1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN This announcement is not a prospectus but an advertisement. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information in the prospectus to be published by Ophir Energy plc in connection with the admission of the ordinary shares in the capital of the Company (the Ordinary Shares ) to the premium segment of the Official List of the UK Listing Authority (the Official List ) and to trading on London Stock Exchange plc's main market for listed securities (the London Stock Exchange ). Copies of the prospectus will, following publication, be available from This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or any other jurisdiction. Ophir Energy plc ( Ophir or the Company ) Announcement of Intention to Float London, 9 June 2011: Ophir today announces its intention to seek admission of its Ordinary Shares to the Official List and to trading on the main market of the London Stock Exchange ( Admission ) by way of an initial public offer to institutional investors (the Global Offer ). The offer is expected to be completed with the listing taking place in July, subject to market conditions. Ophir is an independent oil and gas exploration company with a focus on Africa. Since its foundation in 2004, the Company has acquired an extensive portfolio of exploration interests and its current portfolio comprises 17 assets in eight jurisdictions in Africa. The majority of these interests lie offshore and are classified as deepwater. The Company has approximately 90,000km 2 of net exploration acreage (excluding those interests under option) and approximately 65,000km 2 of net deepwater acreage in Africa and is one of the top five holders of deepwater exploration acreage in Africa in terms of net acreage 1. The Company undertook two drilling campaigns in 2008 and 2010/2011 as Operator, drilling eight exploration wells (making five discoveries) - two gas discoveries in Equatorial Guinea and three gas discoveries in Tanzania. According to RPS Energy the Company has 189MMboe of net contingent resources and more than 4Bnboe of net unrisked prospective resources. The Company intends to pursue an active exploration and appraisal drilling campaign over next 18 months with 11 wells proposed to be drilled in four countries (in addition to the Kora-1 well in AGC). Following Admission it is anticipated that Ophir will be included in the FTSE UK Index Series, within the Oil & Gas Producers sector. Key points include: Ophir is the fifth largest holder of deepwater acreage in Africa with more than 900MMboe of net risked prospective resources (approximately 69 per cent gas and 31 per cent oil mix) and more than 4Bnboe of net unrisked prospective resources 2 Extensive portfolio of oil and gas exploration and appraisal interests with 17 assets in eight jurisdictions Majority of assets are offshore and according to IHS Inc., as at December 2010, the Company was the fifth largest holder of deepwater acreage in Africa 1 Directors believe the Company s portfolio is in an area of strategic importance to the global oil and gas industry and that this importance is reflected in the growing levels of competition to secure access to African oil and gas reserves
2 Ophir has a strong track record of success with five discoveries from eight wells drilled as Operator since November 2008 and 189MMboe of net contingent resources Since November 2008, Ophir has operated deepwater drilling campaigns across three jurisdictions in Africa, drilling eight wells with no significant health, safety or environmental incidents The Company has, to date, made five independent gas discoveries in Tanzania and Equatorial Guinea; however, Ophir s assets also have prospectivity for oil Ophir will undertake extensive exploration and appraisal drilling campaigns following Admission with plans to drill 11 wells in four countries over the next 18 months In the 18 months following Admission, the Company plans to drill 11 wells in four different countries which could target an unrisked prospective resource net to the Company of more than 1.5Bnboe (with a 61 per cent gas and 39 per cent oil mix) These 11 wells will be across 5 hydrocarbon exploration plays: three targeting oil, one targeting oil and gas and one targeting gas Prior to Admission Ophir also expects to commence drilling the Kora prospect in the Senegal Guinea Bissau Common Zone ( AGC ) which should reach its objective during July Ophir has a geographically and geologically diversified portfolio Ophir s portfolio of exploration and appraisal interests is diversified across different jurisdictions and geological settings and includes a mixture of play systems and risk profiles Geological diversity provides the Company with multiple chances of exploration success There are early indications that there could be sufficient volumes of gas present within both the Tanzanian and Equatorial Guinean assets to support commercial developments involving the liquefaction and export of natural gas Directors believe there remains a great deal of exploration and development potential within these assets and across the portfolio. The 2011/2012 drilling campaign contains a mix of gas appraisal wells and high impact oil and gas exploration wells Ophir retains control of oil and gas assets through operatorship and high equity interest The Company has a high level of equity interests and acts as Operator in most of its projects This gives the Company a degree of control over the quantum and timing of expenditure and the pace and direction of exploration activity This also allows the Company to offer meaningful equity stakes and provides flexibility to farmout to third parties while retaining a material equity interest and control - eg Blocks 1, 3 and 4 in Tanzania farmed out to BG International Limited ( BG ) in 2010 In addition to providing funding, BG have experience of LNG development and marketing which the Directors believe will add considerable value to the Tanzanian projects Ophir has a Senior Management team with a track record of strong geoscience expertise coupled with deepwater exploration and drilling success Extensive technical knowledge and geosciences expertise gained working for a diverse range of oil and gas companies, including Fusion Oil & Gas plc, BP p.l.c., Woodside Petroleum Ltd., BHP Petroleum, Hess Corporation, BG Group, Reliance Industries Limited, Salamander Energy plc and Santos Limited. The Company s Senior Management also have a strong understanding of the oil and gas industry in Africa The Company has to date drilled eight wells as Operator, has acquired numerous geophysical surveys and undertaken field work while maintaining an excellent health, safety and environmental record with no significant incidents Ophir has focussed on securing attractive commercialisation terms for its gas discoveries Offshore Tanzania, the Company is favourably positioned to develop its discoveries because it has already negotiated the fiscal terms of gas extraction and exclusivity for the development of any pipelines and LNG plants required for the commercialisation of Blocks 1, 3 and 4 Ophir is also in advanced negotiations with the Government of Equatorial Guinea regarding the incorporation of gas terms in the PSC and has signed a non-binding Memorandum of Understanding with the Government and other commercial parties for a proposed second LNG train on Bioko Island
3 Ophir has a proven track record of active portfolio management to optimise capital efficiency, access relevant skills and grow the portfolio The Company focuses on maximising the value of its portfolio and has a track record of active management in order to manage its balance sheet exposure, access relevant skills and to grow its portfolio Since 2010 the Company has entered into a series of farm out agreements, including those with BG, Rocksource ASA, FAR Limited ( FAR ) and Noble Energy Over the same period it has entered into two farm in arrangements in Madagascar and Tanzania with Wilton Petroleum and RAKGas, respectively, and has secured an option to farm in to three assets in Senegal with FAR Ophir has high quality stakeholder relationships The Company enjoys a depth of contacts and relationships with governments and oil and gas industry participants throughout Africa Ophir s intention is to become a leading independent African exploration and production company Create value through exploration and appraisal success and operational strengths Focus on commercialisation and monetisation of oil and gas discoveries Active asset portfolio management Position the Company as a partner of choice to maximise opportunities and value throughout the E&P lifecycle Reasons for the Offer and use of proceeds The Company proposes to raise US$ million which will be used primarily to fund the drilling of at least 11 wells over the next 18 months in four different countries. Ophir is being advised by Credit Suisse as Sponsor, Global Coordinator, Joint Bookrunner and Lead Manager with J.P. Morgan Cazenove as Joint Bookrunner and Lead Manager and RBC Capital Markets as Joint Bookrunner, with Oriel Securities Limited ( Oriel Securities ) and Standard Bank plc ( Standard Bank ) as syndicate members. Lexicon Partners is the financial advisor to the Company. Alan Stein, Executive Deputy Chairman & Founder of Ophir, said: Given the success enjoyed by the business and our unique pan-african acreage position and exciting 18 month drilling campaign, we feel that now is the right time to bring the Company to the public market in order to facilitate the next stage in Ophir s development. Ophir is the fifth largest holder of deepwater acreage in Africa, with a geographically and geologically diverse portfolio of assets estimated by RPS Energy to have more than 4Bnboe of net unrisked resources. Our strategy begins with using our geosciences expertise gained over many years working in Africa, to identify large resource opportunities which can deliver a significant uplift in value. It is our preference to retain control of exploration assets through Operatorship and high equity interests, which affords us flexibility to control pace and cost and to actively manage the portfolio with a view to managing financial risk, accelerate monetisation and to introduce relevant skills to the projects as required. Nick Cooper, Managing Director of Ophir, commented: I am very pleased to be joining Ophir ahead of its move to the London main board and as it prepares for an exciting, high impact exploration and appraisal campaign through 2011 and The team has delivered strong performance to date with five gas discoveries out of eight wells as Operator since November Ophir also has
4 a track record of securing attractive commercialisation terms for discoveries, as seen with our LNG plans offshore Tanzania where Ophir is partnered with BG Group. IPO proceeds will be used to fund extensive exploration and appraisal drilling campaigns over the next 18 months and portfolio expansion, with 11 wells in the period following admission targeting a net unrisked prospective resource greater than 1.5Bnboe across four countries. Notes: 1. According to IHS, one of the leading providers of oil and gas licensing data and intelligence (if the Company s interests in SADR are included). 2. Prospective resource numbers are taken from a mineral expert report prepared by RPS Energy (as at 31 March 2011); where gas resource numbers have been converted to oil equivalent numbers, this has been done using a factor of 6MMscf(gas): 1MMstb (oil). The mineral expert s report does not contain references to MMboe; the references to MMboe above have been calculated using this conversion rate on the underlying MER data for the gas contingent and prospective resources. Where net resource numbers have been given these have been calculated using mean contingent and prospective resource numbers and the Group s working interest assuming the exercise of any applicable government or other back-in rights but not the Group s entitlement to contractor revenues. - Ends - For further information regarding Ophir, please call: Ophir Energy plc c/- FD +44 (0) Nick Cooper Financial Dynamics (FD) +44 (0) Billy Clegg/Edward Westropp Credit-Suisse - Sponsor, Global Coordinator, Joint Bookrunner and Lead Manager James Janoskey/Sandra Waas/Robert Mayhew +44 (0) J.P. Morgan Cazenove - Joint Bookrunner and Lead Manager +44 (0) Jeremy Wilson/ Chris Nicholls/ Ben Davies RBC Capital Markets - Joint Bookrunner +44 (0) Jeremy Low/Matthew Coakes Oriel Securities Syndicate member Brendan Wilders Standard Bank Syndicate member Roger Brown +44 (0) (0) Lexicon Partners - Financial Advisor to the Company +44 (0) David Waring Executive Management Alan Stein BSc (Hons), PhD - aged 46 - Executive Deputy Chairman & Founder Dr Stein began his career in the UK as a geologist with oil consultants Dolan & Associates where he worked on projects in Europe, Australia and the Far East. In 1992, he established Dolan & Associates first international office in Australia and in 1994 was one of the founding partners of the
5 IKODA consultancy group which had offices in London and Perth. In 1996 he was one of the founding directors of FIL Limited which acquired interests in offshore Mauritania. These interests were sold to Fusion Oil & Gas plc ( Fusion ) and Dr Stein was appointed managing director of Fusion in Dr Stein resigned from Fusion following its sale in December 2003 and in early 2004 was one of the founding directors of Ophir. Dr Stein is a non-executive chairman of Neon Energy Limited, an ASXlisted petroleum exploration and production company headquartered in Perth, Australia. Nick Cooper BSc (Hons), MBA, PhD - aged 43 - Managing Director Dr. Cooper began his career as a geophysicist with BG and Amoco in the UK and various international locations. He then spent two years with the energy team at Booz-Allen & Hamilton, advising on upstream and gas development projects. In 1999, Dr. Cooper completed an MBA at INSEAD and went on to join the oil and gas team at Goldman Sachs where he held the position of Vice President. In early 2005 he co-founded and became CFO of Salamander Energy plc, the Asiafocussed exploration and production company, which has grown from start-up to FTSE250 constituent. Dr. Cooper joined the Company in early June Jonathan Taylor BSc (Hons), MSc - aged 46 - Executive Director & Founder Mr Taylor has over 20 years of experience in a range of technical and asset management roles in Africa, Europe, the Far East and the Middle East, for Amerada Hess Ltd, Clyde Petroleum plc and Gulf Canada Resources Ltd. Mr Taylor was appointed Exploration Director of Fusion in November 1998, resigning in March In early 2004, Mr Taylor was one of the founding directors of Ophir, serving initially as its Technical Director. Mr Taylor is a member of the HSE Committee. B. Yvonne Holm BA, MA - aged 45 - Chief Financial Officer Ms Holm started her career as a Business Analyst in the Finance Division of Wintershall AG, Germany s largest international oil & gas company, handling international Acquisitions & Divestments ( A&D ) asset deals and later as a Senior Project Manager managed various international corporate acquisition projects. After nine years at Wintershall, she left to join Amerada Hess Ltd as Senior Commercial Advisor in London and in 2007 took up a position with Mittal as General Manager Business Development focussing on the oil and gas sector. Ms Holm is an active member of the Association of International Petroleum Negotiators ( AIPN ) and served on the AIPN Board from 2004 to Ms Holm attended UCLA, Albert Ludwigs University in Freiburg and Georgetown University, Washington DC and holds a dual master s degree in Economics and Cultural Studies. Details of the non-executive directors will be announced in due course. The Company intends to comply with the UK Corporate Governance Code shortly after Admission. DISCLAIMERS The contents of this announcement, which has been prepared by and is the sole responsibility of Ophir Energy plc, have been approved by Credit Suisse Securities (Europe) Limited ( Credit Suisse ), One Cabot Square, London E14 4QJ solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 ( FSMA ). This announcement is an advertisement and not a prospectus and investors should not purchase or subscribe for any Ordinary Shares referred to in this announcement except on the basis of information in the prospectus to be published by the Company in due course in connection with the admission of the Ordinary Shares to the premium listing segment of the Official List and to trading on London Stock Exchange plc's main market for listed securities. This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
6 This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, Ordinary Shares to any person in the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Ordinary Shares referred to herein have not been, and may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act of 1933 (the US Securities Act ). The offer and sale of Ordinary Shares referred to herein has not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the Ordinary Shares in the United States, Australia, Canada or Japan. Subject to certain exceptions, the Ordinary Shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. This announcement may include statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control and all of which are based on the directors current beliefs and expectations about future events. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms believes, estimates, plans, projects, anticipates, expects, intends, may, will or should or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. Any forwardlooking statements reflect the Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth, strategies and the digital media business. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing Ophir Energy plc. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. Each of Ophir Energy plc, Credit Suisse, J.P. Morgan Cazenove, RBC Capital Markets, Oriel Securities, Standard Bank and Lexicon Partners Limited and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise, unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure and Transparency Rules of the Financial Services Authority. Any purchase or subscription of Ordinary Shares in the proposed Global Offer should be made solely on the basis of the information contained in the final prospectus to be issued by the Company in connection with the Global Offer. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. The Global Offer timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on Ophir Energy plc s intentions in relation to Admission at this stage. Acquiring Ordinary Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Global Offer. The value of Ordinary Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Global Offer for the person concerned. Past performance cannot be relied upon as a guide to future performance. Credit Suisse, J.P. Morgan Cazenove, RBC Capital Markets, Oriel Securities, Standard Bank and Lexicon Partners Limited, each of which is authorised and regulated in the United Kingdom by the
7 FSA, are acting exclusively for Ophir Energy plc and no-one else in connection with the Global Offer. They will not regard any other person as their respective clients in relation to the Global Offer and will not be responsible to anyone other than Ophir Energy plc for providing the protections afforded to their respective clients, nor for providing advice in relation to the Global Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein. In connection with the Global Offer, Credit Suisse, J.P. Morgan Cazenove, RBC Capital Markets, Oriel Securities, Standard Bank and Lexicon Partners Limited and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Global Offer or otherwise. Accordingly, references in the prospectus, once published, to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Credit Suisse, J.P. Morgan Cazenove, RBC Capital Markets, Oriel Securities, Standard Bank and Lexicon Partners Limited and any of their affiliates acting as investors for their own accounts. Credit Suisse, J.P. Morgan Cazenove, RBC Capital Markets, Oriel Securities, Standard Bank and Lexicon Partners Limited do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. None of Credit Suisse, J.P. Morgan Cazenove, RBC Capital Markets, Oriel Securities, Standard Bank and Lexicon Partners Limited or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. In connection with the Global Offer, Credit Suisse, as stabilisation manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Ordinary Shares or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. Credit Suisse is not required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Ordinary Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on Credit Suisse or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the offer price. Save as required by law or regulation, neither Credit Suisse nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Global Offer. In connection with the Global Offer, Credit Suisse, as stabilisation manager, may, for stabilisation purposes, over-allot Ordinary Shares up to a maximum of 15 per cent. of the total number of Ordinary Shares comprised in the Global Offer. For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Ordinary Shares effected by it during the stabilisation period, Credit Suisse will be granted an option (the Over-allotment Option ) pursuant to which Credit Suisse may acquire additional Ordinary Shares up to a maximum of 15 per cent. of the total number of Ordinary Shares comprised in the Global Offer (the Over-allotment Shares ) at the offer price. The Over-allotment Option will be exercisable in whole or in part, upon notice by Credit Suisse, for 30 calendar days after the commencement of conditional trading of the Ordinary Shares on the London Stock Exchange. Any Over-allotment Shares sold by Credit Suisse will be sold on the same terms and conditions as the Ordinary Shares being sold or issued in the Global Offer and will form a single class for all purposes with the other Ordinary Shares. Save as required by law or regulation, neither Credit Suisse nor any of its agents intends to disclose the extent of any overallotments made and/or stabilisation transactions conducted in relation to the Global Offer.
8 Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given. J.P. Morgan Cazenove is a marketing name used by J.P. Morgan Securities Ltd. RBC Capital Markets is a marketing name used by Royal Bank of Canada Europe Limited.