PCI.L Regulatory News (PCI)

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Petroceltic International plc

Result of Placing - US$60 million (£37 million) raised

Petroceltic International plc ("Petroceltic"), is pleased to announce the completion of the equity placing announced yesterday afternoon (the "Placing"). A total of 351,000,000 new Ordinary Shares of the Company (the "Placing Shares") have been conditionally placed by Merrill Lynch International ("BofA Merrill Lynch"), J&E Davy ("Davy") and Mirabaud Securities LLP ("Mirabaud") acting as joint bookrunners (the "Joint Bookrunners") in relation to the Placing at a price of 10.5 pence each, to raise approximately US$60 million (£37 million) before commissions and expenses.

The Placing Shares equal, in number, approximately 17 per cent. of the Ordinary Shares in issue immediately before the Placing. The Placing Shares will be issued credited as fully paid and will rank pari passu with the existing Ordinary Shares.

Certain directors of Petroceltic will subscribe for the following Placing Shares:

The Company will apply for admission of the Placing Shares to be traded on the AIM market of the London Stock Exchange and the Enterprise Securities Market of the Irish Stock Exchange ("Admission"). It is expected that Admission will take place and that trading will commence on or around 13 June 2011.

The Placing is conditional upon, inter alia, Admission becoming effective and upon the passing of the Resolution at the Company's Extraordinary General Meeting proposed to be convened for on or around 10 June 2011. The Placing is also conditional on the Placing Agreement between the Company and the Joint Bookrunners becoming unconditional and not being terminated in accordance with its terms. It is anticipated that the settlement date will be on or around 13 June 2011.

Following Admission, Petroceltic's issued share capital will consist of 2,365,355,049 Ordinary Shares of €0.0125c each. On a poll, each Ordinary Share confers one vote and therefore the total number of Ordinary Shares in Petroceltic to which voting rights are attached on the basis of one vote per Ordinary Share held will be 2,365,355,049 on completion of the Placing. The above total voting rights figure of 2,365,355,049 may be used by shareholders as the denominator for the calculations by which they can determine whether they are required to notify their interests in, or a change to their interest in, the Company under the Irish Companies Act 1990 and the ESM Rules for Companies.

Capitalised terms used, but not defined in this announcement have the same meanings as set out in the announcement released by the Company earlier today in relation to the Placing.

Enquiries:

This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction, including, without limitation, the United States, Canada or Japan, in which such offer, solicitation or sale is or may be unlawful prior to registration or qualification under the securities laws of any such jurisdiction (a "Prohibited Jurisdiction"). This Announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. This Announcement has been issued by and is the sole responsibility of the Company. 

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or by any of their respective Affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefor is expressly disclaimed.

BofA Merrill Lynch, which is authorised and regulated in the United Kingdom by the FSA, is acting for the Company and for no-one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to customers of BofA Merrill Lynch or for providing advice to any other person in relation to the Placing or any other matter referred to herein. 

Davy, which is regulated in Ireland by the Central Bank of Ireland, is acting for the Company and for no-one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Davy or for providing advice to any other person in relation to the Placing or any other matter referred to herein.

Mirabaud Securities LLP, which is authorised and regulated in the United Kingdom by the FSA, is acting for the Company and for no-one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Mirabaud Securities LLP or for providing advice to any other person in relation to the Placing or any other matter referred to herein.

The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by Petroceltic or the Joint Bookrunners that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Petroceltic and the Joint Bookrunners to inform themselves about, and to observe such restrictions.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

This Announcement is not for distribution, directly or indirectly, in or into the United States (such term to be understood throughout this Announcement as including the United States' territories and possessions, any state of the United States and the District of Columbia), Canada, Japan or any jurisdiction into which the same would be unlawful. This Announcement does not constitute or form part of an offer or solicitation to acquire shares in the capital of the Company in the United States, Canada, Japan or any jurisdiction in which such an offer or solicitation is unlawful. In particular, the Placing Shares referred to in this Announcement have not been, and will not be, registered under the Securities Act or under the securities legislation of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Placing Shares referred to in this Announcement are being offered and sold outside the United States in offshore transactions (as defined in Regulation S under the Securities Act ("Regulation S") meeting the requirements of Regulation S. No public offering of securities of the Company will be made in connection with the Placing in the United Kingdom, the United States, Australia, Canada, Japan, South Africa or elsewhere. 

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under the securities laws of any state, province or territory of Australia, Canada or Japan.

Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Japan or any other jurisdiction outside the United Kingdom and Ireland.

Residents of South Africa are subject to exchange control regulations as issued from time to time by the Exchange Control Division of the SARB and are advised to seek independent advice regarding any permissions that may be required of the Exchange Control Division of the SARB with regard to the acquisition of Placing Shares by any resident of South Africa. To the extent that Placing Shares are offered for subscription, acquisition or sale in South Africa, such offer is being effected in terms of section 144 of the South African Companies Act and does not constitute an offer to the public or any sector of the public within the meaning of the South African Companies Act.

This Announcement relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority "DFSA"). This Announcement is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this Announcement nor taken steps to verify the information set forth herein and has no responsibility for this Announcement. The Placing Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective subscribers of the Placing Shares offered should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this Announcement you should consult an authorised financial adviser.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM and the ESM. Neither the content of Petroceltic's website nor any website accessible by hyperlinks on Petroceltic's website is incorporated in, or forms part of, this announcement.