Salamander announces that, further to the announcement made today in respect of a definitive conditional Share Sale and Purchase Agreement entered into between Salamander and SONA Petroleum Berhard (“SONA”) to dispose of an effective 40% working interest in the Greater Bualuang Area located in the Gulf of Thailand for a cash consideration of US$280 million (subject to adjustments) (the “Transaction”), the Formal Sale Process announced by Salamander on 1 May 2014 has been concluded and as such, Salamander is no longer in an offer period for the purposes of the City Code on Takeovers and Mergers.
As stated in May, Salamander had been considering a divestment of certain assets and, as part of that process, received a number of preliminary and conditional expressions of interest in relation to an offer for the Group, resulting in the commencement of the Formal Sale Process.
Following a thorough process involving a wide range of parties, the Board of Salamander is unanimously of the opinion that at this time, a combination of the Transaction, resultant cash return and the continued development of the Group’s portfolio represents the best value for shareholders. Salamander is no longer actively engaged with any parties in relation to an offer for the Group.
Charles Jamieson, Chairman of Salamander, commented:
“The SONA transaction meets all of the criteria the Group were seeking in divesting of a minority stake in one of our key assets, as part of its strategy. The Board has carefully considered all of the proposals received under the previously announced Formal Sale Process and believes that this transaction represents the best outcome for shareholders and the wider Group. Focus will now shift to delivering the next phase of growth from both the existing asset base and the wider opportunity set in South East Asia.”
James Menzies, Chief Executive Officer
Geoff Callow, Head of Corporate Affairs
+ 44 (0)20 7432 2680
Goldman Sachs International
Andrew Fry, Managing Director
Nimesh Khiroya, Managing Director
+44 (0)20 7774 1000
+44 (0)20 7404 5959
Notes to Editors
Salamander is an independent upstream oil and gas exploration and production company listed on the main market of the London Stock Exchange (Ticker: SMDR). The Group has a balance of producing, development and exploration assets in Thailand, Indonesia and Malaysia.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Some of the statements in this announcement include forward-looking statements which reflect the Group's or, as applicable, the directors' of Salamander (the "Directors") current views with respect to financial performance, business strategy, plans and objectives of management for future operations (including development plans relating to the Group's exploration and production). These statements include forward-looking statements both with respect to the Group and the sectors and industries in which the Group operates. Statements which include the words "expects", "intends", "plans", "believes", "projects", "anticipates", "will", "targets", "aims", "may", "would", "could", "continue", their negative variations and similar statements of a future or forward-looking nature identify forward-looking statements for the purposes of the U.S. federal securities laws or otherwise. All forward-looking statements address matters that involve risks and uncertainties many of which are beyond the control of the Group. Accordingly, there are or will be important factors that could cause the Group's actual results to differ materially from those indicated in these statements. These factors include but are not limited to the following factors: declines in oil or gas prices; energy demand in South-East Asia; accuracy of the estimates of the Group's reserves and resources; the Group's ability to implement successfully any of its business strategies; the Group's ability to fund its future operations and capital needs through borrowing or otherwise; outcome of the exploration activities; increased operating costs; the Group's ability to obtain necessary regulatory approvals; competition in the markets where the Group operates; changes in tax rates; changes in accounting standards or practices; inflation and fluctuations in exchange rates; the impact of general business and global economic conditions; changes in political, economic, legal or social conditions in Thailand, Indonesia or Laos; changes in the policies of the governments of Thailand, Indonesia or Laos; and the Group's success in identifying other risks relating to its business and managing the risks relating to the aforementioned factors.
Any forward-looking statements in this announcement reflect the Group's or, as applicable, the Directors' current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Group's business, results of operations and growth strategy. Each forward-looking statement speaks only as of the date of this announcement. Subject to any obligations under applicable law, rules and regulations, neither Salamander nor the Directors undertakes any obligation to publicly update or review any forward-looking statement or other information contained in this announcement whether as a result of new information, future developments or otherwise. All subsequent written and oral forward-looking statements attributable to the Group or individuals acting on behalf of the Group are expressly qualified in their entirety by this paragraph.
Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Salamander and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Salamander for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in connection with the matters referred to in this announcement.