Member Info for SunnyRain

(i) subsequent to the announcement of the Strategic Review on 23 December 2015, Sunny Hill made the Offer, thereby highlighting to any potential offeror that Worldview has, by virtue of the number of Ordinary Shares held by Worldview and the Worldview Funds, the ability to block any such potential offeror from acquiring 100% of the existing Ordinary Shares and, to date, no competing offer or possible offer has been made or announced; Is this correct.?

Only. 2 outcomes........ok...... (a) the Board believes, and has been advised, that there are only two realistic outcomes to the Examinership process for the Petition Companies, being: (i) a successful outcome for all the Petition Companies (i.e. the Proposed Examiner is appointed and he then makes Proposals that are confirmed by the Court), in which case the Board believes, for the reasons set out at paragraph 3 above, that those proposals would very likely result in all Ordinary Shares held by Petroceltic Shareholders (other than Ordinary Shares held by any person who agrees to invest in the Company under the Proposals) being cancelled for no consideration; or (ii) an unsuccessful outcome for all the Petition Companies (i.e. the Proposed Examiner is not appointed or he is appointed and (A) no Proposals are forthcoming or (B), if they are forthcoming, those Proposals are not confirmed by the Court or (C) the Petition Companies are unable to continue to trade), in which case the result is likely to be immediate commencement of winding-up of the Petition Companies and, in which case the Board believes, for the reasons set out at paragraph 3 above, that it would be very unlikely that Shareholders would realise any value with respect to their holdings of Ordinary Shares; and (b) the Board believes that it is unlikely there will be an offer for the entire issued and to be issued share capital of Petroceltic other than the Offer by Sunny Hill for the following reasons: (i) subsequent to the announcement of the Strategic Review on 23 December 2015, Sunny Hill made the Offer, thereby highlighting to any potential offeror that Worldview has, by virtue of the number of Ordinary Shares held by Worldview and the Worldview Funds, the ability to block any such potential offeror from acquiring 100% of the existing Ordinary Shares and, to date, no competing offer or possible offer has been made or announced; and (ii) in any event, given that Petroceltic is currently in an Examinership process, the Board believes that any potential acquirer of, or investor in, the Group other than Worldview would be far more likely to invest through that process (given the potential benefits offered by the statutory process) rather than by way of an offer to acquire the entire issued and to be issued share capital of Petroceltic.

The Board notes the statement by Sunny Hill in its Offer Document (at page 11) that: "Worldview intends to approach Petroceltic and the interim examiner with a proposal to restructure the Senior Bank Facility, as part of a wider restructuring of Petroceltic's capital structure, either pursuant to an examinership scheme of arrangement or as a standalone restructuring, which, amongst other consequences, could lead to the cancellation of the entire issued share capital of Petroceltic for no consideration and/or the potential conversion of a significant proportion of the outstanding debt into new ordinary shares in the capital of Petroceltic and consequent dilution for existing Petroceltic Shareholders."

The Company has been advised that if any Proposals made by the Examiner with respect to Petroceltic were to envisage the impairment of any interest or claim of any creditor of Petroceltic as at the date of presentation of the Petition, then it would be very likely that those Proposals would also envisage that, if the Proposals were subsequently to be approved by the Court, all Ordinary Shares (other than Ordinary Shares held by any person who agrees to invest in the Company under the Proposals) would be cancelled for no consideration.

If any Proposals with respect to one or more Petition Companies are approved by the Court, the Court protection for the relevant Petition Company would be lifted on the date that the Court appoints for the compromise or scheme of arrangement with respect to the Petition Company to come into force. Consequences for Shareholders if the Proposed Examiner is appointed and (a) his Proposals are confirmed by the Court; (b) no Proposals are forthcoming or (c) those Proposals are not confirmed by the Court As at the time of presentation of the Petition on 4 March 2016, Petroceltic had outstanding liabilities in excess of US$250 million.

The Court will not confirm any Proposals with respect to a Petition Company unless: (a) at least one class of creditors of the Petition Company whose interests or claims would be impaired by implementation of the Proposals with respect to that Petition Company has accepted the proposals, and (b) the Court is satisfied that: (i) the Proposals are fair and equitable in relation to any class of members or creditors of the Petition Company that has not accepted the Proposals and whose interests or claims would be impaired by implementation; and (ii) the Proposals are not unfairly prejudicial to the interests of any interested party, and in any case shall not confirm any Proposals if the sole or primary purpose of them is the avoidance of payment of tax due. If confirmed, the Proposals with respect to a Petition Company will become binding on the members and creditors of that Petition Company regardless as to how those members and creditors voted at the respective meetings.

The role of the Proposed Examiner (if appointed) The main role of the Proposed Examiner (if appointed) (being the "Examiner") with respect to each Petition Company will be to: · examine the Petition Company's finances; · establish what parts of the Petition Company's business can be rescued; and · negotiate with investors, creditors and other relevant stakeholders in order to prepare proposals for a compromise or scheme of arrangement that will facilitate the Petition Company's survival (the "Proposals"). During the Examinership Period, each Petition Company must continue to meet its debts and liabilities as they arise. Once the Examiner has formulated the Proposals (if any), he will convene meetings of separate classes of members and creditors of each Petition Company, at which meetings the members and creditors of each Petition Company will consider those Proposals insofar as they relate to that Petition Company. Each class of member and creditors for each Petition Company will have separate meetings and must then vote either in favour of or against those Proposals. When all of the class meetings have been held, there will be a hearing of those Proposals before the Court, which must sanction the Proposals before they become binding on the members and creditors of each Petition Company.

Hope these pointers have set you on a course...... please read carefully from the front to back....... Back to front.....

Well we know an undisclosed third party has acquired some of the bank facility.

In principle, it is possible that a potential acquirer of, or investor in, the Group (including Worldview) might, as an investor under any proposals put forward under the Examinership process or as part of a separate restructuring outside the Examinership process, agree to discharge all outstanding liabilities of the Petition Companies as at the time of presentation of the Petition and to allow Shareholders to retain all or some of their Ordinary Shares following that transaction becoming effective

A person interested in 1% or more of any class of relevant securities of Petroceltic may have disclosure obligations under Rule 8.3 of the Irish Takeover Rules.

Davy, which is authorised and regulated in Ireland by the Central Bank, is acting exclusively for Petroceltic and for no one else in connection with the matters set out in the Response Circular. In connection with such matters, Davy, its affiliates and its and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Petroceltic for providing the protections afforded to its clients or for providing advice in connection with the contents of the Response Circular or any matter referred to herein.

Petroceltic, along with PIL and PATL, (together, the "Petition Companies") are currently in Examinership. Examinership is an Irish company law rescue procedure for companies that are either insolvent or close to insolvency, involving a court enforced moratorium on creditor action.

If the Court were to refuse to appoint the Proposed Examiner to the Petition Companies, then in circumstances where such companies were insolvent, without the prospect of securing further funding, the directors of the each Petition Company would need to take immediate steps to place the relevant Petition Company into liquidation. The Board believes that if an order was to be made for the winding up of Petroceltic in those circumstances, it would be very unlikely that Shareholders would realise any value with respect to their holdings of Ordinary Shares.

Petition to appoint the Proposed Examiner and consequences for Shareholders if the Proposed Examiner is not appointed At the hearing of the Petition, creditors and members of the Petition Companies will be afforded the opportunity to make representations to the Court in respect of the application to appoint the Proposed Examiner to the Petition Companies. The Court will generally refuse to appoint an examiner at the hearing of a petition if it cannot be demonstrated that such an appointment will facilitate the survival of the relevant company. If the Court were to refuse to appoint the Proposed Examiner to the Petition Companies, then in circumstances where such companies were insolvent, without the prospect of securing further funding, the directors of the each Petition Company would need to take immediate steps to place the relevant Petition Company into liquidation. The Board believes that if an order was to be made for the winding up of Petroceltic in those circumstances, it would be very unlikely that Shareholders would realise any value with respect to their holdings of Ordinary Shares.

DYOR

On 4 April 2016, counsel for Worldview EHS International Master Fund requested a short adjournment for the Petition hearing scheduled for that day. The hearing of the Petition is currently scheduled for Friday, 8 April 2016. However, on 4 April 2016, the Court confirmed the extension of court protection for the Petition Companies until 8 April 2016.

Adjourned till 8th Tomorrow

ABOUT THE EXAMINERSHIP PROCESS Basis for appointment of an examiner or an interim examiner Examinership is a rescue procedure under the Irish Companies Acts for a company that is either insolvent or close to insolvency that, on a successful conclusion of the process, usually involves new investment into the company and a forced write down of the company's liabilities. The examiner's proposals (see further at paragraph 3.3 below) must be presented to the court within 100 days from the date of presentation of the petition to appoint the examiner. During this time, there is a prohibition on any enforcement action being taken by any creditor (including secured creditors) against the company. Court protection can be extended beyond this 100 day period if the confirmation hearing (at which the court will decide whether to confirm the examiner's proposals) takes place after the initial 100 day period has concluded. Under the Irish Companies Acts, a petition to appoint an examiner can be presented by a number of parties, including any member of a company holding at least 10 per cent. of the paid up capital of the company. This was the basis on which Worldview EHS International Master Fund stated that it presented the Petition to Court on 4 March 2016. Following presentation of the Petition, the Court fixed 4 April 2016 as the date for the hearing of the Petition.

On 4 April 2016, counsel for Worldview EHS International Master Fund requested a short adjournment for the Petition hearing scheduled for that day. The hearing of the Petition is currently scheduled for Friday, 8 April 2016. However, on 4 April 2016, the Court confirmed the extension of court protection for the Petition Companies until 8 April 2016.