THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT SUBSCRIBE FOR ANY OPHIR ENERGY PLC SHARES IN CONNECTION WITH THE OFFER EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS WHICH IS PROPOSED TO BE PUBLISHED BY OPHIR ENERGY PLC IN DUE COURSE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

24 November 2014

RECOMMENDED ACQUISITION

of

SALAMANDER ENERGY PLC

by

OPHIR ENERGY PLC

Summary

·    The boards of directors of Ophir and Salamander are pleased to announce that they have reached agreement on the terms of a recommended acquisition to be made by Ophir Energy plc and/or a wholly-owned subsidiary of Ophir Energy plc for the entire issued and to be issued share capital of Salamander.

·    It is intended that the Transaction will be implemented by means of a Court-sanctioned scheme of arrangement of Salamander under Part 26 of the Companies Act 2006 (although Ophir reserves the right to effect the Transaction by way of a takeover offer).

·    Under the terms of the Transaction, Salamander Shareholders will be entitled to receive:

·    On the basis of the Closing Price of 202.7 pence per Ophir Share on 24 October 2014 (being the last Business Day prior to the date of the announcement by Salamander on 27 October 2014 that commenced the Offer Period) the Transaction represents an indicative value for each Salamander Share of 115.9 pence per share, values the entire issued and to be issued share capital of Salamander at approximately £314 million and represents an indicative premium of approximately:

o 44.5 per cent. to the Closing Price of 80.3 pence per Salamander Share on 24 October 2014 (being the last Business Day prior to the commencement of the Offer Period); and

o 31.6 per cent. to the volume weighted average Closing Price of 88.1 pence per Salamander Share for the one month period between 25 September 2014 and 24 October 2014 (being the last Business Day prior to the commencement of the Offer Period).

·    Following completion of the Transaction, Salamander Shareholders will own approximately 20.9 per cent. of Ophir (based on the issued ordinary share capital of Ophir and the issued ordinary share capital of Salamander as at the last Business Day prior to the date of this announcement and assuming the exercise of all outstanding options under the Salamander Share Schemes).

·    The board of directors of Ophir and Salamander believe there is compelling strategic logic for a combination of the two businesses that would substantially benefit the shareholders of both companies. The combined business would have a strong balance sheet, enhanced operating capability in both Africa and South East Asia, and deep expertise across key technical and commercial functions. The combined business has the opportunity to generate immediate operating synergies across the combined portfolios and, leveraging Ophir's exploration track record and financial strength and Salamander's established Asian operating platform, would be well-positioned to accelerate exploration activity in Salamander's licences in offshore Thailand, and in Ophir's recently acquired acreage in Myanmar and Indonesia, while continuing to pursue the significant opportunity set in South East Asia. The combination would provide shareholders with exposure to 21 production, development and exploration blocks in South East Asia, as well as to Ophir's extensive footprint in Africa.

·    Ophir, as enlarged by the combination with Salamander, will benefit from diversified funding sources which will significantly enhance the long-term sustainability of the combined business. Salamander's current production base is highly cash generative and, as anticipated production grows over the coming years, Ophir plans to use its strong balance sheet position to enhance the cash flow returns from the underlying assets. This cash flow can be reinvested in Ophir's proven business model, namely that of exploration/appraisal and continued monetisation of exploration/appraisal success. 

·    It is a condition of the Transaction that the agreement between Salamander and SONA to dispose of an effective 40 per cent. working interest in the B8/38 concession containing the Bualuang oil field and the surrounding G4/50 concession, both located in the Gulf of Thailand, is terminated.

·    It is intended that one non-executive Director of Salamander will join the board of Directors of Ophir as a non-executive Director with effect from the completion of the Transaction.

·    Ophir is a FTSE 250 upstream oil and gas exploration company which is listed on the London Stock Exchange. Ophir is incorporated in England and Wales with headquarters in London (England) and operational offices in Perth (Australia), Dar es Salaam and Mtwara (Tanzania), Malabo (Equatorial Guinea), Libreville (Gabon) and Nairobi (Kenya).  Ophir has one of the largest deep water acreage positions across East and West Africa and has recently agreed to acquire assets in Myanmar and Indonesia.

·    Salamander, which is listed on the London Stock Exchange and is headquartered in London, is a South East Asian-focused independent exploration and production company with a number of operated licences in Thailand, Indonesia and Malaysia. The Salamander Group's strategy has been to build a portfolio of hub positions in South East Asia, each of which with an operated anchor asset to which value can be added (either through development or commercialisation) and with low risk exploration potential nearby, as well as opportunities to further build the position through business development in the same geological basin.

·    The Transaction will be put to Salamander Shareholders at the Court Meeting and at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the Salamander Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Salamander Shares voted. In addition, a special resolution implementing the Scheme and approving the related Capital Reduction must be approved by Salamander Shareholders representing at least 75 per cent. of votes cast at the General Meeting.

·    The Salamander Directors, who have been so advised by Macquarie Capital (Europe) Limited, consider the terms of the Transaction to be fair and reasonable. In providing its advice to the Salamander Directors, Macquarie Capital (Europe) Limited has taken into account the commercial assessments of the Salamander Directors.

·    Accordingly, the Salamander Directors intend to recommend unanimously that Salamander Shareholders vote in favour of the resolutions relating to the Transaction at the Meetings (or in the event that the Transaction is implemented by takeover offer, that Salamander Shareholders accept or procure acceptance of such offer) and vote against any SONA Disposal Shareholder Approval Resolution, as the Salamander Directors have irrevocably undertaken to do in respect of 5,244,831 Salamander Shares (representing, in aggregate, approximately 2.02 per cent. of the existing issued share capital of Salamander).

·    Ophir has also received irrevocable undertakings from SailingStone Capital Partners LLC and Artemis Investment Management LLP and letters of intent from T. Rowe Price Associates, Inc. and T. Rowe Price International Ltd to vote in favour of any resolutions relating to the Transaction at the Meetings (or, in the event that the Transaction is implemented by takeover offer, to accept or procure acceptance of that offer) and to vote against any SONA Disposal Shareholder Approval Resolution in respect of a further 67,033,231 Salamander Shares (representing, in aggregate, approximately 25.9 per cent. of the existing issued share capital of Salamander).

·    As a "Class 1" Transaction for Ophir under the Listing Rules, the Transaction is also conditional on the approval of the Ophir Shareholders by way of an ordinary resolution. The Ophir Shareholder Circular containing information about the Combined Group, as well as details of the Transaction and the notice of the Ophir General Meeting, and the related Prospectus will be published in due course.

·    The Scheme Document, containing further information about the Transaction and notices of the Court Meeting and General Meeting, together with the Forms of Proxy, will be posted to Salamander Shareholders and (for information only) participants in the Salamander Share Schemes as soon as practicable. An expected timetable of principal events will be included in the Scheme Document. It is currently expected that the Transaction will become effective before 31 March 2015.

·    Commenting on the Transaction, Nicholas Smith, Non-executive Chairman of Ophir said:

"Combining Ophir and Salamander will create a balanced African and South East Asian operating platform, designed to deliver Ophir's exploration-led strategy across both regions. We see many value creating opportunities in both Africa and South East Asia that can be swiftly accessed by leveraging Ophir's exploration expertise with Salamander's operational strength. Furthermore, Salamander's anticipated growing production will allow Ophir to diversify its funding sources, and to continue to monetise assets for the benefit of shareholders."

·    Commenting on the Transaction, Charles Jamieson, Non-executive Chairman of Salamander said:

"We are pleased to announce a recommended transaction with Ophir. The Board of Salamander unanimously believes that the Ophir offer represents an attractive opportunity to participate in an enlarged African-Asian E&P company with a strong balance sheet and enhanced operating capability, and at a premium to the market value of Salamander prior to the start of the Offer Period.  In addition, given the all-share nature of the Transaction, Salamander Shareholders will continue to have exposure to future upside in the Salamander Group's portfolio including the G4/50 exploration licence and incremental upside opportunities to commercialise additional gas resources in the Greater Kerendan area.

On behalf of the Board, I would like to take this opportunity to thank our employees, staff and partners whose hard work and dedication have helped build Salamander over the past nine years into a substantial, full-cycle E&P company with an exciting portfolio of licences across four countries."

Enquiries

This summary should be read in conjunction with the following announcement and the Appendices.

The Transaction will be subject to the conditions and certain further terms set out in Appendix 1 and to the full terms and conditions to be set out in the Scheme Document.  The bases and sources for certain financial information contained in this announcement are set out in Appendix 2. Details of irrevocable undertakings and letters of intent received by Ophir are set out in Appendix 3. Certain definitions and terms used in this announcement are set out in Appendix 4.

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 Transaction and the other 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 relation to the Transaction or in connection with the other matters referred to in this announcement.

Jefferies Hoare Govett, a division of Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Salamander and no one else in connection with the Transaction and the other matters referred to in this announcement, and will not be responsible to anyone other than Salamander for providing the protections afforded to clients of Jefferies, nor for providing advice in relation to the Transaction or in connection with the other matters referred to in this announcement.

Macquarie Capital (Europe) Limited, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Salamander and no one else in connection with the Transaction and the other matters referred to in this announcement, and will not be responsible to anyone other than Salamander for providing the protections afforded to clients of Macquarie Capital (Europe) Limited or for providing advice in relation to the Transaction or in connection with the other matters referred to in this announcement.

Credit Suisse Securities (Europe) Limited, which is authorised and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively as financial adviser to Ophir and no one else in connection with the matters described in this announcement, and will not be responsible for anyone other than Ophir for providing the protections afforded to clients of Credit Suisse Securities (Europe) Limited  nor for providing advice in relation to the matters referred to in this announcement. Neither Credit Suisse Securities (Europe) Limited nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse Securities (Europe) Limited in connection with this announcement, any statement contained herein or otherwise.

Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively as financial adviser to Ophir and no one else in connection with the matters described in this announcement, and will not be responsible for anyone other than Ophir for providing the protections afforded to clients of Morgan Stanley nor for providing advice in relation to the matters referred to in this announcement. Neither Morgan Stanley nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Morgan Stanley in connection with this announcement, any statement contained herein or otherwise. 

RBC Europe Limited, which is authorised in the United Kingdom by the Prudential Regulation Authority and authorised and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as financial adviser to Ophir and no one else in connection with the matters described in this announcement, and will not be responsible for anyone other than Ophir for providing the protections afforded to clients of RBC Europe Limited nor for providing advice in relation to the matters referred to in this announcement. Neither RBC Europe Limited nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of RBC Europe Limited in connection with this announcement, any statement contained herein or otherwise.

Further information

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation, 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 Transaction or otherwise.  The Transaction will be effected solely through the Scheme Document, which will contain the full terms and conditions of the Transaction, including details of how to vote in respect of the Transaction.  Salamander and Ophir urge Salamander Shareholders to read the Scheme Document and the Prospectus to be issued by Ophir in connection with the New Ophir Shares when they become available because they will contain important information relating to the Transaction and the New Ophir Shares, respectively. Any vote or other action in respect of the Transaction should be made only on the basis of the information in the Scheme Document and the Prospectus.

The New Ophir Shares are not being offered to the public by means of this announcement. This announcement does not constitute a prospectus or prospectus equivalent document.

Ophir reserves the right to elect to implement the acquisition of the entire issued and to be issued ordinary share capital of Salamander by way of a takeover offer (as such term is defined in section 974 of the 2006 Act).  In such event, the takeover offer will be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments, including (without limitation), and if agreed with the Takeover Panel, the inclusion of an acceptance condition set at 90 per cent. of the shares to which such offer relates or such lesser percentage, being more than 50 per cent., as Ophir may decide).

The Transaction shall be subject to the applicable requirements of the Takeover Code, the Takeover Panel, the London Stock Exchange and the Financial Conduct Authority.

Non-UK Shareholders

This announcement has been prepared in accordance with English law, the Takeover Code and the Disclosure Rules and Transparency Rules and the information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

Copies of this announcement and any formal documentation relating to the Transaction 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 and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction.  If the Transaction is implemented by way of a takeover offer (unless otherwise determined by Ophir and permitted by applicable law and regulation), the offer may not be made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, electronic mail, fax transmission, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national state or securities exchange of any Restricted Jurisdiction and the offer may not be capable of acceptance by any such use, means, instrumentality or facility.

Notice to US Investors in Salamander

The New Ophir Shares to be issued pursuant to the Transaction have not been, and will not be, registered under the US Securities Act of 1933 (the "US Securities Act") or under any laws of any state or other jurisdiction, of the United States, but are expected to be offered in the United States in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) thereof. Salamander Shareholders (whether or not US Persons) who are or will be affiliates (within the meaning of the US Securities Act) of Salamander or Ophir prior to, or of Ophir after, the Effective Date will be subject to certain US transfer restrictions relating to the New Ophir Shares received pursuant to the Scheme.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the New Ophir Shares, or determined if this announcement is accurate or complete.  Any representation to the contrary is a criminal offence.

The Transaction relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934 (the "US Exchange Act"). Accordingly, the Transaction is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from disclosure requirements in the US proxy solicitation and tender offer rules.  If, in the future, Ophir exercises its right to implement the Transaction by way of a takeover offer, which is to be made into the United States, such takeover offer will be made, to the extent applicable, in compliance with the applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by Ophir and no one else. In addition to any such takeover offer, Ophir, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Salamander outside such takeover offer during the period in which such takeover offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside the United States and would comply with applicable law, including the US Exchange Act. If required, any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service of the UKLA and will be available on the London Stock Exchange website: www.londonstockexchange.com.

The financial information included in this announcement has been prepared in accordance with accounting standards applicable in the UK and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Notice to Investors in other jurisdictions

No clearances have been, nor will they be, obtained from the securities commission or similar authority of any province or territory of Canada and no prospectus has been, or will be, filed, or registration made, under any securities law of any province or territory of Canada, nor has a prospectus in relation to the New Ophir Shares been, nor will one be, lodged with, or registered by, the Australian Securities and Investments Commission, nor have any steps been taken, nor will any steps be taken, to enable the New Ophir Shares to be offered in compliance with applicable securities laws of Japan and no regulatory clearances in respect of the New Ophir Shares have been, or will be, applied for in any other jurisdiction. 

Accordingly, unless an exemption under relevant securities laws is available, the New Ophir Shares are not being, and may not be, offered, sold, resold, delivered or distributed, directly or indirectly, in, into or from any Restricted Jurisdiction or to, or for the account or benefit of, any resident of any Restricted Jurisdiction.

Forward looking statements

This announcement, including information included or incorporated by reference in this announcement, may contain certain "forward looking statements" regarding the financial position, business strategy or plans for future operations of the Ophir Group and the Salamander Group.  All statements other than statements of historical fact included in any document may be forward looking statements.  Forward looking statements also often use words such as "believe", "expect", "estimate",  "intend", "anticipate" and words of a similar meaning.  Statements relating to reserves are deemed to be forward looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described can be profitably produced in the future.  By their nature, forward looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them.  Much of the risk and uncertainty relates to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement.  Neither the Ophir Group nor the Salamander Group, nor any of their respective associates or directors, officers, employees, managers, agents, representatives, partners, members, consultants or advisers: (i) provide any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements will actually occur; nor (ii) assume any obligation to, and do not intend to, revise or update these forward looking statements, except as required pursuant to applicable law.

No profit forecast

No statement in this announcement is intended as a profit forecast or a profit estimate, and no statement in this announcement should be interpreted to mean that the future earnings per Ophir Share or Salamander Share for current or future financial years will necessarily match or exceed the historical or published earnings per Ophir Share or Salamander Share.

BOE presentation

References herein to "boe" mean barrels of oil equivalent derived by converting gas to oil in the ratio of 6,000 scf of gas to one bbl of oil. This is with the exception of the Greater Kerendan field, where "boe" mean barrels of oil equivalent derived by converting gas to oil in the ratio of between 5,500 scf of gas to one bbl of oil. Boe may be misleading, particularly if used in isolation. The boe conversion ratios are based on an energy conversion method primarily applicable at the burner tip and do not represent a value equivalency at the wellhead.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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 Takeover Code, any person who is, or becomes, interested in 1 per cent. 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 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.  You should contact the Takeover Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on Website

This announcement and the documents required to be published pursuant to Rule 26.1 of the Takeover Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Ophir's website at www.ophir-energy.com and Salamander's website at www.salamander-energy.com by no later than 12 noon on 25 November 2014.

Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks it is incorporated into, or forms part of, this announcement.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT SUBSCRIBE FOR ANY OPHIR ENERGY PLC SHARES IN CONNECTION WITH THE OFFER EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS WHICH IS PROPOSED TO BE PUBLISHED BY OPHIR ENERGY PLC IN DUE COURSE

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

24 November 2014

RECOMMENDED ACQUISITION

of

SALAMANDER ENERGY PLC

by

OPHIR ENERGY PLC

1.         Introduction

The boards of directors of Ophir and Salamander are pleased to announce that they have reached agreement on the terms of a recommended acquisition to be made by Ophir Energy plc and/or a wholly-owned subsidiary of Ophir Energy plc for the entire issued and to be issued share capital of Salamander.

It is intended that the Transaction will be implemented by means of a Court-sanctioned scheme of arrangement of Salamander under Part 26 of the 2006 Act (although Ophir reserves the right to effect the Transaction by way of a takeover offer).  The Conditions to the Transaction are set out in full in Appendix 1 to this announcement.

2.         The Transaction

The Transaction will be on the terms and subject to the conditions set out below, in Appendix 1 and the Scheme Document. Under the terms of the Transaction, Salamander Shareholders will be entitled to receive:

On the basis of the Closing Price of 202.7 pence per Ophir Share on 24 October 2014 (being the last Business Day prior to the date of the announcement by Salamander on 27 October 2014 that commenced the Offer Period) the Transaction represents an indicative value for each Salamander Share of 115.9 pence per share, values the entire issued and to be issued share capital of Salamander at approximately £314 million and represents an indicative premium of approximately:

·     44.5 per cent. to the Closing Price of 80.3 pence per Salamander Share on 24 October 2014 (being the last Business Day prior to the date of the commencement of the Offer Period); and

·     31.6 per cent. to the volume weighted average Closing Price of 88.1 pence per Salamander Share for the one month period between 25 September 2014 and 24 October 2014 (being the last Business Day prior to the date of the commencement of the Offer Period).

On the basis of the Closing Price of 170.0 pence per Ophir Share on 21 November 2014 (being the last Business Day prior to the date of this announcement) the Transaction represents an indicative premium of approximately 21.2 per cent. to the Closing Price of 80.3 pence per Salamander Share on 24 October 2014 (being the last Business Day prior to the commencement of the Offer Period).

Following completion of the Transaction, Salamander Shareholders will own approximately 20.9 per cent. of Ophir (based on the issued ordinary share capital of Ophir and the issued ordinary share capital of Salamander as at the last Business Day prior to the date of this announcement and assuming the exercise of all outstanding options under the Salamander Share Schemes).

3.         Background to and reasons for the Transaction

Ophir believes that there is compelling strategic logic for a combination of the two businesses that would substantially benefit the shareholders of both companies. The combined business would have a strong balance sheet, enhanced operating capability in both Africa and South East Asia, and deep expertise across key technical and commercial functions. The combined business has the opportunity to generate immediate operating synergies across the combined portfolios and, leveraging Ophir's exploration track record and financial strength and Salamander's established Asian operating platform, would be well-positioned to accelerate exploration activity in Salamander's licences in offshore Thailand, and in Ophir's recently acquired acreage in Myanmar and Indonesia, while continuing to pursue the significant opportunity set in South East Asia. The combination would provide shareholders with exposure to 21 production, development and exploration blocks in South East Asia, as well as to Ophir's extensive footprint in Africa.

Platform for Accelerated Growth

Entry into South East Asia has been identified as a strategic priority by Ophir. In conjunction with the recently announced transaction with Niko Resources and previously awarded exploration acreage offshore Myanmar, the Transaction forms the basis of Ophir's strategic entry into South East Asia, providing Ophir with an enhanced operating capability in South East Asia, including key commercial, legal and technical functions.

Salamander's team has successfully brought onstream two offshore platforms on the Bualuang oilfield offshore Thailand, as well as developing the Kerendan gas field onshore Indonesia which is expected to commence production in 2015. Salamander's employees in Singapore, Thailand and Indonesia are predominantly local nationals who bring significant depth of domestic relationships across the value chain. By leveraging this established operating platform, Ophir intends to exploit the rich opportunity set that exists in the region and accelerate the successful execution of an exploration-led strategy in South East Asia. 

Production and Cashflow Diversifies Funding

Salamander's full year 2014 average daily production forecast is 13,000 to 15,000 boepd from the well-defined Bualuang and Sinphuhorm fields in Thailand, with further production expected to come on stream in 2015 following first gas at Kerendan. Salamander's portfolio also includes a number of opportunities to add further production through the low-cost development of discovered resources, with approximately 93mmboe contingent resources convertible to 2P reserves near-term.

Salamander's base business is highly cash generative. Over the period between 2011 and 2013 Salamander's post tax operating cash flow averaged $217million on average production of 14,500 boepd.  At the same time the post-tax cash margin increased from $29 per boe to $58 per boe in a flat oil price environment. As production is anticipated to grow towards 20,000 boepd over the coming years, Ophir plans to use its strong balance sheet position to further generate material cash flow returns from the underlying assets.

This cash flow can be reinvested in Ophir's proven business model, namely that of exploration/appraisal and continued monetisation of exploration/appraisal success. This diversification of Ophir's funding strategy significantly enhances the long-term sustainability of the business.

The Combined Group is expected to have capital expenditure of $300-350 million in 2015.

Attractive Exploration Opportunities

Salamander has received conditional Environmental Impact Assessment approvals to commence drilling in the G4/50 block in the Gulf of Thailand in 2015. These licences contain highly prospective acreage including 20 identified prospects; containing aggregate prospective resources of approximately 200 mmboe (gross). G4/50 is adjacent to Salamander's Bualuang oil development, implying rapid, highly-economic development options in the event of exploration success. Ophir currently intends to drill up to three wells on G4/50 in 2015. High-value, near-term step-out exploration opportunities also exist on the blocks surrounding Salamander's Sinphuhorm and Kerendan fields, with the development of Kerendan anticipated to add approximately 9 mboe/d of incremental production by 2019.

The Combined Group, including the assets Ophir has recently agreed to acquire from Niko Resources in Indonesia, will have a diversified exploration footprint in South East Asia, with a combination of frontier and proven basins consisting of 17 exploration blocks and approximately 64,300 km² of net acreage. The Combined Group will have a regional exploration portfolio, anticipated to consist of 41 currently mapped prospects totalling over 3.3 bnboe of unrisked prospective resources (approximately 80 per cent. of oil), which Ophir expects to generate at least 6 high quality drilling opportunities annually over the coming years.

4.         SONA Disposal

On 21 July 2014, Salamander announced that a share sale and purchase agreement had been signed with SONA to dispose of an effective 40 per cent. working interest in the B8/38 concession containing the Bualuang oil field and the surrounding G4/50 concession, both located in the Gulf of Thailand (the "SONA Disposal"). The SONA Disposal is conditional on, amongst other things, the approval of Salamander Shareholders.

The Transaction is conditional upon: (a) the SONA SPA being terminated by SONA Exploration & Production (Thailand) and SONA Petroleum Berhad or, with the prior consent of Ophir, by Salamander and Salamander Energy (Bualuang Holdings) Limited, in each case in accordance with the relevant provisions of the SONA SPA; or (b) with the prior consent of Ophir, the SONA SPA being terminated by agreement of the parties to the SONA SPA otherwise than in accordance with the relevant provisions of the SONA SPA; or (c) Salamander Shareholders not passing the SONA Disposal Shareholder Approval Resolution and the proposed SONA Disposal subsequently being terminated.

Accordingly, to the extent the SONA SPA has not already been terminated in the circumstances envisaged in limbs (a) and (b) above, Salamander Shareholders that wish the Transaction to proceed will need to vote against the SONA Disposal Shareholder Approval Resolution at the general meeting of Salamander Shareholders that is to be convened to consider the SONA Disposal.

5.         Recommendation by Salamander Directors

The Salamander Directors, who have been so advised by Macquarie Capital (Europe) Limited, consider the terms of the Transaction to be fair and reasonable. In providing advice to the Salamander Directors, Macquarie Capital (Europe) Limited has taken into account the commercial assessments of the Salamander Directors.

Accordingly, the Salamander Directors intend unanimously to recommend that Salamander Shareholders vote in favour of the resolutions relating to the Transaction at the Meetings (or in the event that the Transaction is implemented by takeover offer, to accept or procure acceptance of such offer) and vote against any SONA Disposal Shareholder Approval Resolution, as the Salamander Directors have irrevocably undertaken to do in respect of 5,244,831 Salamander Shares (representing approximately 2.02 per cent. of the existing issued ordinary share capital of Salamander).

Further details of these irrevocable undertakings are set out in paragraph 10 and Appendix 3 to the announcement.

6.         Background to and reasons for the Salamander Director's recommendation

Salamander is a South East Asian-focused independent exploration and production company with a number of operated licences in Thailand, Indonesia and Malaysia. Since its formation in 2005, the Salamander Group has developed a diverse portfolio of production, development, appraisal and exploration assets with net proved and probable (2P) reserves of 65.3 mmboe and 121 mmboe of contingent (2C) resources as at 1 January 2014.

The Salamander Group's strategy has been to build a portfolio of hub positions in South East Asia, each with an operated anchor asset to which value can be added (either through development or commercialisation) and with both low risk exploration potential nearby, as well as opportunities to further build each position through business development in the same geological basin. These anchor assets provide a central hub from which the Salamander Group has sought to pursue further reserve and resource growth through the appraisal of surrounding discoveries and through the drilling of step-out exploration prospects.  The Salamander Group has also taken advantage of opportunities to further develop its position or increase its participating interests in its hub areas through acquisitions to complement its organic growth strategy.

Furthermore, as part of its strategy, the Salamander Group has looked to crystallise value from a hub position, either as the stage of asset development matures, and further value creation becomes less material to the Salamander Group overall, or through bringing in a partner to share risks and costs. In mid-2014, following the addition of material resources in the Bualuang oil field in the two years prior and with further investment in the next wave of field development in mind, the Salamander Directors concluded that a partial disposal of Salamander's interest in the Greater Bualuang Area was justified.  Following a process to find a purchaser for part of this asset, which ultimately included unsolicited offers for the entire Salamander Group, the Salamander Directors determined that the SONA Disposal agreed with SONA Petroleum Berhad (to divest of 40 per cent. of the Salamander Group's position in Greater Bualuang Area for a cash consideration of $280 million) represented the best value for Salamander Shareholders at that time.

While the Salamander Directors consider that following the SONA Disposal, the Salamander Group's strategy and platform in South East Asia would position it well for the future as an independent business, the Salamander Directors believe that the Transaction would provide Salamander Shareholders with an attractive opportunity to participate in an enlarged company with a large balance sheet and enhanced operating capability in both Africa and South East Asia and at a premium to the market value of Salamander prior to the start of the Offer Period.  In addition, given the all-share nature of the Transaction, Salamander Shareholders would continue to have exposure to future upside in the Salamander Group's portfolio including the G4/50 exploration licence and incremental upside opportunities to commercialise additional gas resources in the Greater Kerendan area. In considering the merits of the offer from Ophir, among other elements, the Board of Salamander has also considered the challenges associated with delivering the Salamander Group's medium term growth targets as an independent entity, balance sheet constraints and benefits of an enlarged portfolio alongside other external factors relevant to Salamander Shareholders, such as the current capital markets backdrop for the Salamander Group.

Accordingly, the Salamander Directors have concluded that the terms of the Transaction are fair and reasonable and intend unanimously to recommend that Salamander shareholders vote in favour of the resolutions relating to the Transaction at the Meetings.

7.         Information relating to Ophir

Ophir is a FTSE 250 upstream oil and gas exploration company which is listed on the London Stock Exchange. Ophir is incorporated in England and Wales with headquarters in London (England) and operational offices in Perth (Australia), Dar es Salaam and Mtwara (Tanzania), Malabo (Equatorial Guinea), Libreville (Gabon) and Nairobi (Kenya).  Ophir has one of the largest deep water acreage positions across East and West Africa and in addition has agreed to acquire assets in Myanmar and Indonesia.

Since its foundation in 2004, Ophir has acquired an extensive portfolio of oil and gas interests in Africa and South East Asia. The majority of Ophir's current assets are in deepwater and the company is a material and strategic offshore acreage holder in West and East Africa, with 18 blocks in seven countries. In 2014, Ophir was also provisionally awarded a licence in a deepwater asset offshore Myanmar, which is expected to complete in 2015 and agreed to acquire assets in Indonesia. Ophir has made a number of significant gas discoveries in Tanzania and Equatorial Guinea.

As of 31 December 2013, Ophir had net 2C contingent resources of 1,256mmboe.* Ophir typically holds operatorship and its asset portfolio is based across Tanzania, Kenya, Equatorial Guinea, Gabon, Seychelles, Indonesia and Myanmar. Ophir directly employed 119 employees at 31 December 2013 and incurred operating losses of $307.5 million. As of 31 December 2013, Ophir had total assets exceeding $1.8 billion and for the twelve months ended 31 December 2013 incurred a net loss of $246 million.

* Since 31 December 2013, Ophir has disposed of a 20 per cent. interest in Blocks 1, 3 and 4, Tanzania.

8.         Information relating to Salamander

Salamander is listed on the Official List of the London Stock Exchange and its shares were admitted to trading on 5 December 2006.

Salamander is a South East Asian-focused independent exploration and production company headquartered in London and with a number of operated licences in Thailand, Indonesia and Malaysia. The Salamander Group's strategy has been to build a portfolio of hub positions in South East Asia, each with an operated anchor asset to which value can be added (either through development or commercialisation) and with both low risk exploration potential nearby, as well as opportunities to further build each position through business development in the same geological basin.

Salamander typically holds operatorship and controls the scale, scope and pace of implementation of the work programme across its asset base. Since inception, Salamander has built a balanced portfolio including:

(i)         two producing blocks, both with further development opportunities;

(ii)        one development asset;

(iii)        four discoveries currently contemplated for development; and

(iv)       appraisal and an inventory of exploration leads and prospects.

As of 1 January 2014, Salamander had net proved and probable (2P) reserves of 65.3 mmboe and 121 mmboe of contingent (2C) resources.

Salamander's high quality portfolio consists of four core asset hubs:

(i)         Greater Bualuang (oil, offshore Gulf of Thailand);

(ii)        Greater Kerendan (gas, onshore Central Kalimantan in Indonesia);

(iii)       North Kutei (oil and gas, onshore and offshore East Kalimantan in Indonesia); and

(iv)       Block PM-322 (oil, offshore Malacca Strait).

These production and development hubs are supplemented by additional assets elsewhere in the South East Asia region, such as the onshore Thailand gas producing Sinphuhorm field.

The executive directors of Salamander are James Menzies (Chief Executive Officer), Mike Buck (Chief Operating Officer) and Jonathan Copus (Chief Financial Officer).

Salamander directly employed 184 employees at year end 2013 and achieved revenues of $482 million in the year ended 31 December 2013, with 94 per cent. of these revenues originating from the production of oil. As of 31 December 2013, Salamander had total assets exceeding $1.36 billion and for the twelve months ended 31 December 2013 incurred a net loss of $120 million.

9.         Management, employees and locations

Ophir attaches great importance to the skills and experience of the existing management and employees of Salamander and believes that they will benefit from enhanced career and business opportunities within the Combined Group.

Ophir has given assurances to the Salamander Directors that, following completion of the Transaction, the existing employment rights, including pension rights, of all Salamander Group employees will be observed at least to the extent required by applicable law.

Salamander Management

The Salamander executive Directors will resign as Salamander Directors with effect from completion of the Transaction and, in order to avoid duplication of roles, the Chief Executive Officer and the Chief Financial Officer of Salamander will be leaving upon or shortly after completion of the Transaction. Mike Buck (the current Chief Operating Officer of Salamander) will remain with the Combined Group for a period after completion of the Transaction to help with the integration of the two companies.

It is intended that one non-executive Director of Salamander will join the board of Directors of Ophir as a non-executive Director with effect from the completion of the Transaction. The other Salamander non-executive Directors intend to resign as Salamander Directors with effect from completion of the Transaction.

South East Asia - operating business

A review of Salamander's operations will be undertaken following the Scheme becoming effective although it is not anticipated that this will result in any significant restructuring being undertaken and Ophir does not anticipate any significant job losses in the operating business.

Ophir has no current intention to change the principal locations of the Salamander Group's business in South East Asia.

London Head Office

Following completion of the Transaction Ophir intends to operate one London head office for the Combined Group. This will result in the integration of the head office functions of both Salamander and Ophir into Ophir's head office. There are currently ten employees (other than Salamander executive Directors) employed in Salamander's head office and, subject to any necessary consultation, the process of integration is likely to result in a reduction of this headcount.

Enhanced Redundancy Arrangements

Salamander employees operating at below board level who are made redundant within the first 12 months of completion of the Transaction will be entitled to an enhanced redundancy payment of a minimum of one month for every year of service subject to the affected individuals entering into legally binding settlement agreements.

10.       Irrevocable undertakings

Ophir has received irrevocable undertakings from the Directors of Salamander to vote in favour of the resolutions relating to the Transaction at the Meetings and vote against the SONA Disposal Shareholder Approval Resolution in respect of aggregate holdings of 5,244,831 Salamander Shares, representing approximately 2.02 per cent. of Salamander's existing issued share capital.

Ophir has received irrevocable undertakings from other Salamander Shareholders to vote in favour of the resolutions relating to the Transaction at the Meetings and vote against the SONA Disposal Shareholder Approval Resolution in respect of aggregate holdings of 45,938,086 Salamander Shares, representing approximately 17.7 per cent. of Salamander's existing issued share capital.

Ophir has received non-binding letters of intent from other Salamander Shareholders to vote in favour of the resolutions relating to the Transaction at the Meetings and vote against the SONA Disposal Shareholder Approval Resolution in respect of aggregate holdings of 21,095,145 Salamander Shares, representing approximately 8.1 per cent. of Salamander's existing issued share capital.

Therefore, in total, Ophir has received irrevocable undertakings and non-binding letters of intent to vote in favour of the resolutions relating to the Transaction at the Meetings and vote against the SONA Disposal Shareholder Approval Resolution in respect of aggregate holdings of 72,278,062 Salamander Shares, representing approximately 27.9 per cent. of Salamander's existing issued share capital.

Further details of these irrevocable undertakings and letters of intent to vote in favour of the resolutions relating to the Transaction at the Meetings are set out in Appendix 3.

11.       Offer related Arrangements

Confidentiality and standstill agreement

On 10 December 2013, Salamander and Ophir entered into a confidentiality and standstill agreement in a customary form in relation to the Transaction, pursuant to which they each undertook, subject to certain exceptions, to keep information relating to one another confidential and to not disclose it to third parties. Unless terminated earlier, the confidentiality obligations will remain in force for two years from the date of the agreement.

The confidentiality and standstill agreement also included standstill obligations, which have since expired.

Co-operation Agreement

On 24 November 2014, Salamander and Ophir entered into the Co-operation Agreement.

In relation to the Salamander Share Schemes, the outstanding options under the Salamander Share Schemes shall vest and become exercisable for a period of one month from the Scheme being sanctioned by the Court on the basis that (a) options under Salamander's Deferred Share Plan shall vest in full; (b) options under Salamander's Performance Share Plan 2006 shall vest to the extent determined by Salamander's remuneration committee and; (c) options shall not be time prorated. Any Salamander Shares received on exercise of those options shall take part in the Scheme or will be acquired by Ophir for the same consideration per Salamander Share as any other Salamander Shareholder will receive under the Scheme (subject to the requirements of applicable overseas securities laws).

The Co-operation Agreement also includes undertakings by Ophir to publish the Ophir Prospectus as soon as reasonably practicable after the date of this announcement but, in any event, not later than two weeks prior to the Court Meeting and the Ophir Shareholder Circular in order that the shareholder vote of Ophir Shareholders will take place on the same day but prior to the Court Meeting.

12.       Further terms of the Transaction

The New Ophir Shares will be issued credited as fully paid and will rank pari passu in all respects with the Existing Ophir Shares, including the right to receive and retain in full all dividends and other distributions (if any) made, paid or declared after the date of this announcement.

13.       Expected timetable

Further details of the Scheme will be contained in the Scheme Document which is currently expected to be posted to Salamander Shareholders as soon as practicable.

Further details on the timetable for implementation of the Scheme will be set out in the Scheme Document, which will also include the notices of the Court Meeting and the General Meeting and specify the necessary actions to be taken by Salamander Shareholders. The Transaction is currently expected to become effective before 31 March 2015.

The Transaction will lapse if the Scheme does not become Effective by 30 June 2015 (or such later date as Ophir and Salamander may agree).

14.       Conditions

The Transaction will be subject to the conditions and further terms set out in Appendix 1 and the full terms and conditions which will be set out in the Scheme Document, including the sanction of the Scheme by the Court.

The attention of Salamander Shareholders is specifically drawn to the fact that the Transaction is conditional upon, among other things, the SONA Condition which may be invoked in the event that the SONA SPA is not terminated.

15.       Ophir General Meeting, Ophir Shareholder Circular and Prospectus

In view of the size of the transaction, the Transaction constitutes a "Class 1" transaction (as defined in the Listing Rules) for Ophir. Ophir shall seek the approval of Ophir Shareholders at the Ophir General Meeting of such resolutions as are necessary to effect the Transaction.

In due course, Ophir will publish the Ophir Shareholder Circular to its shareholders which will summarise the background to and reasons for the Transaction and will include a notice convening an Ophir General Meeting for this purpose. Ophir has committed in the Co-operation Agreement to publish the Ophir Shareholder Circular in order to convene the Ophir General Meeting on the same day but prior to the Court Meeting.

In view of the New Ophir Shares that Ophir will issue as consideration pursuant to the terms of the Transaction, Ophir will also be required to prepare and publish a Prospectus to Salamander Shareholders relating to the Combined Group and the New Ophir Shares. 

It is expected that the Prospectus will be published no later than 14 days prior to the date of the Meetings and Ophir has made commitments to that effect in the Co-Operation Agreement.

16.       Salamander Share Schemes

Participants in the Salamander Share Schemes will be contacted regarding the effect of the Transaction on their rights under the Salamander Share Schemes in accordance with the terms of the relevant plan rules and appropriate proposals will be made to such participants in due course in accordance with the Co-operation Agreement (as summarised in paragraph 11 above).

17.       Salamander Convertible Bonds

Holders of Salamander Convertible Bonds will be contacted regarding the effect of the Transaction on their rights in respect of the Salamander Convertible Bonds held by them. Appropriate proposals will be made in due course to such bondholders.

18.       Scheme process

It is intended that the Transaction shall be effected by means of a scheme of arrangement between Salamander and Salamander Shareholders under Part 26 of the 2006 Act.

The purpose of the Scheme is to provide for Ophir to become the holder of the entire issued and to be issued ordinary share capital of Salamander. This is to be achieved by the cancellation of the Salamander ordinary shares and the application of the reserve arising from such cancellation in paying up in full a number of new Salamander ordinary shares (which is equal to the number of ordinary shares cancelled), and issuing the same to Ophir. In consideration for this, the Salamander Shareholders shall receive consideration on the basis set out in paragraph 2 of this announcement.

The Scheme will involve an application by Salamander to the Court to sanction the Scheme and confirm the cancellation of the Scheme Shares in consideration for which Salamander Shareholders will receive New Ophir Shares.  To become effective, the Scheme requires, among other things, the approval of a majority in number representing not less than 75 per cent. in value of the relevant Salamander Shareholders present and voting in person or by proxy at the Court Meeting, which is convened by order of the Court, and the passing of the resolutions necessary to implement the Transaction at the General Meeting.  The Scheme must also be sanctioned by the Court and the associated Capital Reduction must be confirmed by the Court.

The Conditions in paragraph 1 of Appendix 1 to this announcement provide that the Scheme will lapse if:

·          the Court Meeting and the General Meeting are not held by the 22nd day after the later of 31 January 2015 or the expected date of the Court Meeting and the General Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Ophir and Salamander);

·          the Court sanction hearing to approve the Scheme is not held by the 22nd day after the expected date of the Court sanction and confirmation of Capital Reduction to be set out in the Scheme Document in due course (or such later date as may be agreed between Ophir and Salamander); and

·          the Scheme must become effective by 11.59 p.m. on 30 June 2015 (or such later date as may be agreed between Ophir and Salamander and the Takeover Panel and the Court may allow),

provided however that the deadlines for the timing of the Court Meeting, the General Meeting and the Court hearing to approve the Scheme as set out above may be waived by Ophir.

If any Condition in paragraph 1 of Appendix 1 to this announcement is not capable of being satisfied by the date specified therein, Ophir shall make an announcement through a Regulatory Information Service as soon as practicable and, in any event, by not later than 8.00 a.m. on the Business Day following the date so specified, stating whether Ophir has invoked that Condition, (where applicable) waived that Condition or, with the agreement of Salamander, specified a new date by which that Condition must be satisfied. 

Once the necessary approvals from Salamander Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived and the Scheme and associated Capital Reduction have been approved by the Court, the Scheme will become effective upon delivery (and, if ordered by the Court, registration) of the Court Orders and requisite statement of capital to the Registrar of Companies.  Subject to the satisfaction of the Conditions, the Scheme is currently expected to become effective before 31 March 2015.

Upon the Scheme becoming effective, it shall be binding on all Salamander Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting.

Further details of the Scheme, including an indicative timetable for its implementation, will be set out in the Scheme Document.

Ophir has also reserved the right to elect to implement the Transaction by way of a takeover offer (as such term is defined in section 974 of the 2006 Act).  In such event, the takeover offer will be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments, including (without limitation), and if agreed with the Takeover Panel, the inclusion of an acceptance condition set at 90 per cent. of the shares to which such offer relates or such lesser percentage, being more than 50 per cent., as Ophir may decide).

19.       Delisting and cancellation of trading and re‑registration

It is intended that dealings in Salamander Shares will be suspended at the Scheme Record Time.

It is intended that the London Stock Exchange and the FCA will be requested respectively to cancel trading in Salamander Shares on the London Stock Exchange's market for listed securities and the listing of the Salamander Shares from the Official List on the Effective Date.

When the Scheme becomes effective in accordance with its terms, the Salamander Shares will be cancelled. At that point, share certificates in respect of Salamander Shares will cease to be valid and entitlements to Salamander Shares held within the CREST system will be cancelled.

It is intended that Salamander be re‑registered as a private limited company as part of the Scheme and for this to take effect on the Effective Date.

If the Transaction is effected by way of a takeover offer, it is anticipated that the cancellation of Salamander's listing on the Official List and admission to trading on the London Stock Exchange's market for listed securities will take effect no earlier than 20 Business Days following the date on which the Offer becomes or is declared unconditional in all respects provided Ophir has attained 75 per cent. or more of the voting rights of Salamander.

Delisting would significantly reduce the liquidity and marketability of any Salamander Shares not assented to the offer at that time.  If the Transaction is effected by way of a takeover offer and such offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Ophir intends to exercise its rights to acquire compulsorily the remaining Salamander Shares in respect of which the offer has not been accepted.

20.       Admission to Official List and to trading on the London Stock Exchange and dealings in New Ophir Shares

Application will be made to the FCA and the London Stock Exchange for the New Ophir Shares to be admitted to the Official List and to trading on the London Stock Exchange's market for listed securities respectively.  It is expected that Admission will become effective and that dealings for normal settlement in the New Ophir Shares will commence on the London Stock Exchange at 8.00 a.m. on the first Business Day following the Effective Date.

21.       Documents

Copies of the following documents will be available on Ophir's and Salamander's websites at www.ophir-energy.com and www.salamander-energy.com respectively by no later than noon on 25 November 2014 until the end of the Transaction:

(a)        this announcement;

(b)        the irrevocable undertakings and letters of intent referred to in paragraph 10 above; and

(c)        the confidentiality and standstill agreement and the Co-operation Agreement referred to in paragraph 11 above.

22.       General

The Transaction will be on the terms and subject to the conditions set out herein and in Appendix 1, and to be set out in the Scheme Document. 

The Scheme will be governed by English law and subject to the applicable rules and regulations of the London Stock Exchange, the Takeover Panel and the FCA. The New Ophir Shares are not being offered to the public by means of this announcement.  This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

The implications of the Transaction for persons resident in, or citizens of, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdiction. Such persons should inform themselves about and observe any applicable requirements.

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 Transaction and the other 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 relation to the Transaction or in connection with the other matters referred to in this announcement.

Jefferies Hoare Govett, a division of Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Salamander and no one else in connection with the Transaction and the other matters referred to in this announcement, and will not be responsible to anyone other than Salamander for providing the protections afforded to clients of Jefferies, nor for providing advice in relation to the Transaction or in connection with the other matters referred to in this announcement.

Macquarie Capital (Europe) Limited, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Salamander and no one else in connection with the Transaction and the other matters referred to in this announcement, and will not be responsible to anyone other than Salamander for providing the protections afforded to clients of Macquarie Capital (Europe) Limited or for providing advice in relation to the Transaction or in connection with the other matters referred to in this announcement.

Credit Suisse Securities (Europe) Limited, which is authorised and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively as financial adviser to Ophir and no one else in connection with the matters described in this announcement, and will not be responsible for anyone other than Ophir for providing the protections afforded to clients of Credit Suisse Securities (Europe) Limited  nor for providing advice in relation to the matters referred to in this announcement. Neither Credit Suisse Securities (Europe) Limited nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse Securities (Europe) Limited in connection with this announcement, any statement contained herein or otherwise.

Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively as financial adviser to Ophir and no one else in connection with the matters described in this announcement, and will not be responsible for anyone other than Ophir for providing the protections afforded to clients of Morgan Stanley nor for providing advice in relation to the matters referred to in this announcement. Neither Morgan Stanley nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Morgan Stanley in connection with this announcement, any statement contained herein or otherwise. 

RBC Europe Limited, which is authorised in the United Kingdom by the Prudential Regulation Authority and authorised and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as financial adviser to Ophir and no one else in connection with the matters described in this announcement, and will not be responsible for anyone other than Ophir for providing the protections afforded to clients of RBC Europe Limited nor for providing advice in relation to the matters referred to in this announcement. Neither RBC Europe Limited nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of RBC Europe Limited in connection with this announcement, any statement contained herein or otherwise.

Enquiries

This announcement should be read in conjunction with the Appendices.

The bases and sources for certain financial information contained in this announcement are set out in Appendix 2. Details of irrevocable undertakings and letters of intent received by Ophir are set out in Appendix 3. Certain definitions and terms used in this announcement are set out in Appendix 4.

Further information

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation, 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 Transaction or otherwise.  The Transaction will be effected solely through the Scheme Document, which will contain the full terms and conditions of the Transaction, including details of how to vote in respect of the Transaction.  Salamander and Ophir urge Salamander Shareholders to read the Scheme Document and the Prospectus to be issued by Ophir in connection with the New Ophir Shares when they become available because they will contain important information relating to the Transaction and the New Ophir Shares, respectively. Any vote or other action in respect of the Transaction should be made only on the basis of the information in the Scheme Document and the Prospectus.

The New Ophir Shares are not being offered to the public by means of this announcement. This announcement does not constitute a prospectus or prospectus equivalent document.

Ophir reserves the right to elect to implement the acquisition of the entire issued and to be issued ordinary share capital of Salamander by way of a takeover offer (as such term is defined in section 974 of the 2006 Act).  In such event, the takeover offer will be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments, including (without limitation), and if agreed with the Takeover Panel, the inclusion of an acceptance condition set at 90 per cent. of the shares to which such offer relates or such lesser percentage, being more than 50 per cent., as Ophir may decide).

The Transaction shall be subject to the applicable requirements of the Takeover Code, the Takeover Panel, the London Stock Exchange and the Financial Conduct Authority.

Non-UK Shareholders

This announcement has been prepared in accordance with English law, the Takeover Code and the Disclosure Rules and Transparency Rules and the information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

Copies of this announcement and any formal documentation relating to the Transaction 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 and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction.  If the Transaction is implemented by way of a takeover offer (unless otherwise determined by Ophir and permitted by applicable law and regulation), the offer may not be made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, electronic mail, fax transmission, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national state or securities exchange of any Restricted Jurisdiction and the offer may not be capable of acceptance by any such use, means, instrumentality or facility.

Notice to US Investors in Salamander

The New Ophir Shares to be issued pursuant to the Transaction have not been, and will not be, registered under the US Securities Act of 1933 (the "US Securities Act") or under any laws of any state or other jurisdiction, of the United States, but are expected to be offered in the United States in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) thereof. Salamander Shareholders (whether or not US Persons) who are or will be affiliates (within the meaning of the US Securities Act) of Salamander or Ophir prior to, or of Ophir after, the Effective Date will be subject to certain US transfer restrictions relating to the New Ophir Shares received pursuant to the Scheme.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the New Ophir Shares, or determined if this announcement is accurate or complete.  Any representation to the contrary is a criminal offence.

The Transaction relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934 (the "US Exchange Act"). Accordingly, the Transaction is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from disclosure requirements in the US proxy solicitation and tender offer rules.  If, in the future, Ophir exercises its right to implement the Transaction by way of a takeover offer, which is to be made into the United States, such takeover offer will be made, to the extent applicable, in compliance with the applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by Ophir and no one else. In addition to any such takeover offer, Ophir, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Salamander outside such takeover offer during the period in which such takeover offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside the United States and would comply with applicable law, including the US Exchange Act. If required, any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service of the UKLA and will be available on the London Stock Exchange website: www.londonstockexchange.com.

The financial information included in this announcement has been prepared in accordance with accounting standards applicable in the UK and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Notice to Investors in other jurisdictions

No clearances have been, nor will they be, obtained from the securities commission or similar authority of any province or territory of Canada and no prospectus has been, or will be, filed, or registration made, under any securities law of any province or territory of Canada, nor has a prospectus in relation to the New Ophir Shares been, nor will one be, lodged with, or registered by, the Australian Securities and Investments Commission, nor have any steps been taken, nor will any steps be taken, to enable the New Ophir Shares to be offered in compliance with applicable securities laws of Japan and no regulatory clearances in respect of the New Ophir Shares have been, or will be, applied for in any other jurisdiction. 

Accordingly, unless an exemption under relevant securities laws is available, the New Ophir Shares are not being, and may not be, offered, sold, resold, delivered or distributed, directly or indirectly, in, into or from any Restricted Jurisdiction or to, or for the account or benefit of, any resident of any Restricted Jurisdiction.

Forward looking statements

This announcement, including information included or incorporated by reference in this announcement, may contain certain "forward looking statements" regarding the financial position, business strategy or plans for future operations of the Ophir Group and the Salamander Group.  All statements other than statements of historical fact included in any document may be forward looking statements.  Forward looking statements also often use words such as "believe", "expect", "estimate",  "intend", "anticipate" and words of a similar meaning.  Statements relating to reserves are deemed to be forward looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described can be profitably produced in the future.  By their nature, forward looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them.  Much of the risk and uncertainty relates to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement.  Neither the Ophir Group nor the Salamander Group, nor any of their respective associates or directors, officers, employees, managers, agents, representatives, partners, members, consultants or advisers: (i) provide any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements will actually occur; nor (ii) assume any obligation to, and do not intend to, revise or update these forward looking statements, except as required pursuant to applicable law.

No profit forecast

No statement in this announcement is intended as a profit forecast or a profit estimate, and no statement in this announcement should be interpreted to mean that the future earnings per Ophir Share or Salamander Share for current or future financial years will necessarily match or exceed the historical or published earnings per Ophir Share or Salamander Share.

BOE presentation

References herein to "boe" mean barrels of oil equivalent derived by converting gas to oil in the ratio of 6,000 scf of gas to one bbl of oil. This is with the exception of the Greater Kerendan field, where "boe" mean barrels of oil equivalent derived by converting gas to oil in the ratio of between 5,500 scf of gas to one bbl of oil. Boe may be misleading, particularly if used in isolation. The boe conversion ratios are based on an energy conversion method primarily applicable at the burner tip and do not represent a value equivalency at the wellhead.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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 Takeover Code, any person who is, or becomes, interested in 1 per cent. 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 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.  You should contact the Takeover Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on Website

This announcement and the documents required to be published pursuant to Rule 26.1 of the Takeover Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Ophir's website at www.ophir-energy.com and Salamander's website at www.salamander-energy.com by no later than 12 noon on 25 November 2014.

Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks it is incorporated into, or forms part of, this announcement.

APPENDIX 1
CONDITIONS AND FURTHER TERMS OF THE TRANSACTION

The Transaction will comply with the applicable rules and regulations of the FCA, the London Stock Exchange and the Takeover Code, will be governed by English law and will be subject to the exclusive jurisdiction of the English courts.  In addition it will be subject to the terms and conditions set out in the Scheme Document.

Part A: Conditions of the Scheme

Statutory Conditions

1.         The Scheme will be subject to the following Conditions:

(a)        (i) its approval by a majority in number representing not less than 75 per cent. in value of Salamander Shareholders who are on the register of members of Salamander at the Voting Record Time, present and voting, whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required (or any adjournment thereof); and (ii) such Court Meeting being held on or before the 22nd day after the later of 31 January 2015 and the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Ophir and Salamander);

(b)        (i) the resolutions required to implement the Scheme and approve the Capital Reduction being duly passed by the requisite majority of Salamander Shareholders at the General Meeting (or any adjournment thereof); and (ii) such General Meeting being held on or before the 22nd day after the later of 31 January 2015 and the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Ophir and Salamander);

(c)        (i) the sanction of the Scheme by the Court and the confirmation of the Capital Reduction by the Court (in each case with or without modification (but subject to such modification being acceptable to Ophir and Salamander)) and (a) the delivery of the office copies of the Court Orders and of the Statement of Capital for registration to the Registrar of Companies; and (b) if the Court so orders for the Scheme to become Effective, registration of the Second Court Order effecting the Capital Reduction and registration of the Statement of Capital with the Registrar of Companies; and (ii) the Court hearing to sanction the Scheme being held on or before the 22nd day after the expected date of the Court sanction and confirmation of Capital Reduction to be set out in the Scheme Document in due course (or such later date as may be agreed between Ophir and Salamander); and

(d)        the Scheme becoming unconditional and effective, subject to the Takeover Code, by no later than 11.59 p.m. on 30 June 2015 or such later date (if any) as Ophir and Salamander may agree and the Takeover Panel and the Court may allow.

If any Condition referred to in paragraphs 1(a) to (d) above is not capable of being satisfied by the date specified therein, Ophir shall make an announcement through a Regulatory Information Service as soon as practicable and, in any event, by not later than 8.00 a.m. on the Business Day following the date so specified, stating whether Ophir has invoked that Condition, (where applicable) waived that Condition or, with the agreement of Salamander, specified a new date by which that Condition must be satisfied.

Ophir shareholder authorities

2.         The Transaction will be conditional upon the passing at the Ophir General Meeting (or any adjournment thereof) of such resolution or resolutions as are necessary to approve, implement and effect the Transaction (as such resolutions may be set out in the Ophir Shareholder Circular) and, accordingly, if granted, the Court Order(s) will not be delivered to the Registrar of Companies unless such Condition (as amended if appropriate) has been satisfied or, where relevant, waived.

SONA Disposal

3.         The Transaction will be conditional upon any of the following having occurred:

(a)        the SONA SPA being terminated by SONA Exploration & Production (Thailand) and SONA Petroleum Berhad or, with the prior consent of Ophir, by Salamander and Salamander Energy (Bualuang Holdings) Limited, in each case in accordance with the relevant provisions of the SONA SPA; or

(b)        with the prior consent of Ophir, the SONA SPA being terminated by agreement of the parties to the SONA SPA otherwise than in accordance with the relevant provisions of the SONA SPA; or

(c)        a resolution to approve the sale of shares in Salamander Energy (Bualuang) Limited pursuant to the SONA SPA being put to the Salamander Shareholders at a duly convened general meeting of Salamander and such resolution failing to secure the requisite majority of votes such that the resolution is not passed and the SONA SPA subsequently being terminated by Salamander and Salamander Energy (Bualuang Holdings) Limited,

and, accordingly, if granted, the Court Order(s) will not be delivered to the Registrar of Companies unless such Condition (as amended if appropriate) has been satisfied or, where relevant, waived.

General conditions

4.         Salamander and Ophir have agreed that, subject to the provisions of Part B below and the requirements of the Takeover Panel in accordance with the Takeover Code, the Scheme will also be conditional upon, and accordingly the necessary actions to make the Transaction effective will only be taken on, the satisfaction or, where relevant, waiver of the following Conditions and, accordingly, if granted, the Court Order(s) will not be delivered to the Registrar of Companies unless such Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

Admission of New Ophir Shares

(a)        (i) the FCA having acknowledged to Ophir or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the New Ophir Shares to the Official List with a premium listing has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject ("listing conditions")) admission will become effective as soon as a dealing notice has been issued by the FCA and any listing conditions having been satisfied; and (ii) the London Stock Exchange having acknowledged to Ophir or its agent (and such acknowledgement not having been withdrawn) that the New Ophir Shares will be admitted to trading;

Other Third Party clearances

(b)        other than in relation to matters referred to in condition 4(a), no central bank, government or governmental, quasi‑governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction (each a "Third Party") having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision, order or change to published practice and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(i)         make the Transaction, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Salamander Group by any member of the Ophir Group void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prevent, prohibit, or materially restrain, restrict, impede, challenge, delay or otherwise interfere with the implementation of, or impose additional material conditions or obligations with respect to, the Transaction or the acquisition of any shares or other securities in, or control or management of, any member of the Wider Salamander Group by any member of the Ophir Group or require amendment of the Scheme;

(ii)        require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Ophir Group or by any member of the Wider Salamander Group of all or any part of their businesses, assets or property or impose any material limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);

(iii)       impose any material limitation on, or result in a material delay in, the ability of any member of the Ophir Group directly or indirectly to acquire or hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Salamander (or any member of the Wider Salamander Group) or on the ability of any member of the Wider Salamander Group or any member of the Ophir Group directly or indirectly to hold or exercise effectively any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Ophir Group;

(iv)       other than pursuant to the implementation of the Scheme, require any member of the Ophir Group or the Salamander Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Salamander Group or any asset owned by any third party;

(v)        require, prevent or materially delay a divestiture by any member of the Ophir Group of any shares or other securities (or the equivalent) in any member of the Wider Salamander Group;

(vi)       result in any member of the Wider Salamander Group or any member of the Ophir Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the Salamander Group taken as a whole or the Ophir Group taken as a whole or in the context of the Transaction (as the case may be);

(vii)      impose any limitation on the ability of any member of the Ophir Group or any member of the Salamander Group to conduct, integrate or co‑ordinate all or any part of their respective businesses with all or any part of the business of any other member of the Ophir Group and/or the Salamander Group in a manner which is materially adverse to the Ophir Group and/or the Salamander Group, in either case, taken as a whole or in the context of the Transaction; or

(viii)      except as Disclosed, otherwise affect the business, assets, value, profits, prospects or operational performance of any member of the Wider Salamander Group or any member of the Ophir Group in each case in a manner which is adverse to and material in the context of the Salamander Group taken as a whole or of the obligations of any members of the Ophir Group taken as a whole or in the context of the Transaction,

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Transaction or proposed acquisition of any Salamander Shares or otherwise intervene having expired, lapsed, or been terminated;

(c)        other than in relation to matters referred to in conditions 2 and 4(a), all notifications, filings or applications which are deemed by Ophir (acting reasonably) to be necessary or appropriate having been made in connection with the Transaction and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with and all Authorisations which are deemed by Ophir (acting reasonably) to be necessary or appropriate in any jurisdiction for or in respect of the Transaction or the proposed acquisition of any shares or other securities in, or control or management of, Salamander by any member of the Ophir Group having been obtained in terms and in a form reasonably satisfactory to Ophir from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Salamander Group or the Ophir Group has entered into contractual arrangements and all such Authorisations which are deemed by Ophir (acting reasonably) to be necessary or appropriate to carry on the business of any member of the Salamander Group in any jurisdiction having been obtained in each case where a consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting or other time period or to comply with such obligation or obtain such Authorisation would be unlawful in any relevant jurisdiction or have a material adverse effect on the Salamander Group, any member of the Ophir Group or the ability of Ophir to implement the Scheme and all such Authorisations remaining in full force and effect at the time at which the Scheme becomes otherwise unconditional in all respects and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

(d)        no temporary restraining order, preliminary or permanent injunction, preliminary or permanent enjoinment, or other order threatened or issued and being in effect by a court or other Third Party which has the effect of making the Transaction or any acquisition or proposed acquisition of any shares or other securities or control or management of, any member of the Salamander Group by any member of the Ophir Group, or the implementation of either of them, void, voidable, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prohibiting, preventing, restraining, restricting, delaying or otherwise interfering with the consummation or the approval of the Transaction or any matter arising from the proposed acquisition of any shares or other securities in, or control or management of, any member of the Salamander Group by any member of the Ophir Group;

Confirmation of absence of adverse circumstances

(e)        except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Salamander Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Transaction or the proposed acquisition by any member of the Ophir Group of any shares or other securities in Salamander or because of a change in the control or management of any member of the Salamander Group or otherwise, would or might reasonably be expected to result in, in each case to an extent which is material in the context of the Salamander Group taken as a whole or the Ophir Group taken as a whole or in the context of the Transaction:

(i)         any monies borrowed by, or any other indebtedness, actual or contingent of, or any grant available to, any member of the Wider Salamander Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii)        the rights, liabilities, obligations, interests or business of any member of the Wider Salamander Group or any member of the Wider Ophir Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Salamander Group or any member of the Wider Ophir Group in or with any other firm or company or body or person (or any agreement or arrangement relating to any such business or interests) being or likely to become terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken or arising thereunder;

(iii)       any member of the Wider Salamander Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the Salamander Group taken as a whole;

(iv)       any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider Salamander Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Salamander Group otherwise than in the ordinary course of business;

(v)        the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Salamander Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen), becoming enforceable;

(vi)       the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider Salamander Group being prejudiced or adversely affected;

(vii)      the creation or acceleration of any liability (actual or contingent) by any member of the Wider Salamander Group other than trade creditors or other liabilities incurred in the ordinary course of business; or

(viii)      any liability of any member of the Wider Salamander Group to make any severance, termination, bonus or other payment to any of its directors or other officers;

No material transactions, claims or changes in the conduct of the business of the Wider Salamander Group

(f)         except as Disclosed, no member of the Salamander Group having since 31 December 2013:

(i)         save as between Salamander and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries and save for the issue of Salamander Shares on the exercise of options or vesting of awards granted before 24 November 2014 in the ordinary course, issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Salamander Shares out of treasury;

(ii)        recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than to Salamander or one of its wholly‑owned subsidiaries;

(iii)       save as between Salamander and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries, merged with (by statutory merger or otherwise), demerged from reconstructed, amalgamated, committed to or acquired any body corporate, partnership or business or acquired or disposed of, or, other than in the ordinary course of business, transferred, mortgaged or charged or created any security interest over, any assets or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so;

(iv)       save as between Salamander and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries, made, authorised, proposed or announced an intention to propose any change in its loan capital;

(v)        issued, authorised, proposed or announced an intention to authorise or propose the issue of, or made any change in or to the terms of, any debentures or (save in the ordinary course of business and save as between Salamander and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries) incurred or increased any indebtedness or become subject to any contingent liability otherwise than in the ordinary course of business and to an extent which is material in the context of the Salamander Group taken as a whole or the Ophir Group taken as a whole or in the context of the Transaction;

(vi)       entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary, any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) (otherwise than in the ordinary course of business) which is of a long term, unusual or onerous nature, or which involves or could reasonably be expected to involve an obligation of a nature or magnitude which is, in any such case, material in the context of the Salamander Group, in the context of the Ophir Group or in the context of the Transaction, or which is or is reasonably likely to be restrictive on the business of any member of the Wider Salamander Group to an extent which is material in the context of the Salamander Group taken as a whole or the Ophir Group taken as a whole or in the context of the Transaction;

(vii)      entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary the terms of or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, commitment, arrangement or any service agreement with any director or senior executive of the Salamander Group save for salary increases, bonuses or variations of terms in the ordinary course;

(viii)      proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme, or other benefit relating to the employment or termination of employment of any employee of the Wider Salamander Group;

(ix)       entered into, implemented or effected, or authorised, proposed or announced its intention to implement or effect, any joint venture, asset or profit sharing arrangement, partnership, composition, assignment, reconstruction, amalgamation, commitment, scheme or other transaction or arrangement (other than the Scheme) which is material in the context of the Salamander Group taken as a whole or the Ophir Group taken as a whole or in the context of the Transaction (as the case may be);

(x)        purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect of the matters mentioned in sub‑paragraph (i) above, made any other change to any part of its share capital;

(xi)       waived, compromised or settled any claim otherwise than in the ordinary course of business which is material in the context of the Salamander Group taken as a whole or the Ophir Group taken as a whole or in the context of the Transaction;

(xii)      made any material alteration to its articles of association or other constitutional documents;

(xiii)      (other than in respect of a member which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding‑up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any administrator, receiver, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xiv)     been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xv)      entered into any contract, commitment, agreement or arrangement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition including any resolution of Salamander Shareholders in relation to any acquisition or disposal of assets or shares (or the equivalent thereof) in any undertaking or undertakings (or in relation to any merger, demerger, reconstruction, amalgamation or scheme) at a meeting of Salamander Shareholders, but excluding the issue of a circular to Salamander Shareholders in connection with the SONA Disposal Shareholder Approval Resolution;

(xvi)     terminated or varied the terms of any agreement or arrangement between any member of the Wider Salamander Group and any other person in a manner which would or might be expected to have a material adverse effect on the financial position of the Salamander Group taken as a whole; or

(xvii)     having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Takeover Panel or the approval of Salamander Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code;

No material adverse change

(g)        since 31 December 2013, and except as Disclosed:

(i)         there having been no adverse change and no circumstance having arisen which would or might reasonably be expected to result in any adverse change or deterioration in the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider Salamander Group to an extent which is material in the context of the Salamander Group taken as a whole or the Ophir Group taken as a whole or in the context of the Transaction;

(ii)        no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against any member of the Wider Salamander Group or to which any member of the Wider Salamander Group is or may become a party (whether as claimant or defendant or otherwise) and no enquiry, review, investigation or enforcement proceedings by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Salamander Group having been threatened, announced or instituted by or against, or remaining outstanding in respect of, any member of the Wider Salamander Group which, in any such case, is material in the context of the Salamander Group taken as a whole or the Ophir Group taken as a whole or in the context of the Transaction;

(iii)       no contingent or other liability having arisen, increased or become apparent which might be likely adversely to affect the business, assets, financial or trading position, profits, prospects or operational performance of any member of the Wider Salamander Group to an extent which is material in the context of the Salamander Group taken as a whole or the Ophir Group taken as a whole or in the context of the Transaction; and

(iv)       no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Salamander Group, which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is material in the context of the Salamander Group taken as a whole or the Ophir Group taken as a whole or in the context of the Transaction (as the case may be);

(h)        since 31 December 2013, and except as Disclosed, Ophir not having discovered:

(i)         that any financial, business or other information concerning the Wider Salamander Group publicly announced or disclosed to any member of the Ophir Group at any time by or on behalf of any member of the Salamander Group or to any of their advisers is misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not materially misleading and which in any case is material in the context of the Salamander Group taken as a whole or the Ophir Group taken as a whole or in the context of the Transaction;

(ii)        that any member of the Salamander Group is subject to any liability, contingent or otherwise and which is material in the context of the Salamander Group taken as a whole or the Ophir Group taken as a whole or in the context of the Transaction;

(iii)       in relation to the use, treatment, storage, carriage, any release, emission, accumulation, discharge, disposal of any waste or substance or other fact or circumstance which has impaired or is likely to impair the environment (including property) or harmed or is likely to harm the health of humans, animals or other living organisms or eco‑systems or otherwise relating to environmental matters of the health and safety of humans, no past or present member of the Wider Salamander Group, to an extent which is material in the context of the Salamander Group taken as a whole or the Ophir Group taken as a whole or in the context of the Transaction (i) having committed any violation of any applicable laws, statutes, regulations, Authorisations, notices or other requirements of any Third Party; and/or (ii) having incurred any liability (whether actual or contingent) to any Third Party; and/or (iii) being likely to incur any liability (whether actual or contingent, including contribution to costs or indemnification liabilities), or being required, to make good, remediate, repair, reinstate or clean up the environment (including any property, assets or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Salamander Group (or on its behalf), or in which any such member may have or previously have had or be deemed to have had an interest); or

(iv)       that circumstances exist (whether as a result of the Transaction or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the Wider Salamander Group would be likely to be required to institute), an environment audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or any asset now or previously owned, occupied or made use of by any past or present member of the Wider Salamander Group (or on its behalf) or by any person for which a member of the Wider Salamander Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest which in each case is material in the context of the Salamander Group taken as a whole or the Ophir Group taken as a whole or in the context of the Transaction;

Anti‑corruption and sanctions

(i)         Ophir not having discovered that:

(i)         any past or present member of the Salamander Group or any person that performs or has performed services for or on behalf of any such company is or has at any time engaged in any activity, practice or conduct (or omitted to take any action) in contravention of the UK Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended or any other applicable anti‑corruption legislation;

(ii)        any member of the Salamander Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations 2006 (each as amended); or

(iii)       any past or present member of the Salamander Group has engaged in any activity or business with, or made any investments in, or made any payments to any government, entity or individual covered by any of the economic sanctions administered by the United Nations or the European Union (or any of their respective member states) or the United States Office of Foreign Assets Control or any other governmental or supranational body or authority in any jurisdiction;

No criminal property

(j)         Ophir not having discovered that any asset of any member of the Salamander Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

Part B: Certain further terms of the Transaction

1.         Subject to the requirements of the Takeover Panel in accordance with the Takeover Code, Ophir reserves the right to waive:

(a)        any of the Conditions set out in the above Condition 1 for the timing of the Court Meeting, General Meeting, and the Court hearings to sanction the Scheme and confirm the Capital Reduction and the effectiveness of the Scheme. If any such deadline is not met, Ophir will make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Salamander to extend the deadline in relation to the relevant Condition; and

(b)        in whole or in part, all or any of the above Conditions 3 and 4(a) to (j) (inclusive).

2.         Each of the Conditions will be regarded as a separate Condition and will not be limited by reference to any other Condition.

3.         The Transaction will lapse if the Scheme does not become effective by 11.59 p.m. on 30 June 2015 (or such later date as may be agreed between Ophir and Salamander).

4.         If Ophir is required by the Takeover Panel to make an offer for Salamander Shares under the provisions of Rule 9 of the Takeover Code, Ophir may make such alterations to any of the above Conditions and terms of the Transaction as are necessary to comply with the provisions of that Rule.

5.         Ophir will be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 3 and 4(a) to (j) (inclusive) by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Transaction may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

6.         Ophir reserves the right to elect to implement the acquisition of the entire issued and to be issued ordinary share capital of Salamander by way of a takeover offer (as such term is defined in section 974 of the 2006 Act) as an alternative to the Scheme.  In such event, the takeover offer will be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments including (without limitation), and if agreed with the Takeover Panel, the inclusion of an acceptance condition set at 90 per cent. of the shares to which such offer relates or such lower percentage, being more than 50 per cent., as Ophir may decide).

Further, if sufficient acceptances of such offer are received and/or sufficient Salamander Shares are otherwise acquired, it is the intention of Ophir to apply the provisions of the 2006 Act to acquire compulsorily any outstanding Salamander Shares to which such offer relates.

7.         If the Transaction is implemented by way of a takeover offer, the Salamander Shares acquired under the Offer will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after 24 November 2014.

8.         If prior to the Capital Reduction, any dividend or other distribution is declared or paid by Salamander, Ophir reserves the right (without prejudice to any other right of Ophir to invoke Condition 4(f) above) to reduce the consideration payable under the Transaction in respect of a Salamander Share by the aggregate amount of such dividend, distribution or payment by reducing the number of shares to be issued to Salamander Shareholders. Furthermore, Ophir reserves the right to reduce the consideration payable under the Transaction in respect of a Salamander Share in such circumstances as are, and by such amount as is, permitted by the Takeover Panel.

If any such dividend, distribution is paid or made before the Capital Reduction, or if Ophir exercises its rights described in this paragraph, any reference in this announcement to the consideration payable under the Transaction shall be deemed to be a reference to the consideration as so reduced.

To the extent that such a dividend, distribution or payment has been declared, announced but not paid prior to the Capital Reduction and such dividend, distribution or payment is cancelled, then the consideration shall not be subject to change in accordance with this paragraph.

Any exercise by Ophir of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Transaction.

9.         The Transaction will lapse if it is referred to the UK Competition Commission before 1.00 p.m. (London time) on or before the later of the date of the Court Meeting and the date of the General Meeting.  In such event, Salamander and Ophir will not be bound by the terms of the Scheme.

10.       The Transaction will lapse if the European Commission either initiates proceedings under Article 6(1)(c) of Council Regulation (EC) 139/2004 or makes a referral to a competent authority of the United Kingdom under Article 9(3)(b) of that Regulation and there is a subsequent reference to the UK Competition Commission, in either case before 1.00 p.m. (London time) on or before the later of the date of the Court Meeting and the date of the Salamander General Meeting.  In such event, Salamander and Ophir will not be bound by the terms of the Scheme.

11.       The Transaction will be governed by English law and be subject to the jurisdiction of the English courts and to the Conditions set out above and to be set out in the Scheme Document.

12.       The availability of the Transaction to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

13.       The New Ophir Shares to be issued pursuant to the Transaction have not been and will not be registered under the US Securities Act nor under any of the relevant securities laws of Canada, Japan, Australia or the Republic of South Africa. Accordingly, the New Ophir Shares may not be offered, sold or delivered, directly or indirectly, in the United States, Canada, Japan, Australia or South Africa, except pursuant to exemptions from applicable requirements of any such jurisdiction.

14.       The New Ophir Shares will be issued credited as fully paid and will rank pari passu in all respects with the existing Ophir Shares.

APPENDIX 2
SOURCES AND BASES OF INFORMATION

Unless otherwise stated in this announcement:

1.   the value attributed to the fully diluted issued share capital of Salamander is based on:

·    259,129,055 Salamander Shares in issue;

·    a maximum of 11,811,078 Salamander Shares subject to awards under the Salamander Share Schemes; and

·    all of the Salamander Convertible Bonds being "out of the money" with an exercise price that is higher than the offer price under the Transaction,

in each case as at 21 November 2014, being the last Business Day prior to the publication of this announcement;

2.   the value attributed to the issued share capital of Ophir is based on 584,705,568 Ophir Shares in issue as at 21 November 2014, being the last Business Day prior to the publication of this announcement;

3.   unless otherwise stated, all prices for Salamander and Ophir Shares have been derived from the Daily Official List and represent Closing Prices on the relevant date(s);

4.   the volume-weighted average Closing Price per Salamander Share of 88.1 pence per share from 25 September 2014 until 24 October 2014 is derived from data provided by Bloomberg;

5.   unless otherwise stated, the financial information relating to Ophir is extracted from the audited consolidated financial statements of Ophir for the relevant years, prepared in accordance with IFRS;

6.   unless otherwise stated, the financial information relating to Salamander is extracted from the audited consolidated financial statements of Salamander for the relevant years, prepared in accordance with IFRS;

7.   with respect to Ophir's contingent resources estimate set forth in this announcement, the probable commercial resources have been compiled by Ophir and are consistent with the resources published in Ophir's annual report and accounts for the financial year ended 31 December 2013; and

8.   with respect to the Salamander Group's reserves and certain contingent resources estimates set forth in this announcement: (i) proved and probable commercial reserves are based on reports produced by the Salamander Group's independent engineer, RPS Energy, and supplemented by the Salamander Group where necessary with additional and more recent information and (ii) contingent resources are also based on reports produced by the Salamander Group's independent engineer, RPS Energy, and have been supplemented by the Salamander Group where necessary with additional information.

APPENDIX 3
DETAILS OF  IRREVOCABLE UNDERTAKINGS

1.         Salamander Directors

The following Salamander Directors have given irrevocable undertakings to vote in favour of the resolutions relating to the Transaction at the Meetings (or in the event that the Transaction is implemented by takeover offer, to accept or procure the acceptance of such offer) and to vote against the SONA Disposal Shareholder Approval Resolution in relation to the following Salamander Shares:

James Menzies and Mike Buck have also undertaken in their irrevocable undertaking to procure (so far as they are able) that any Salamander Shares held by their respective family members and related trusts are voted (or not voted) in the same manner.

The irrevocable undertakings given by Salamander Directors will cease to be binding in the event that: (i) the Scheme lapses or is withdrawn in accordance with its terms and Ophir does not elect to implement the Transaction by way of a takeover offer or otherwise; or (ii) the Scheme has not become effective by 11.59 p.m. on 30 June 2015 (or such later time or date as agreed between Ophir and Salamander, with the approval of the Court and/or the Takeover Panel if required); or (iii) Ophir publicly confirms (including by means of withdrawing the recommendation of the board of Ophir to Ophir Shareholders to vote in favour of the Transaction) that it does not intend to proceed with the Transaction.

2.         Other Salamander Shareholders

The following Salamander Shareholders (being Salamander Shareholders that are not also Salamander Directors) have given irrevocable undertakings to vote in favour of the resolutions relating to the Transaction at the Meetings (or in the event that the Transaction is implemented by takeover offer, to accept or procure the acceptance of such offer) and to vote against the SONA Disposal Shareholder Approval Resolution in relation to the following Salamander Shares (in the case of SailingStone Capital Partners LLP, to the extent that it has discretionary voting authority in respect of such Salamander Shares at the time of such acceptance or vote):

The irrevocable undertakings given by Salamander Shareholders (being Salamander Shareholders that are not also Salamander Directors) will cease to be binding in the event that: (i) the Scheme Document is not sent to Salamander Shareholders within 28 days (or such longer period as Ophir and Salamander may agree) after the date of this announcement; or (ii) the Scheme lapses or is withdrawn in accordance with its terms and Ophir does not elect to implement the Transaction by way of a takeover offer or otherwise; or (iii) the Scheme has not become effective by 11.59 p.m. on 30 June 2015 (or, in the case of the irrevocable undertaking from SailingStone Capital Partners LLC only, such later time or date as agreed between Ophir and Salamander, with the approval of the Court and/or the Takeover Panel if required); or (iv) Ophir publicly confirms (including by means of withdrawing the recommendation of the board of Ophir to Ophir Shareholders to vote in favour of the Transaction) that it does not intend to proceed with the Transaction.

The irrevocable undertakings given by Salamander Shareholders (being Salamander Shareholders that are not also Salamander Directors) will also lapse if a third party announces a firm intention to make an offer under Rule 2.7 of the Takeover Code for the whole of the issued and to be issued ordinary share capital of Salamander (other than any such shares which at the date of the relevant offer are already held by the third party offeror) under which the amount or value of the consideration offered for each Salamander Share is not less than 10 per cent. greater than the value per Salamander Share offered pursuant to the Transaction, and (in the case of the  irrevocable undertaking from SailingStone Capital Partners LLC only) Ophir has not within 7 days of the time and date of making of the competing offer announced a revised offer which exceeds the value of the competing offer.

The following Salamander Shareholders (being Salamander Shareholders that are not also Salamander Directors) have given non-binding letters of intent to vote in favour of the resolutions relating to the Transaction at the Meetings (or in the event that the Transaction is implemented by takeover offer, to accept or procure the acceptance of such offer) and to vote against the SONA Disposal Shareholder Approval Resolution in relation to the following Salamander Shares:

APPENDIX 4
DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires:

All times referred to are London time unless otherwise stated.