TIDMPCI
RNS Number : 2835V
Sunny Hill Limited
15 April 2016
For immediate release
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 SUCH JURISDICTION.
15 April 2016
ALL CASH OFFER
BY
SUNNY HILL LIMITED
FOR
PETROCELTIC INTERNATIONAL PLC
ACCEPTANCE CONDITION NOT SATISFIED
OFFER HAS LAPSED
On 24 March 2016, Sunny Hill Limited ("Sunny Hill"), a company
wholly owned by the Worldview Economic Recovery Fund, made an all
cash offer to acquire the entire issued and to be issued share
capital of Petroceltic International plc ("Petroceltic"), other
than the Petroceltic Shares in the beneficial ownership or control
of Worldview and/or any of the Worldview Funds, at a price of 3
pence per Petroceltic Share (the "Offer"). The full terms and
conditions of the Offer were set out in the Offer Document and
accompanying Form of Acceptance posted to Petroceltic Shareholders
on that date.
Capitalised terms or expressions used in this announcement have
the same meanings as given to them in the Offer Document, unless
the context requires otherwise.
Level of acceptances
As at 1.00 p.m. (Dublin time) on 14 April 2016 (being the
closing date and time of the Offer), Sunny Hill had received valid
acceptances of the Offer in respect of 82,329,157 Petroceltic
Shares, representing approximately:
(i) 54.6 per cent. of the Petroceltic Shares Affected (for the
purposes of the acceptance condition of the Offer as set out in
paragraph 2(a) (Acceptance Condition) of Part A of Appendix I to
the Offer Document); and
(ii) 38.5 per cent. of the issued share capital of Petroceltic.
Interests in relevant securities
As at the close of business on (i) 22 December 2015 (being the
last date prior to the commencement of the Offer Period) and (ii)
14 April 2016 (being the last practicable date prior to this
announcement), the Worldview Group was interested, in aggregate, in
63,362,862 Petroceltic Shares, representing, in aggregate,
approximately 29.6 per cent. of the issued share capital of
Petroceltic. These shares were excluded from the Offer.
As at the close of business on (i) 22 December 2015 (being the
last date prior to the commencement of the Offer Period) and (ii)
14 April 2016 (being the last practicable date prior to this
announcement), Mr Milan Stojanovic, a Senior Adviser at Worldview
Capital Management, was interested in 1,045 Petroceltic Shares,
representing approximately 0.00049 per cent. of the issued share
capital of Petroceltic. These shares have been assented to the
Offer and are included in the level of acceptances set out
above.
The percentages of Petroceltic Shares referred to in this
announcement are based upon figures of 214,094,301 Petroceltic
Shares in issue, and 150,731,439 Petroceltic Shares Affected, as at
close of business on 14 April 2016 (being the last practicable date
prior to this announcement).
Lapsing of Offer
The Offer was made subject to valid acceptances being received
(and not, where permitted, withdrawn) by not later than 1.00 p.m.
(Dublin time) on 14 April 2016 (or such later time(s) and/or
date(s) as Sunny Hill may, subject to the Irish Takeover Rules,
decide) in respect of not less than 90 per cent. (or such lesser
percentage as Sunny Hill may decide) in nominal value of the
Petroceltic Shares Affected, provided that this condition shall not
be satisfied unless Sunny Hill shall have acquired or agreed to
acquire (whether pursuant to the Offer or otherwise) such number of
Petroceltic Shares which, when aggregated with all Petroceltic
Shares beneficially owned or controlled by Worldview and/or any of
the Worldview Funds, carry more than 50 per cent. of the voting
rights then exercisable at a general meeting of Petroceltic.
As valid acceptances of the Offer, representing only
approximately 54.6 per cent. of the Petroceltic Shares Affected
were received by the closing date and time, the acceptance
condition has not been satisfied and the Offer has lapsed.
Accordingly, the Offer is no longer capable of further
acceptance and accepting Petroceltic Shareholders and Sunny Hill
have ceased to be bound by acceptances made and received before the
closing date and time.
Return of acceptances
In accordance with the terms of the Offer, (i) in the case of
Petroceltic Shares held in certificated form, completed Forms of
Acceptance, share certificates and/or other documents of title will
be returned, by post, within 14 calendar days, in each case, to the
person or agent whose name and address is set out in Box 1 of the
relevant Form of Acceptance at the risk of the person or agent
concerned; and (ii) in the case of Petroceltic Shares held in
uncertificated form, the Receiving Agent will as soon as reasonably
practicable give TFE instructions to Euroclear to transfer all
relevant Petroceltic Shares held in the escrow balance and in
relation to which it is the escrow agent for the purposes of the
Offer to the original available balances of the Petroceltic
Shareholders concerned.
Enquiries:
Sunny Hill Limited (enquiries Tel: +44 (0)20
via Hudson Sandler) 7796 4133
Angelo Moskov
Strand Hanson Limited Tel: +44 (0)20
(Joint Financial Adviser to 7409 3494
Sunny Hill and Worldview)
Stuart Faulkner
Matthew Chandler
James Dance
Hannam & Partners (Advisory) Tel: +44 (0)20
LLP 7907 8500
(Joint Financial Adviser to
Sunny Hill and Worldview)
Neil Passmore
Giles Fitzpatrick
Andrew Chubb
Hudson Sandler Tel: +44 (0)20
(PR Advisers to Sunny Hill and 7796 4133
Worldview)
Charlie Jack
Emily Dillon
The directors of Sunny Hill accept responsibility for the
information contained in this announcement. To the best of the
knowledge and belief of the directors of Sunny Hill (who have taken
all reasonable care to ensure that such is the case), the
information contained in this announcement for which they are
responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The directors of Worldview accept responsibility for the
information contained in this announcement. To the best of the
knowledge and belief of the directors of Worldview (who have taken
all reasonable care to ensure that such is the case), the
information contained in this announcement for which they are
responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Strand Hanson Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting as
joint financial adviser to Sunny Hill and Worldview and no one else
in relation to the matters described in this announcement and is
not advising any other person, and accordingly will not be
responsible to anyone other than Sunny Hill and Worldview for
providing the protections afforded to its clients or for providing
advice in relation to the matters described in this
announcement.
Hannam & Partners (Advisory) LLP, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as joint financial adviser to Sunny Hill and Worldview
and no one else in relation to the matters described in this
announcement and is not advising any other person, and accordingly
will not be responsible to anyone other than Sunny Hill and
Worldview for providing the protections afforded to its clients or
for providing advice in relation to the matters described in this
announcement.
General
This announcement is not intended to, and does not, constitute
or form part of (i) any offer (including the Offer) or invitation
to purchase or otherwise acquire, subscribe for, tender, exchange,
sell or otherwise dispose of any securities, (ii) the solicitation
of any offer (including the Offer) or invitation to purchase or
otherwise acquire, subscribe for, tender, exchange, sell or
otherwise dispose of any securities or (iii) the solicitation of
any vote or approval in any jurisdiction in respect of any offer
(including the Offer) or otherwise.
The distribution of this announcement in or into certain
jurisdictions may be restricted by the laws of those jurisdictions.
Accordingly, copies of this announcement and all other documents
relating to the Offer are not being, and must not be, mailed or
otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction. Persons receiving such documents
(including, without limitation, nominees, trustees and custodians)
should observe these restrictions. Failure to do so may constitute
a violation of the securities laws of any such jurisdiction.
This announcement has been prepared for the purposes of
complying with Irish law, the Irish Takeover Rules, the AIM Rules,
the ESM Rules and all other applicable rules and regulations of the
Irish Stock Exchange and the London Stock Exchange and (save for
the AIM Rules and any applicable rules and regulations of the
London Stock Exchange, which are matters of English law and
regulation) the information disclosed may not be the same as that
which would have been disclosed if this announcement had been
prepared in accordance with the laws and regulations of any
jurisdiction outside of Ireland.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OLALLFEDSEISLIR
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April 15, 2016 02:00 ET (06:00 GMT)
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