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Statement regarding a possible offer

22 Jan 2016 10:00

RNS Number : 7185M
Worldview Capital Management LLP
22 January 2016
 

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.

this announcement is not an announcement of a firm intention to make an offer under rule 2.5 of the irish takeover panel act 1997, takeover rules 2013 ("irish takeover rules") and there can be no certainty that an offer will be made, nor as to the terms on which any offer will be made.

For immediate release

Worldview International Management Limited SEZC

("Worldview")

 

Statement regarding a possible offer for Petroceltic International PLC

London - 22 January 2016 - Worldview announces that it is in the process of evaluating and preparing for a possible, all cash, offer (the "Possible Offer") for the entire issued and to be issued share capital of Petroceltic International plc ("Petroceltic" or the "Company"), other than shares already in the beneficial ownership of certain alternative investment funds under its discretionary management (the "Worldview Funds").

 

Worldview, a private investment management firm incorporated in the Cayman Islands, which provides discretionary investment management and advisory services, is currently interested via the Worldview Funds, in aggregate, in 63,363,907 ordinary shares of €0.3125 each in the capital of Petroceltic ("Petroceltic Share"), representing approximately 29.6 per cent. of the Company's issued share capital.

Worldview would like to emphasise that its evaluation of Petroceltic is ongoing and there can be no certainty at this stage that any offer for Petroceltic will ultimately be made, nor as to the terms of any such offer should one be forthcoming. This announcement does not amount to a firm intention to make an offer under Rule 2.5 of the Irish Takeover Rules and there can be no certainty that an offer will be made.

Shareholders in Petroceltic are reminded that, further to the Company's announcement of 23 December 2015, it remains in an 'offer period', within the meaning of the Irish Takeover Rules, and the attention of Petroceltic's shareholders is drawn to the disclosure requirements of Rule 8 of the Irish Takeover Rules as summarised below.

A further announcement will be made in due course as and when appropriate.

- ENDS -

Enquiries:

Strand Hanson Limited

(Joint Financial Adviser to Worldview)

Stuart Faulkner

Matthew Chandler

James Dance

 

Tel: +44 (0)20 7409 3494

Hannam & Partners (Advisory) LLP

(Joint Financial Adviser to Worldview)

Neil Passmore

Giles Fitzpatrick

 

Tel: +44 (0)20 7907 8500

Hudson Sandler

Charlie Jack

Emily Dillon

 

Tel: +44 (0)20 7796 4133

Responsibility Statement

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 is in accordance with the facts and does not omit anything likely to affect the import of such information.

Disclosure Requirements Under the Irish Takeover Rules

Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of Petroceltic, all 'dealings' in any 'relevant securities' of Petroceltic (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by not later than 3:30 p.m. (Irish time) on the 'business' day following the date of the relevant transaction. This requirement will continue until the date on which the 'offer period' ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an 'interest' in 'relevant securities' of Petroceltic, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules. 

Under the provisions of Rule 8.1 of the Irish Takeover Rules, all 'dealings' in 'relevant securities' of Petroceltic by Worldview, or by any party acting in concert with it, must also be disclosed by no later than 12:00 noon (Irish time) on the 'business' day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.

Interests in securities arise, in summary, when a person has a long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Irish Takeover Rules, which can be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020 or fax number +353 1 678 9289.

Other

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser to Worldview 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 the Worldview for providing the protections afforded 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 Worldview 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 Worldview for providing the protections afforded to its clients or for providing advice in relation to the matters described in this announcement.

This announcement does not constitute an offer to purchase any securities, or an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer to purchase or sell securities in any jurisdictions in which such an offer, solicitation or sale would be unlawful. The release, distribution or publication of this announcement in jurisdictions outside Ireland or the United Kingdom may be restricted by law and therefore any persons into whose possession this announcement comes should inform themselves about, and observe, any applicable requirements. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction.

 

Website Disclosure

 

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at sunnyhill.co by no later than 12 noon (Irish time) on 25 January 2016. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

 

Notes to Editors:

Worldview (www.worldviewcap.com) is an investment management group based in the Cayman Islands, UK (FCA authorised) and the USA, which holds approximately 29.6 per cent. of the issued share capital of Petroceltic International plc, a company whose shares are listed on the AIM market of the London Stock Exchange (AIM: PCI) and the Enterprise Securities Market of the Irish Stock Exchange.

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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