Ophir Energy : Result of Meetings

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 ANNOUNCEMENT CONTAINS INSIDE INFORMATION

25 March 2019

Recommended cash offer

for

Ophir Energy plc ('Ophir')

by

Medco Energi Global PTE Ltd ('Medco Global')

(a wholly-owned subsidiary of PT Medco Energi Internasional Pbk) ('Medco'))

Results of Shareholder Meetings

Ophir is pleased to announce that, at a Court Meeting and General Meeting of Ophir Shareholders held earlier today in connection with the recommended offer for Ophir by Medco Global for the entire issued and to be issued ordinary share capital of Ophir (other than any ordinary shares held by Ophir in treasury) (the 'Offer') to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006, all the resolutions proposed were duly passed.

At the Court Meeting, a majority in number of Scheme Shareholders, who voted (either in person or by proxy) and who together represented over 75 per cent. of the voting rights of Scheme Shareholders on Ophir's register of members at the Voting Record Time, voted in favour of the resolution to approve the Scheme (in the amended form produced to the Court Meeting to reflect the increased cash consideration payable to Scheme Shareholders of 57.5 pence for each Scheme Share held). The resolution was accordingly passed.

At the General Meeting, the Special Resolution to provide for the implementation of the Scheme, including the amendment to Ophir's articles of association, was also passed by the requisite majority.

Full details of the resolutions are set out in the notices of the Court Meeting and the General Meeting contained in the scheme document sent to Ophir Shareholders dated 1 March 2019.

COURT MEETING

The voting on the resolution to approve the Scheme (as amended) was taken on a poll and the results were as follows:

Number of Scheme Shareholders voting:

· For: 139 (75.14 per cent.)

· Against: 46 (24.86 per cent.)

Number of votes:

· For: 388,474,214 (89.61 per cent.)

· Against: 45,049,646 (10.39 per cent.)

Percentage of eligible Scheme Shares voted:

· For: 54.88 per cent.

· Against: 6.36 per cent.

GENERAL MEETING

The voting on the Special Resolution to approve the Scheme and provide for its implementation, including the amendment to Ophir's articles of association, was taken on a poll and the results were as follows:

Number of votes:

· For: 385,456,829 (89.50 per cent.)

· Against: 45,212,682 (10.50 per cent.)

· Withheld: 110,646

Completion of the Offer remains subject to the satisfaction or waiver of the other Conditions set out in the Scheme Document, including (but not limited to) the receipt of clearances from the relevant authorities in Tanzania, Ophir not losing all or substantially all of its Bualuang interests in Thailand (and no adverse regulatory action being taken in respect of such interests) as well as the Court sanctioning the Scheme at the Court hearing. It is expected that the Scheme will become effective in the first half of 2019.

Ophir will give adequate notice of the date and time of the Scheme Court Hearing, when known, by issuing an announcement through a Regulatory Information Service, such announcement being made available on Ophir's website at www.ophir-energy.com/information-re-possible-offer/.

A copy of the Special Resolution passed at the General Meeting has been submitted to the Financial Conduct Authority and will shortly be available for inspection on the National Storage Mechanism at www.morningstar.co.uk/uk/NSM/.

Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document dated 1 March 2019.

Enquiries

Ophir

Alan Booth / Tony Rouse / Dato Sandroshvili / Geoff Callow

+ 44 (0) 20 7811 2400

Morgan Stanley - Lead Financial Adviser and Corporate Broker to Ophir

Andrew Foster / Shirav Patel / Mutlu Guner Lambert Energy Advisory - Financial Adviser to Ophir Philip Lambert / David Anderson

[phone] [phone]

Investec - Corporate Broker to Ophir

Chris Sim / Jonathan Wolf

[phone]

Brunswick - Public Relations Adviser to Ophir

Patrick Handley

[phone]

About Ophir

Ophir is an independent upstream oil and gas exploration and production company. It is listed on the London Stock Exchange (LEI: 213800LAZOZTKPAV258).

The person responsible for arranging the release of this announcement on behalf of Ophir is Philip Laing, General Counsel & Company Secretary.

Important notices

Morgan Stanley & Co. International plc ('Morgan Stanley') which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK is acting as financial adviser exclusively for Ophir and no one else in connection with the matters set out in this announcement. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in connection with the contents of this announcement or any other matter referred to herein.

Lambert Energy Advisory Limited ('Lambert Energy Advisory'), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Ophir and no-one else in connection with the Offer and will not be responsible to anyone other than Ophir for providing the protections afforded to clients of Lambert Energy Advisory nor for providing advice in relation to the Offer or any other matters referred to in this announcement.

Investec Bank plc ('Investec') which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority is acting exclusively for Ophir and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Ophir for providing the protections afforded to clients of Investec nor for giving advice in relation to the subject matter of this announcement or any other matter or arrangement referred to in this announcement.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Scheme Document or any document by which the Offer is made which will contain the full terms and conditions of the Offer, including details of how to vote in respect of the Offer.

This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The Offer will be made solely pursuant to the terms of the Scheme Document (or, if applicable, the Takeover Offer Document), which contains (or, if applicable, will contain) the full terms and conditions of the Offer, including details of how to vote in respect of the Offer. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the Takeover Offer Document).

Overseas shareholders

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements.

Unless otherwise determined by Medco or Medco Global or required by the Takeover Code, and permitted by applicable law and regulation, theOffer shall be not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of theOffer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to theOffer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction.

Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction and, to the fullest extent permitted by applicable law, Ophir, Medco and Medco Global disclaim any responsibility or liability for the violation of such restrictions by any person.

The availability of theOffer to Ophir Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Disclosure requirements of the Takeover Code (the 'Code')

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Publication on website

A copy of this announcement will be made available on Ophir's website at www.ophir-energy.com/information-re-possible-offer/ by no later than 12 noon (London time) on the business day following the date of this announcement. For the avoidance of doubt, the contents of these wesbites are not incorporated into and do not form part of this announcement.