TIDMDPL
RNS Number : 6687W
Dominion Petroleum Limited
02 February 2012
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 2 February 2012
RECOMMENDED OFFER
for
Dominion Petroleum Limited ("Dominion")
by
Ophir Energy plc ("Ophir")
Consent of Minister of Energy in Kenya received
On 13 October 2011 the Boards of Dominion and Ophir announced
that they had reached agreement on the terms of a recommended offer
to be made by Ophir to acquire the entire issued and to be issued
share capital of Dominion (the "Acquisition"). As explained in such
announcement, it is intended that the Acquisition be implemented by
way of a scheme of arrangement between Dominion and its
shareholders under section 99 of the Companies Act 1981 of Bermuda
(the "Scheme"). On 12 December 2011, the Scheme was approved by the
requisite majority of the Dominion Shareholders.
On 12 January 2012, Dominion announced that the Court Hearing to
sanction the Scheme was to be adjourned until early February 2012
as government clearances (the "Regulatory Approvals") were still in
the process of being obtained.
Dominion is pleased to announce that the consent of the Minister
of Energy in Kenya has now been received and, as a result, the
Condition set out in paragraph 3 of Part A of Part 3 of the Scheme
Document has now been satisfied.
As soon as practicable after all of the Conditions relating to
the Regulatory Approvals have been satisfied or waived, a full
revised indicative timetable, including the new last date for
dealings in Dominion Shares and Depositary Interests and the new
Effective Date of the Scheme, will be announced to the market.
Capitalised terms in this announcement have the same meanings as
set out in the Scheme Document posted to Dominion Shareholders on
16 November 2011.
Enquiries
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 7996 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
Stephen McPherson
Pelham Bell Pottinger Limited (PR Adviser to Dominion) Tel: +44 (0) 20 7861 3112
Archie Berens
Merrill Lynch International ("BofA Merrill Lynch") is acting
exclusively for Dominion and no one else in connection with the
Acquisition or any other matter set out in this announcement or the
Scheme Document 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
Acquisition or in relation to the contents of this announcement,
the Scheme Document or any transaction or any other matters
referred to herein or therein.
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 the Scheme Document, 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 Acquisition or otherwise. Neither this announcement nor the
Scheme Document constitutes a prospectus or a prospectus equivalent
document.
This announcement and the Scheme Document have been prepared for
the purposes of complying with English law and Bermuda law and
information disclosed in them may not be the same as that which
would have been prepared in accordance with the laws of
jurisdictions outside England and Bermuda.
The release, publication or distribution of this announcement
and/or the Scheme Document in jurisdictions other than the United
Kingdom and Bermuda may be restricted by law or regulation and
therefore persons into whose possession this announcement and/or
the Scheme Document 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 disclaims 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 or Bermuda 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.
Notice to US holders of Dominion Shares
The New Ophir Shares 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, re-offered, resold or delivered, directly or
indirectly, in or into such jurisdictions except pursuant to
exemptions from the applicable registration requirements of such
jurisdictions. As such, 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) of that Act based on Court approval of
the Scheme. For the purpose of qualifying for this exemption from
the registration requirements of the Securities Act, Dominion will
advise the Court that its sanctioning of the Scheme will be relied
upon by Dominion and Ophir as an approval of the Scheme following a
hearing on its fairness to Dominion Shareholders at which hearing
all such shareholders are entitled to attend in person or through
counsel to support or oppose the sanctioning of the Scheme and with
respect to which notification has been given to all such
shareholders.
The New Ophir Shares have not been and will not be registered
with, recommended by or approved by the SEC or any other federal,
state or foreign securities commission or regulatory authority, nor
has any such commission or regulatory authority reviewed or passed
comment upon the accuracy or adequacy of this document. Any
representation to the contrary is a criminal offence.
US persons should note that the Scheme relates to shares of a
Bermuda company that is a "foreign private issuer" as defined in
Rule 3b--4 under the US Securities Exchange Act of 1934, as amended
(the "US Securities Exchange Act"), and the Scheme will be governed
by Bermuda law. Neither the proxy solicitation rules nor the tender
offer rules under the US Securities Exchange Act will apply to the
Scheme. Moreover, the Scheme will be subject to the disclosure
requirements and practices applicable in Bermuda to takeovers
implemented by scheme of arrangement, which differ from the
disclosure requirements under US securities laws. Financial
information in, or incorporated by reference into, this
announcement and/or the Scheme Document has been prepared in
accordance with accounting standards that may not be comparable to
the accounting standards applicable to financial statements of US
companies. None of the financial information in, or incorporated
into, this document has been audited in accordance with auditing
standards generally accepted in the United States or the auditing
standards of the Public Company Accounting Oversight Board (United
States).
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 US Securities Exchange Act.
Forward-Looking Statements
This announcement and the Scheme Document, including information
included or incorporated by reference in the Scheme Document, may
contain "forward looking statements" concerning the Wider Dominion
Group. Generally, the words "will", "may", "should", "continue",
"believes", "expects", "intends", "anticipates" or similar
expressions identify forward looking statements. The forward
looking statements involve risks and uncertainties that could cause
actual results to differ materially from those suggested by them.
Many of these risks and uncertainties relate to factors that are
beyond the companies' abilities to control or estimate precisely,
such as future market conditions and the behaviours of other market
participant. 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. The statements contained in this announcement
and/or the Scheme Document are made at the date of
release/publication (as the case may be). The Wider Dominion Group
does not assume any obligation to, and does not intend to, update
or revise publicly any of the forward looking statements set out
herein or therein, whether as a result of new information, future
events or otherwise, except as required pursuant to applicable law
including, without limitation, the Prospectus Rules and the
Disclosure and Transparency Rules.
Nothing in this announcement or the Scheme Document shall be
deemed to be a forecast, projection or estimate of the future
financial performance of the Wider Dominion Group, or of the
Combined Group, except where otherwise stated.
Publication on websites
A copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, for inspection on Dominion's website at
http://www.dominionpetroleum.com by no later than 12 noon on 17
January 2012.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCUUUBRUWAURRR
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