
Wider Ophir Group and/or the Wider Dominion Group in a manner which
is materially adverse to the Wider Dominion Group and/or the Wider
Ophir Group, in either case, taken as a whole or in the context of
the Offer,
and all applicable waiting and other time periods (including any
extensions thereof) during which any such antitrust regulator or
Third Party could decide to take, institute, implement or threaten
any such action, proceeding, suit, investigation, enquiry or
reference or take any other step under the laws of any jurisdiction
in respect of the Offer or the acquisition or proposed acquisition
of any Dominion Shares or otherwise intervene having expired,
lapsed or been terminated;
Certain matters arising as a result of any arrangement,
agreement, etc.
15 except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Wider Dominion Group is a
party or by or to which any such member or any of its assets is or
may be bound, entitled or be subject or any event or circumstance
which, as a consequence of the Offer or the acquisition or the
proposed acquisition by any member of the Wider Ophir Group of any
shares or other securities (or the equivalent) in Dominion or
because of a change in the control or management of any member of
the Wider Dominion Group or otherwise, could or might reasonably be
expected to result in, in each case to the extent which is material
in the context of the Wider Dominion Group taken as a whole or to
the obligations of the Wider Dominion Group in connection with the
Offer:
(a) any monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any member of the Wider
Dominion Group being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated
maturity date or repayment date, or the ability of any such member
to borrow monies or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or
inhibited;
(b) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business,
property or assets of any member of the Wider Dominion Group or any
such mortgage, charge or other security interest (whenever created,
arising or having arisen) becoming enforceable;
(c) any such arrangement, agreement, lease, licence, franchise,
permit or other instrument being terminated or the rights,
liabilities, obligations or interests of any member of the Wider
Dominion Group being adversely modified or adversely affected or
any obligation or liability arising or any adverse action being
taken or arising thereunder;
(d) any liability of any member of the Wider Dominion Group to
make any severance, termination, bonus or other payment to any of
its directors, or other officers;
(e) the rights, liabilities, obligations, interests or business
of any member of the Wider Dominion Group or any member of the
Wider Ophir Group under any such arrangement, agreement, licence,
permit, lease or instrument or the interests or business of any
member of the Wider Dominion Group or any member of the Wider Ophir
Group in or with any other person or body or firm or company (or
any arrangement or arrangement relating to any such interests or
business) being or becoming capable of being terminated, or
adversely modified or affected or any onerous obligation or
liability arising or any adverse action being taken thereunder;
(f) any member of the Wider Dominion Group ceasing to be able to
carry on business under any name under which it presently carries
on business;
(g) the value of, or the financial or trading position or
prospects of, any member of the Wider Dominion Group being
prejudiced or adversely affected; or
(h) the creation or acceleration of any liability (actual or
contingent) by any member of the Wider Dominion Group,
and no event having occurred which, under any provision of any
arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider Dominion Group is a
party or by or to which any such member or any of its assets are
bound, entitled or subject, would or might result in any of the
events or circumstances as are referred to in Condition 15(a) to
(h);
Certain events occurring since 31 December 2010
16 except as Disclosed, no member of the Wider Dominion Group
having since 31 December 2010:
(a) issued or agreed to issue or authorised or proposed or
announced its intention to authorise or propose the issue, of
additional shares of any class, or securities or securities
convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares, securities or
convertible securities or transferred or sold or agreed to transfer
or sell or authorised or proposed the transfer or sale of Dominion
Shares out of treasury (except, where relevant, as between Dominion
and wholly owned subsidiaries of Dominion or between the wholly
owned subsidiaries of Dominion and except for the issue of Dominion
Shares on the valid exercise of employee share options);
(b) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other
distribution (whether payable in cash or otherwise) other than
dividends (or other distributions whether payable in cash or
otherwise) lawfully paid or made by any wholly owned subsidiary of
Dominion to Dominion or any of its wholly owned subsidiaries;
(c) other than pursuant to the Offer (and except for
transactions between Dominion and its wholly owned subsidiaries or
between the wholly owned subsidiaries of Dominion and transactions
in the ordinary course of business) implemented, effected,
authorised or proposed or announced its intention to implement,
effect, authorise or propose any merger, demerger, reconstruction,
amalgamation, scheme, commitment or acquisition or disposal of
assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings;
(d) other than in the ordinary course of business, disposed of,
or transferred, mortgaged or created any security interest over any
asset or any right, title or interest in any asset or authorised,
proposed or announced any intention to do so;
(e) issued, authorised or proposed or announced an intention to
authorise or propose, the issue of or made any change in or to the
terms of any debentures or (save in the ordinary course of
business) become subject to any contingent liability or incurred or
increased any indebtedness to the extent which is material in the
context of the Wider Dominion Group or in the context of the
Offer;
(f) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any material contract,
arrangement, agreement, transaction or commitment (whether in
respect of capital expenditure or otherwise) which is of a long
term, unusual or onerous nature or magnitude or which is or which
involves or could involve an obligation of a nature or magnitude
which is reasonably likely to be restrictive on the business of any
member of the Wider Dominion Group which is, in any such case,
material in the context of the Wider Dominion Group;
(g) entered into or varied the terms of, or made any offer
(which remains open for acceptance) to enter into or vary the terms
of any contract, service agreement, commitment or arrangement with
any director, board adviser or senior executive of any member of
the Wider Dominion Group;
(h) proposed, agreed to provide or modified in any material
respect the terms of any share option scheme, incentive scheme or
other benefit relating to the employment or termination of
employment of any employee of the Wider Dominion Group;
(i) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, except in respect of the matters mentioned in
paragraph 16(a) above, made any other change to any part of its
share capital;
(j) waived, compromised or settled any claim which is material
in the context of the Wider Dominion Group taken as a whole;
(k) terminated or varied the terms of any agreement or
arrangement between any member of the Wider Dominion Group and any
other person in a manner which would or might reasonably be
expected to have a material adverse effect on the financial
position of the Wider Dominion Group taken as a whole;
(l) made any material alteration to its memorandum or articles
of association or other incorporation documents;
(m) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business;
(n) (other than in respect of a member which is dormant and was
solvent at the relevant time) taken or proposed any steps,
corporate action or had any legal proceedings instituted or
threatened against it in relation to the suspension of payments, a
moratorium of any indebtedness, its winding-up (voluntary or
otherwise), dissolution, reorganisation or for the appointment of a
receiver, administrator, manager, administrative receiver, trustee
or similar officer of all or any of its assets or revenues or any
analogous or equivalent steps or proceedings in any jurisdiction or
appointed any analogous person in any jurisdiction or had any such
person appointed;
(o) made, authorised, proposed or announced an intention to
propose any change in its loan capital;
(p) entered into, implemented or authorised the entry into, any
joint venture, asset or profit sharing arrangement, partnership or
merger of business or corporate entities which is material in the
context of the Wider Dominion Group taken as a whole; or
(q) entered into any agreement, arrangement, commitment or
contract or passed any resolution or made any offer (which remains
open for acceptance) with respect to or announced an intention to,
or to propose to, effect any of the transactions, matters or events
referred to in this Condition 16;
No adverse change, litigation, regulatory enquiry or similar
17 except as Disclosed, since 31 December 2010 there having
been:
(a) no adverse change and no circumstance having arisen which
would or might be expected to result in any adverse change in, the
business, assets, financial or trading position or profits or
operational performance of any member of the Wider Dominion Group
to an extent which is material to the Wider Dominion Group taken as
a whole;
(b) no litigation, arbitration proceedings, prosecution or other
legal proceedings having been threatened, announced or instituted
by or against or remaining outstanding against or in respect of,
any member of the Wider Dominion Group or to which any member of
the Wider Dominion Group is or may become a party (whether as
claimant, defendant or otherwise) having been threatened,
announced, instituted or remaining outstanding by, against or in
respect of, any member of the Wider Dominion Group which, in any
such case, might reasonably be expected materially and adversely to
affect the Wider Dominion Group taken as a whole;
(c) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the Wider Dominion Group having been threatened, announced or
instituted or remaining outstanding by, against or in respect of
any member of the Wider Dominion Group which, in any such case,
might reasonably be expected materially and adversely to affect the
Wider Dominion Group taken as a whole;
(d) no contingent or other liability having arisen or become
apparent to Ophir or increased other than in the ordinary course of
business which is reasonably likely to affect adversely the
business, assets, financial or trading position or profits of any
member of the Wider Dominion Group to an extent which is material
to the Wider Dominion Group taken as a whole; and
(e) no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal,
cancellation, termination or modification of any licence held by
any member of the Wider Dominion Group which is necessary for the
proper carrying on of its business and the withdrawal, termination
or notification of which is material and likely adversely to affect
the Wider Dominion Group taken as a whole;
No discovery of certain matters regarding information,
liabilities and environmental issues
18 except as Disclosed, Ophir not having discovered:
(a) that any financial, business or other information concerning
the Wider Dominion Group publicly announced prior to the date of
the Announcement or disclosed at any time to any member of the
Wider Ophir Group by or on behalf of any member of the Wider
Dominion Group prior to the date of the Announcement is misleading,
contains a material misrepresentation of any fact, or omits to
state a fact necessary to make that information not misleading and
which is, in any case, material in the context of the Wider
Dominion Group taken as a whole or in the context of the Offer;
(b) that any member of the Wider Dominion Group or any
partnership, company or other entity in which any member of the
Wider Dominion Group has a significant economic interest and which
is not a subsidiary undertaking of Dominion is, otherwise than in
the ordinary course of business, subject to any liability,
contingent or otherwise and which is material in the context of the
Wider Dominion Group taken as a whole;
(c) that any past or present member of the Wider Dominion Group
has not complied in any material respect with all applicable
legislation, regulations or other requirements of any jurisdiction
or any Authorisations relating to the use, treatment, storage,
carriage, disposal, discharge, spillage, release, leak or emission
of any waste or hazardous substance or any substance likely to
impair the environment (including property) or harm human health or
otherwise relating to environmental matters or the health and
safety of humans, which non-compliance would be likely to give rise
to any material liability including any penalty for non-compliance
(whether actual or contingent) on the part of any member of the
Wider Dominion Group;
(d) that there has been a disposal, discharge, spillage,
accumulation, release, leak, emission or the migration, production,
supply, treatment, storage, transport or use of any waste or
hazardous substance or any substance likely to impair the
environment (including any property) or harm human health which
(whether or not giving rise to non-compliance with any law or
regulation), which would be likely to give rise to any material
liability (whether actual or contingent) on the part of any member
of the Wider Dominion Group; or
(e) that there is or is reasonably likely to be any material
obligation or liability (whether actual or contingent) or
requirement to make good, remediate, repair, reinstate or clean up
any property, asset or any controlled waters currently or
previously owned, occupied, operated or made use of or controlled
by any past or present member of the Wider Dominion Group (or on
its behalf), or in which any such member may have or previously
have had or be deemed to have had an interest, under any
environmental legislation, common law, regulation, notice,
circular, Authorisation or order of any Third Party in any
jurisdiction or to contribute to the cost thereof or associated
therewith or indemnify any person in relation thereto, in any such
case to an extent which is material in the context of the Wider
Dominion Group; or
(f) that circumstances exist (whether as a result of making the
Offer or otherwise) which would be reasonably likely to lead to any
Third Party instituting (or whereby any member of the Wider
Dominion Group would be likely to be required to institute), an
environment audit or take any steps which would in any such case be
reasonably likely to result in any actual or contingent liability
to improve or install new plant or equipment or to make good,
repair, reinstate or clean up any property of any description or
any asset now or previously owned, occupied or made use of by any
past or present member of the Wider Dominion Group (or on its
behalf) or by any person for which a member of the Wider Dominion
Group is or has been responsible, or in which any such member may
have or previously have had or be deemed to have had an interest
which is material in the context of the Wider Dominion Group;
Certain Further Terms of the Offer
Ophir reserves the right to waive any of the above Conditions 2
to 18 (inclusive).
The Offer will not proceed unless all the above Conditions have
been fulfilled or, where permitted, waived by Ophir, prior to the
Court Hearing.
Ophir shall be under no obligation to waive (if capable of
waiver) or to treat as fulfilled Conditions 2 to 18 (inclusive) by
a date earlier than the latest date for the fulfilment of that
Condition notwithstanding that the other Conditions of the Offer
may at such earlier date have been waived or fulfilled and that
there are at such earlier date no circumstances indicating that any
of such Conditions may not be capable of fulfilment.
Ophir reserves the right to elect to implement the Offer by way
of a transfer Scheme or a cancellation Scheme or an Amalgamation or
Takeover Offer. In such event, the Offer will be implemented on
substantially the same terms, subject to appropriate amendments
(including those required under Bermuda law), as those which would
apply to the Scheme. Ophir reserves the right to revise the
exchange ratio to a lower ratio with the consent of Dominion but
only as contemplated by the Implementation Agreement.
The Implementation Agreement includes agreement between the
parties regarding the ability of Ophir to invoke the Conditions and
to implement the Offer by way of Scheme, Amalgamation or Takeover
Offer.
The availability of the Scheme to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
Unless otherwise stated, in this Announcement:
1 Financial information relating to Dominion has been extracted
or derived (without any adjustment) from Dominion's audited
financial statements for the year ended 31 December 2010, published
on 24 June 2011, and Dominion's interim results for the six months
ended 30 June 2011 (which are unaudited), published on 30 September
2011.
2 The value of the Offer of GBP118.2 million ($186.3 million)
for the fully diluted share capital of Dominion and the Dominion
Convertible Notes is based on:
(a) The Offer being for 0.0244 New Ophir Shares for each
Dominion Share;
(b) The closing price of 242.2 pence per New Ophir Share on 12
October 2011, the last business day prior to the date of this
Announcement;
(c) The assumption of 1,589,781,145 Dominion Shares currently in
issue and to be issued;
(d) An exchange rate of $1.5757 to GBP1, being the $/GBP
exchange rate as at 5pm in London on 12 October 2011, sourced from
Bloomberg; and
(e) The value of the Dominion Convertible Notes of $38.3 million
being 101 per cent. of par value plus accrued interest as at 31
December 2011.
3 The value of the Offer for each Dominion Share is based
on:
(a) The Offer being 0.0244 New Ophir Shares for each Dominion
Share; and
(b) The closing price of 242.2 pence per New Ophir Share on 12
October 2011, the last business day prior to the date of this
Announcement.
4 All prices quoted for Dominion Shares and New Ophir Shares
have been derived from the Daily Official List of the London Stock
Exchange and represent closing middle market prices on the relevant
date(s).
5 The premium calculations have been calculated by reference to
prices of:
(a) 3.6 pence per Dominion Share, being the closing price on 12
October 2011, the last business day prior to the date of this
Announcement; and
(b) 242.2 pence per New Ophir Share, being the closing price on
12 October 2011, the last business day prior to the date of this
Announcement.
APPENDIX III
DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT
Certain Dominion Directors and certain members of senior
management have irrevocably undertaken to vote in favour of the
Scheme in respect of the shares set out below.
Number of Dominion % of issued share
Name Shares capital
---------------------------- ------------------- ------------------
Dominion Directors and senior management
Roger Cagle 321,212 0.0%
Andrew Cochran 3,000,000 0.2%
Roland Wessel 148,148 0.0%
Dominion senior management 15,485,025 1.0%
---------------------------- ------------------- ------------------
Total 18,954,385 1.2%
---------------------------- ------------------- ------------------
The irrevocable undertakings given by the persons outlined above
will continue to be binding even in the event of a higher competing
offer.
These irrevocable undertakings will cease to have any effect
if:
(a) the Offer is not completed by 31 March 2012; or
(b) the Offer does not become effective, lapses or is withdrawn
without having become wholly unconditional.
The following Dominion Shareholders have irrevocably undertaken
to vote in favour of the Scheme in respect of the shares set out
below.
Number of Dominion
Name Shares % of issued share capital
--------------------------------------------------------- ----------------------------------------------------------- -----------------------------------------------------
Shareholders
--------------------------------------------------------- ----------------------------------------------------------- -----------------------------------------------------
BlueGold Global Fund
L.P 179,037,358 11.3%
--------------------------------------------------------- ----------------------------------------------------------- -----------------------------------------------------
Camulos Dominion Holdings LLC 70,060,516 4.4%
--------------------------------------------------------- ----------------------------------------------------------- -----------------------------------------------------
Outrider Management, 172,455,653 10.9%
LLC
--------------------------------------------------------- ----------------------------------------------------------- -----------------------------------------------------
Total 421,553,527 26.5%
--------------------------------------------------------- ----------------------------------------------------------- -----------------------------------------------------
These irrevocable undertakings will cease to have any effect
if:
(a) the Offer is not completed by 31 March 2012;
(b) the Offer does not become effective, lapses or is withdrawn
without having become wholly unconditional;
(c) an offer (whether by means of a takeover offer or by way of
a scheme of arrangement or amalgamation) for Dominion Shares is
made by a Third Party consisting of consideration of at least 75
per cent. in cash and the consideration per Dominion Share of that
offer at the time it is made exceeds the higher of (i) the value of
the Offer by reference to the consideration per Dominion Share at
the time the Offer is made or (ii) the value of the Offer by
reference to the consideration per Dominion Share at the time the
competing offer is made; or
(d) an offer (whether by means of a takeover offer or by way of
a scheme of arrangement or amalgamation) for the Dominion Shares is
made by a Third Party consisting of more than 25 per cent. of
non-cash consideration and the consideration per Dominion Share of
that offer at the time it is made exceeds the higher of (i) 10 per
cent. more than the value of the Offer by reference to the
consideration per Dominion Share at the time the Offer is made or
(ii) 10 per cent. more than the value of the Offer by reference to
the consideration per Dominion Share at the time the competing
offer is made.
APPENDIX IV
SUMMARY OF THE KEY TERMS OF THE IMPLEMENTATION AGREEMENT
In addition to the terms summarised in paragraph 7 of the
Announcement, the Implementation Agreement contains the following
provisions:
Application of Certain Code Rules and Standstill
Ophir has agreed that it shall, and shall procure that each
member of its Group and each Ophir Concert Party (if any)
shall:
-- except with the consent of Dominion, comply with Rules 16.1
(Special Deals with Favourable Conditions) and 27 (Documents
Subsequently Published) of the City Code as if they were to apply
to the Offer; and
-- not, except with the consent of Dominion, purchase any
Dominion Shares or other securities of any member of the Wider
Dominion Group.
For the purpose of this provision, "Ophir Concert Party" means a
person who, pursuant to an agreement or understanding (whether
formal or informal) with Ophir or any member of its Group,
co-operates with Ophir or any member of its Group to obtain or
consolidate control of Dominion.
Conditions
Invocation of Specific Conditions
The parties agree that, if a Condition contained in paragraph 1
to 12 (inclusive) of the Conditions is or has become incapable of
being satisfied or has been breached prior to the Court Hearing,
Ophir is entitled to withdraw or lapse the Offer.
Invocation of General Conditions
If a Condition contained in paragraph 13 to 18 (inclusive), in
Ophir's reasonable opinion, is not satisfied or becomes incapable
of satisfaction, or if, in Ophir's reasonable opinion acting in
good faith (only after having received advice from its legal and
financial advisers) an event has occurred between the date of the
Announcement and the Court Hearing in relation to Dominion's
business or otherwise which constitutes a breach of such a
Condition to the Offer of such a nature that the Panel would or
could (had the City Code applied) reasonably be expected to permit
the Condition to be invoked, Ophir may, prior to the Court Hearing
serve a written notice on the Dominion Directors specifying the
event and the relevant Condition and requesting that Ophir invoke
that Condition.
Following the service of such a notice, Ophir and Dominion shall
use all reasonable endeavours to agree whether or not Ophir may
invoke the relevant Condition as soon as practicable. If the
parties fail to reach such an agreement, an expert with suitable
experience in respect of the City Code shall be appointed to
determine whether Ophir would be entitled to invoke the relevant
Condition if the Offer were subject to the City Code and, if so,
Ophir is entitled to withdraw or lapse the Offer.
Termination
The Implementation Agreement shall terminate with immediate
effect and all rights and obligations of the parties under such
agreement shall cease if, in summary:
-- any Condition becomes incapable of satisfaction or is invoked
in accordance with the terms of the Implementation Agreement so as
to cause the Offer not to proceed; or
-- (i) the Scheme and/or the General Meeting Resolutions is/are
not approved at the Court Meeting or the General Meeting
respectively; or (ii) the Court refuses to sanction the Scheme or
grant the Court Order (unless Ophir elects to implement the Offer
by way of an Amalgamation or Takeover Offer); or
-- (save as Dominion and Ophir may otherwise agree in writing)
the Effective Date has not occurred on or before 31 March 2012;
or
-- if the Dominion Directors have withdrawn or adversely
modified or qualified their recommendation (or intention to
recommend) to Dominion Shareholders to vote in favour of the Scheme
and the General Meeting Resolutions (or if applicable to vote in
favour of an Amalgamation or to accept a Takeover Offer); or
-- a Third Party Transaction becomes or is declared wholly
unconditional or is completed; or
-- if Ophir elects in accordance with the Implementation
Agreement to implement the Offer by way of an Amalgamation or a
Takeover Offer, and the Amalgamation or Takeover Offer, once
announced, lapses in accordance with its terms or is withdrawn.
The right of Ophir to receive the Break Fee does not cease upon
termination of the Implementation Agreement.
Miscellaneous provisions
The Implementation Agreement places restrictions on certain
actions by Dominion in relation to the conduct of its business
prior to completion without the prior written consent of Ophir.
Dominion shall use its best endeavours to retain its interest in
the PSC in relation to Block L-15 in Kenya. If there is the actual
or threatened loss (in a manner which a reasonable prudent operator
with experience of operating in Kenya would reasonably determine)
of the interest in the PSC in respect of Block L-15, Ophir and
Dominion shall use their best endeavours to negotiate in good faith
regarding whether any adjustment is to be made to the terms of the
Offer.
Dominion and Ophir have agreed to co-operate in relation to the
implementation of the Scheme and the obtaining of clearances. This
includes Dominion taking all necessary steps in connection with the
Scheme and the Court and convening the Court Meeting and General
Meeting. In addition, Dominion has agreed to provide certain access
and assistance to Ophir in the period prior to completion.
APPENDIX V
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context requires otherwise.
"Act" the Companies Act 1981 of Bermuda
"Admission" the admission of the New Ophir Shares
by the FSA to the Official List and
to trading on the London Stock Exchange's
main market for listed securities
"AIM" the AIM, a market of the London Stock
Exchange
"Amalgamation" if the Offer is implemented by way
of an amalgamation, the amalgamation
of Ophir (or Ophir's wholly-owned
subsidiary) and Dominion in accordance
with the Act
"Announcement" this announcement
"Applicable Laws" means all laws and regulations of
any jurisdiction to which any member
of the Wider Dominion Group is subject
including, where applicable, the rules
of any Governmental Body
"Authorisations" all consents, clearances, permissions and
waivers that are required to be obtained, all
filings that are reasonably required to be
made and all waiting periods that may need to
have expired, from or under the laws,
regulations or practices applied by any
relevant Authority in connection with the
implementation of the Offer; and any
reference to any Condition relating to
Authorisations having been "satisfied" shall
be construed as meaning that the foregoing
have been obtained or, where appropriate,
made or expired in accordance with the
relevant Condition
"BG" BG International Limited
"Block 7" means the area of 8,427 square kilometres
offshore the United Republic of Tanzania
awarded to a member of the Wider Dominion
Group pursuant to a PSC dated 22 May
2007 made between such member of the
Wider Dominion Group and the Government
of the United Republic of Tanzania
"Block L-9" means the area of 5,110 square kilometres
in the Lamu Basin offshore the Republic
of Kenya awarded to a member of the
Wider Dominion Group pursuant to a
PSC dated 17 May 2011 made between
such member of the Wider Dominion
Group and the Government of the Republic
of Kenya
"Block L-15" means the area of 2,331 square kilometres
offshore the Republic of Kenya awarded
to a member of the Wider Dominion
Group pursuant to a PSC dated 5 October
2011 made between such member of the
Wider Dominion Group and the Government
of the Republic of Kenya
"BofA Merrill Lynch" Merrill Lynch International, a subsidiary
of Bank of America Corporation
"Break Fee" the break fee of approximately $1.5
million (inclusive of VAT)
"business day" any day which is not a Saturday, Sunday
or a bank or public holiday in England
or Bermuda
"City Code" or "Code" the City Code on Takeovers and Mergers
"Conditions" the conditions to the implementation
of the Offer set out in Appendix I
to the Announcement
"Convertible Notes" the senior secured convertible notes
issued by Dominion Petroleum Acquisitions
Limited
"Convertible Note Holders" holders of the Convertible Notes in
issue from time to time
"Court" the Supreme Court in Bermuda
"Court Hearing" the hearing of the Court to sanction
the Scheme
"Court Meeting" the meeting (including any adjournment
thereof) of the Scheme Shareholders
(or the relevant class or classes
thereof) convened under an order of
the Court under Section 99(1) of the
Act for the purposes of considering
and, if thought fit, approving the
Scheme (with or without amendment)
"Court Order" the order of the Court sanctioning
the Scheme under Section 99(2) of
the Act, to be granted at the Court
Hearing
"CREST" the relevant system (as defined in
the CREST Regulations) in respect
of which Euroclear UK & Ireland Limited
is the operator (as defined in the
CREST Regulations)
"Daily Official List" the daily official list of the London
Stock Exchange
"Directors" or "Board" the directors or the board of the
relevant entity
"Disclosed" disclosed in: i. the annual report
and accounts of Dominion for the
financial year ended 31 December
2010 or the interim results of
Dominion for the 6 months ended 30
June 2011; ii. any public
announcement by or on behalf of
Dominion on or before 5 p.m.
(London time) on 12 October 2011
(by the delivery of an
announcement to a Regulatory
Information Service); or iii. any
documents or information provided
in writing by Dominion or any of
its professional advisers to Ophir
or any member of its Group or any
of their advisers and at any
meetings between members of
management of Dominion and Ophir
between 4 August 2011 and 12
October 2011 (both dates
inclusive), in connection with the
due diligence exercise conducted
by Ophir for the Offer
"Dominion" Dominion Petroleum Limited
"Dominion Directors" the directors of Dominion from time
to time
"Dominion Shares" the unconditionally allotted or issued
and fully paid common shares of $0.00004
each in the capital of Dominion from
time to time
"Dominion Shareholders" the holders of Dominion Shares from
time to time
"Effective Date" the date on which the Scheme becomes
effective in accordance with its terms
"Exchange Act" the United States Securities Exchange
Act of 1934
"FSA" or "Financial Services the Financial Services Authority or
Authority" its successor from time to time
"General Meeting" the general meeting (including any
adjournment thereof) of the Dominion
Shareholders to be convened in connection
with the Scheme
"General Meeting Resolutions" the resolution(s) to be proposed at
the General Meeting for the purposes
of, amongst other things, approving
and implementing the Scheme, approving
certain amendments to the bye-laws
of Dominion and such other matters
as may be agreed between Dominion
and Ophir as necessary or desirable
for the purposes of implementing the
Scheme
"Governmental Body" any government, government department,
or governmental, quasi-governmental,
supranational, statutory, regulatory,
environmental or investigative body,
institution or authority (including
any anti-trust or merger control body)
or any court
"Group" in relation to any person, its subsidiaries,
subsidiary undertakings and holding
companies and the subsidiaries and
subsidiary undertakings of any such
holding company
"Implementation Agreement" the Implementation Agreement dated
13 October 2011 between Dominion and
Ophir
"IPO" initial public offering
"J.P. Morgan Cazenove" J.P. Morgan Limited, which conducts
its UK investment banking business
as J.P. Morgan Cazenove
"km" Kilometres
"Listing Rules" the Listing Rules of the UK Listing
Authority (as amended from time to
time), and contained in the UK Listing
Authority's publication of the same
name
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 31 March 2012 or such later date as
is agreed between Ophir and Dominion
"Mubadala" Mubadala Oil & Gas
"New Ophir Shares" the Ophir Shares proposed to be issued
as credited and fully paid to Scheme
Shareholders pursuant to the Scheme
"Offer" the proposed acquisition by Ophir
(or Ophir's wholly-owned subsidiary)
of the entire issued and to be issued
share capital in Dominion (other than
the Dominion Shares already held by
Ophir (if any)) which is to be effected
by means of a Scheme (or an Amalgamation
or Takeover Offer) and shall include
any new, increased, renewed or revised
offer made by or on behalf of Ophir
(or Ophir's wholly-owned subsidiary)
howsoever to be effected
"Official List" the Official List of the UK Listing
Authority
"Ophir" Ophir Energy plc
"Panel" the Panel on Takeovers and Mergers
"Pounds", "pence" and the lawful currency of the United
"GBP" Kingdom
"PSC" a production sharing contract, production
sharing agreement or any agreement
of a similar nature
"RBC Capital Markets" the trading name of RBC Europe Ltd
"Registrar of Companies" the Registrar of Companies of Bermuda
appointed under Section of 3 of the
Act or such other person as may be
performing his duties under the Act
"Regulatory Information an information service authorised
Service" from time to time by the FSA for the
purpose of disseminating regulatory
announcements
"Reorganisation Record the date and time at which the Court
Time" Order is delivered to the Registrar
of Companies for registration pursuant
to Section 99(3) of the Act
"Restricted Jurisdiction" any jurisdiction where local laws or
regulations may result in a significant risk
of civil, regulatory or criminal exposure if
information concerning the Offer is sent or
made available to Dominion Shareholders in
that jurisdiction
"SADR" the Saharawi Arab Democratic Republic
"Scheme Document" the documents to be despatched to
(amongst others) the Scheme Shareholders
setting out the full terms of the
Scheme
"Scheme" the proposed scheme of arrangement
under Section 99 of the Act between
Dominion and the Scheme Shareholders,
with or subject to any modification,
addition or condition approved or
imposed by the Court and agreed by
Dominion and Ophir, under which the
Offer is proposed to be implemented
"Scheme Shareholders" the holders of Scheme Shares
"Scheme Shares" i. the Shares in issue at the date
of the Scheme Document; ii. any
Shares issued after the date of
the Scheme Document but before the
Scheme Voting Record Time; and
iii. any Shares issued at or after
the Scheme Voting Record Time but
before the Reorganisation Record
Time in respect of which the
original or any subsequent holders
thereof are, or shall have agreed
in writing to be, bound by the
Scheme, in each case other than
any Shares beneficially owned by
Ophir or any subsidiary
undertaking of Ophir;
"Scheme Voting Record the time and date specified in the
Time" Scheme Document by reference to which
entitlement to vote on the Scheme
will be determined, expected to be
6.00 p.m. on the second day before
the Court Meeting or, if the Court
Meeting is adjourned, 6.00 p.m. on
the second day before the date of
such adjourned Court Meeting
"Securities Act" the US Securities Act of 1933, as
amended and the rules and regulations
promulgated thereunder
"SOCO" SOCO International plc
"Takeover Offer" a takeover offer to be made by Ophir
for the Dominion Shares if the Offer
is implemented by way of a contractual
takeover offer
"Takeover Offer Condition" a condition on market terms relating
to valid acceptances being received
in respect of not less than 90 per
cent. (or such lower percentage as
Ophir may decide) in nominal value
of the Dominion Shares to which the
Takeover Offer relates
"Takeover Offer Document" the document despatched to (amongst
others) the Dominion Shareholders
under which any Takeover Offer would
be made
"Tcf" trillion of cubic feet
"Third Party" a third party which is not acting
in concert with Ophir
"Third Party Transaction" any offer, possible offer, tender
offer, merger, acquisition, scheme
of arrangement, dual listed
company structure or proposal
from, or on behalf of, any Third
Party, whether or not subject to
any pre-conditions and howsoever
to be implemented, with a view to
such person, directly or
indirectly acquiring (in one
transaction or a series of
transactions): i. more than 50 per
cent. of the issued share capital
of Dominion; or ii. 50 per cent.
or more of the working interests
in each of the interests owned by
the Wider Dominion Group in the
Block 7, Block L-9 and Block L-15
"UK Listing Authority" the FSA acting in its capacity as
or "UKLA" the competent authority for listing
in the United Kingdom for the purposes
of Part VI of the Financial Services
and Markets Act 2000, as amended
"United Kingdom" or "UK" the United Kingdom of Great Britain
and Northern Ireland
"United States" or "US" the United States of America, its
territories and possessions, any State
of the United States of America and
the District of Columbia
"VAT" value added tax
"Wider Dominion Group" Dominion, its subsidiaries, subsidiary
undertakings and associated undertakings
and any other body corporate, partnership,
joint venture or person in which Dominion
and such undertakings (aggregating
their interests) have a direct or
indirect interest of 20 per cent.
or more of the voting or equity capital
or the equivalent
"Wider Ophir Group" Ophir, its subsidiaries, subsidiary
undertakings and associated undertakings
and any other body corporate, partnership,
joint venture or person in which Ophir
and such undertakings (aggregating
their interests) have a direct or
indirect interest of 20 per cent.
or more of the voting or equity capital
or the equivalent
This information is provided by RNS
The company news service from the London Stock Exchange
END
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