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16 Oct 2014 13:15
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FORM 8.3
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2013
DEALINGS BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
1. KEY INFORMATION
Name of person dealing (Note 1)
| 1. Worldview Special Opportunities Master Fund
|
(See Appendix) | 2. Worldview EHS International Master Fund |
3. Worldview Special Situations Fund | |
4. Worldview International Management Ltd | |
5. Worldview Capital Management SA | |
Company dealt in | Petroceltic International Plc |
Class of relevant security to which the dealings being disclosed relate (Note 2) | Ordinary Shares |
Date of dealing | 15th October 2014 |
2. INTERESTS AND SHORT POSITIONS
(a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)
Long | Short | |||||
Number | (%) | Number | (%) | |||
(1) Relevant securities | 55,164,993 (25.81%) | |||||
(2) Derivatives (other than options) | ||||||
(3) Options and agreements to purchase/sell | ||||||
Total | 55,164,993 (25.81%) | |||||
(b) Interests and short positions in relevant securitiesof the company, other than the class dealt in (Note 3)
Class of relevant security: | Long | Short | ||||
Number | (%) | Number | (%) | |||
(1) Relevant securities | ||||||
(2) Derivatives (other than options) | ||||||
(3) Options and agreements to purchase/sell | ||||||
Total | ||||||
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3. DEALINGS (Note 4)
(a) Purchases and sales
Purchase/sale |
Number of relevant securities |
Price per unit (Note 5) |
Purchase | 189,544 | 206.9 pence |
(b) Derivatives transactions (other than options transactions)
Product name, e.g. CFD | Nature of transaction (Note 6) | Number of relevant securities (Note 7) | Price per unit (Note 5) |
(c) Options transactions in respect of existing relevant securities
(i) Writing,selling, purchasing or varying
Product name, e.g. call option | Writing, selling, purchasing, varying etc. | Number of securities to which the option relates (Note 7) | Exercise price | Type, e.g. American, European etc. | Expiry date | Option money paid/received per unit (Note 5) |
(ii) Exercising
Product name, e.g. call option | Number of securities | Exercise price per unit (Note 5) |
(d) Other dealings (including transactions in respect of new securities) (Note 4)
Nature of transaction (Note 8) | Details | Price per unit (if applicable) (Note 5) |
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4. OTHER INFORMATION
Agreements, arrangements or understandings relating to options or derivatives
Full detailsof any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any
relevant securities to which any derivative referred to on this form is referenced. If none,
this should be stated.
Voting Rights Agreement entered into with Mr. Lars Bader in respect of 7,773,532 (or 3.63%)
shares. The voting rights agreement provides that Worldview Capital Management SA is
entitled to exercise all voting rights, although it is not permitted to acquire any shares.
Is a Supplemental Form 8 attached?(Note 9) YES/NO
Date of disclosure | 16th October 2014 |
Contact name | Nik Tzanev |
Telephone number | +44 203 551 7650 |
If a connected EFM, name of offeree/offeror with which connected | |
If a connected EFM, state nature of connection (Note 10) |
Appendix to Form 8.3 dated 15th October 2014
(Disclosure Under Rule 8.3 of the Irish Takeover Panel Act 1997)
Worldview International Management Ltd is the manager and Worldview Capital Management SA is the investment manager for Worldview EHS International Master Fund, Worldview Special Opportunities Master Fund and Worldview Special Situations Fund LP. Worldview Capital Management LLP is a sub-advisor to the investment manager.
The interest in shares is held as follows:
- Worldview Special Situations Fund holds 870,000 shares (0.40%),
- Worldview EHS International Master Fund holds 21,798,218 shares (10.19%),
- Worldview Special Opportunities Master Fund holds 26,663,775 shares (12.47%),
- Worldview International Management Ltd controls 5,833,000 shares (2.72%) under Managed Account pursuant to an Investment Advisory Agreement;
- Worldview Capital Management SA controls 7,773,532 voting rights (3.63%) through a Voting Rights Agreement.
Total number of relevant securities owned and/or controlled is 62,938,525 (29.44%).
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