Ophir Energy : Possible Offer for 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

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE 'CODE') AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PUBLIC OFFERING OR A TENDER OFFER IN INDONESIA UNDER THE LAWS AND REGULATIONS OF INDONESIA

For immediate release

11 January 2019

Possible Offer for Ophir Energy plc

Statement regarding thepotential acquisition of Ophir Energy plc ('Ophir') by Medco Energi Global PTE Ltd ('Medco Global') (a wholly-owned subsidiary of PT Medco Energi Internasional Tbk ('Medco')).

Further to the joint announcement by Ophir and Medco on 31 December 2018 regarding a possible offer by Medco Global for Ophir's entire issued and to be issued share capital (the 'Possible Offer'), Medco confirms that while discussions with Ophir are continuing, an agreement on a recommended offer has yet to be concluded.

In the light of market developments and recent news related to Ophir, Medco has written to the Board of Ophir today indicating that, should an offer be forthcoming, shareholders of Ophir would be entitled to receive:

for each Ophir ordinary share: 48.50 pence in cash

Any such offer would represent a premium of approximately:

· 46.1 per cent. to the closing price of 33.20 pence per ordinary share in Ophir ('Ophir Share') on 28 December 2018 (being the last Business Day before the announcement of Medco Global's possible offer for Ophir); and

· 42.1 per cent. to the one-month volume weighted average price of 34.13 pence per Ophir Share to 28 December 2018; and

· 26.4 per cent. to the three-month volume weighted average share price of 38.38 pence per Ophir Share to 28 December 2018.

If an offer were to be made it would be conditional inter alia on certain regulatory and/or antitrust conditions relating to certain host countries and other customary conditions.

This announcement does not amount to a firm intention to make an offer under Rule 2.7 of the Code and there can be no certainty that any offer will be made.

A further announcement will be made as and when appropriate.

As previously stated, in accordance with Rule 2.6(a) of the Code, Medco Global must, by no later than 5.00 pm GMT on 28 January 2019 (the 'Deadline') either announce a firm intention to make an offer for Ophir under Rule 2.7 of the Code or announce that it does not intend to make an offer for Ophir, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. The Deadline will not apply in circumstances where either: (a) it has been extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code; or (b) Rule 2.6(b) of the Code applies, by virtue of a firm intention to make an offer for Ophir having been announced by another offeror prior to the Deadline.

Medco Global reserves the right to make an offer for Ophir on less favourable terms (a) at any time with the agreement or recommendation of the Ophir Board, (b) if a third party announces a firm intention to make an offer for Ophir on less favourable terms, (c) following the announcement by Ophir of a whitewash transaction pursuant to the Code which implies a lower value for Ophir Shares or (d) which is reduced by the amount of any dividend (or other distribution) that is declared, made or paid, or becomes payable, by Ophir. Subject to the consent of the Takeover Panel having been obtained (where required) and/or with agreement or recommendation of the Board of Ophir, Medco Global further reserves the right to introduce other forms of consideration and/or to vary the composition of the consideration referred to above.

Enquiries

Medco and Medco Global

Investor Relations Myrta Sri Utami	[phone]
Andhika Suryadharma	[phone]

Standard Chartered Bank - Financial Adviser to Medco and Medco Global

Tom Willett / Kamal Khullar / Karan Soni MannyChohhan / Alessandro Ceresa / James McKay [phone] [phone]
Tulchan Communications - Public Relations Adviser to Medco and Medco Global Martin Robinson / Martin Pengelley / Harry Cameron Angela Campbell-Noë / Chong Yap Tok [phone] [phone] / [phone] [e-mail]

About Medco:

Medco is a leading Southeast Asian energy and natural resources company listed on the Indonesia Stock Exchange with a market capitalisation of approximately USD 1,000 million, operating across three key business segments being Oil & Gas, Power and Mining.

In Oil & Gas, Medco has significant experience in managing complex and mature onshore and offshore assets and moving discovered and challenged resources to production, including LNG. Medco's oil and gas assets are based primarily in Indonesia but it is focussed on expanding its Southeast Asia presence and adding to its existing international assets in the Middle East and North Africa.

Medco also operates gas, geothermal and hydro power plants in Indonesia through its 88% consolidated interest in Medco Power (12% held by the International Finance Corporation) and has a non-consolidated interest in a large Indonesian copper and gold mining company.

About Medco Global

Medco Global is a wholly-owned Singaporean affiliate of Medco which currently holds the international Oil & Gas assets of Medco.

Financial adviser

Standard Chartered Bank which is (i) authorised in the United Kingdom by the Prudential Regulation Authority, and (ii) regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting for Medco Global and Medco and for no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Medco Global and Medco for providing the protections afforded to clients of Standard Chartered Bank nor for providing advice in relation to the matters set out in this announcement.

Website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on Medco's website at www.medcoenergi.com. The content of this website is not incorporated into, and does not form part of, this announcement.