Rec.Desire Merger Offer-Pt.1.

GAELIC RESOURCES PLC 27 August 1999 PART 1 This announcement is not for release, publication or distribution in or into the United States, Canada, Australia or Japan. Proposed merger of Desire Petroleum plc and Gaelic Resources Public Limited Company The boards of Desire and Gaelic announce that they have agreed the terms of a proposed merger between the two companies. - The Merger will be effected by means of a recommended offer by SG Securities on behalf of Desire to acquire the issued and to be issued ordinary share capital of Gaelic not already owned by Desire, with accepting Gaelic Shareholders receiving one New Desire Share for every eighteen Gaelic Shares held. - Based on Desire's closing middle market share price of 30.5p on 16 June 1999 (the last dealing day prior to the commencement of the Merger Offer Period), the Merger Offer values Gaelic's existing issued ordinary share capital at approximately £16.3 million and each Gaelic Share at approximately 1.69p which represents a premium of 35.6 per cent. to the closing middle market price of 1.25p per Gaelic Share on 16 June 1999. - Based on Desire's closing middle market share price of 24.0p on 26 August 1999 (the last dealing day prior to the announcement of the Merger), the Merger Offer values Gaelic's existing issued ordinary share capital at approximately £12.8 million and each Gaelic Share at approximately 1.33p which represents a premium of 6.7 per cent. to the closing middle market price of 1.25p per Gaelic Share on 26 August 1999. - Following the Merger, Desire Shareholders will in aggregate hold approximately 48.2 per cent. of the Merged Group and Gaelic Shareholders approximately 51.8 per cent. of the Merged Group (prior to the exercise of any Gaelic Warrants or options over shares in Gaelic or options over shares in Desire). - The Merged Group will have a market capitalisation of approximately £23.6 million based on Desire's closing middle market share price 24.0p on 26 August 1999. - Dr Colin Phipps will become Chairman of the Merged Group. The rest of the Merged Group's board will comprise Dr John Martin, Dr Ian Duncan and Mr Stephen Phipps from Desire and Mr Ian Forrest and Dr David Quick from Gaelic. Commenting on today's announcement, Dr John Martin, a director of Desire, said: 'Although the analysis of all the results from the first six wells drilled in the North Falkland Basin, in two of which Desire had an interest, is not yet complete, it is already clear to the Desire Directors that considerable quantities of good quality oil have been generated in the source rocks of the basin. Unfortunately the conclusion of the first round of drilling in the North Falkland Basin coinciding with a dramatic fall in the oil price led to the departure of the drilling rig, the Borgny Dolphin. Although the oil price has recovered in recent months, it will be some time before the industry is ready to return to drill in the North Falkland Basin. Accordingly, Desire has been seeking additional opportunities, which are currently active. After reviewing a considerable number of proposals, the Desire Directors concluded that Gaelic's Portuguese acreage with an existing gas discovery from the Aljubarrota No.2 well in the Lusitanian Basin, offered the best prospects for early success.' Also commenting on the announcement, Mr Ian Forrest, Chairman of Gaelic, said: 'While the results of the Aljubarrota No. 2 well, which discovered gas in Portugal earlier this year, were encouraging, a complex and costly programme would be required to appraise the discovery and bring it to eventual production. The merger with Desire will provide the funds and expertise to pursue such action and in addition will offer Gaelic's shareholders exposure to high potential exploration plays in the Falklands as well as giving rise to cost savings.' The above summary should be read in conjunction with the full text of the following announcement. Enquiries: Desire Petroleum Dr John Martin (+44 1684 892242) Dr Colin Phipps Gaelic Resources Dr David Quick (+44 1684 892550) SG Securities (London) Ltd Andrew Osborne (+44 171 522 1021) (Advisers to Desire) Luke Morton (+44 171 762 5022) Davy Corporate Finance Limited Hugh McCutcheon (+353 1 679 6363) (Advisers to Gaelic) Millham Communications Simon Rothschild (+44 171 256 5756) Judith Parry This announcement has been approved by SG Securities for the purposes of Section 57 of the Financial Services Act 1986. SG Securities, which is regulated in the UK by The Securities and Futures Authority Limited, is acting for Desire and no-one else in connection with the Merger and will not be responsible to anyone other than Desire for providing the protections afforded to customers of SG Securities or for providing advice in relation to the Merger. Davy Corporate Finance, which is regulated in Ireland by the Central Bank of Ireland, is acting for Gaelic and no-one else in connection with the Merger and will not be responsible to anyone other than Gaelic for providing the protections afforded to customers of Davy Corporate Finance or for providing advice in relation to the Merger. In this announcement all monetary values are given in pounds and pence sterling unless stated otherwise and closing middle market prices for Desire Shares are derived from the Daily Official List of the London Stock Exchange and closing middle market prices for Gaelic shares are as quoted on the Stock Exchange Automated Quotation system of the London Stock Exchange. Copies of this announcement must not be distributed in or into, the United States, Canada, Australia or Japan. The New Desire Shares have not been and will not be registered under the United States Securities Act of 1933, as amended, nor under the laws of any State of the United States, and the relevant clearances have not been and will not be obtained from the relevant authorities in Canada, Australia or Japan, and accordingly the New Desire Shares may not be offered, sold or delivered, directly or indirectly, in or into such jurisdictions except pursuant to exceptions from applicable requirements of such jurisdictions. Proposed merger of Desire Petroleum plc and Gaelic Resources Public Limited Company 1. Introduction On 17 June 1999 it was announced that Desire and Gaelic were in discussions with a view to effecting a merger on the basis of an agreed exchange ratio of one Desire Share for every eighteen Gaelic Shares. It was further announced on 23 July 1999 that any merger would be effected by a share offer by Desire for Gaelic. Following further discussions, the two boards can now announce that they have agreed the terms of the proposed Merger. The Merger will be effected by means of a recommended offer for Gaelic by SG Securities on behalf of Desire, subject to the conditions and on the further terms set out in Appendix I of this announcement, the Merger Offer Document and the Form of Acceptance. Under the Merger Offer, Gaelic Shareholders will receive, for every eighteen Gaelic Shares held, one New Desire Share, resulting in Gaelic Shareholders holding approximately 51.8 per cent. of the enlarged issued share capital of Desire (assuming full acceptance of the Merger Offer and no exercise of options over shares in Gaelic or Gaelic Warrants or options over shares in Desire). Desire Shareholders will retain their existing Desire Shares resulting in existing Desire Shareholders holding approximately 48.2 per cent. of the enlarged issued share capital of Desire (assuming full acceptance of the Merger Offer and no exercise of options over shares in Gaelic or Gaelic Warrants or options over shares in Desire). On a pro forma basis, assuming full acceptance of the Merger Offer, the combined market capitalisation of the Merged Group based on a share price of 24.0p per Desire Share on 26 August 1999 (the last dealing day prior to the announcement of the Merger) following completion of the Merger is expected to be approximately £23.6 million. The formal Merger Offer Document, Form of Acceptance and Admission Document will be despatched to Gaelic and Desire Shareholders as soon as practicable. In view of the size of the Merger, it is conditional on the approval of Desire Shareholders at an Extraordinary General Meeting, a notice of which will be included in the Admission Document. 2. The Merger Offer On behalf of Desire, SG Securities hereby offers to acquire, on the terms and subject to the conditions set out or referred to in this announcement, the Merger Offer Document and the Form of Acceptance, all of the Gaelic Shares other than those already owned by Desire on the following basis: for every 18 Gaelic Shares 1 New Desire Share and so in proportion for any other number of Gaelic Shares held. The Merger Offer values the whole of the issued ordinary share capital of Gaelic at £12.8 million, based on the closing middle market price of 24.0p per Desire Share on 26 August 1999 (the last dealing day prior to the announcement of the Merger). The Merger Offer represents a premium of 35.6 per cent. based on the closing middle market prices of 30.5p per Desire Share and 1.25p per Gaelic Share on 16 June 1999 (the last dealing day prior to the commencement of the Merger Offer Period) and a premium of 6.7 per cent. based on the closing middle market price of 24.0p per Desire Share and 1.25p per Gaelic Share on 26 August 1999 (the last dealing day prior to announcement of the Merger). Full acceptance of the Merger Offer would involve the issue of approximately 50.9 million New Desire Shares, representing approximately 51.8 per cent. of the enlarged issued share capital of Desire, assuming no exercise of options under the Desire Share Option Scheme and no exercise of Gaelic Warrants or options over Gaelic Shares under the Gaelic Share Option Scheme and assuming no other issue of shares by either Gaelic or Desire. The New Desire Shares issued pursuant to the Merger Offer will be issued credited as fully paid and will rank pari passu in all respects with the Existing Desire Shares, including the right to receive all dividends and distributions hereafter declared, made or paid on such shares. The Gaelic Shares will be acquired free from all liens, charges, encumbrances and other interests and together with all rights now or hereafter attaching to them including the right to receive all dividends and other distributions hereafter declared, made or paid on such shares. Fractions of New Desire Shares will not be allotted to Gaelic Shareholders who accept the Merger Offer (including such holders who are deemed to accept the Merger Offer) but will be aggregated and sold in the market and the net proceeds of the sale will be retained for the benefit of the Merged Group. 3. Recommendation The Desire Board (excluding Dr Colin Phipps who is a director of both Desire and Gaelic and who has abstained from participating in the Desire Board decision to recommend the Merger Offer to Desire Shareholders), who have received financial advice from SG Securities, consider that the terms of the Merger Offer are fair and reasonable so far as Desire Shareholders as a whole are concerned. In providing advice to the Board, SG Securities has taken into account the Desire Board's commercial assessment of the Merger. Accordingly, the Desire Directors (excluding Dr Colin Phipps) unanimously recommend Desire Shareholders to vote in favour of the resolutions to be proposed at the Extraordinary General Meeting of Desire. The Desire Directors intend to vote in favour of the resolutions in respect of their own beneficial holdings of 14,336,600 Existing Desire Shares in aggregate, representing approximately 30.3 per cent. of the existing issued share capital of Desire. The Independent Directors of Gaelic, who have been so advised by Davy Corporate Finance, consider the terms of the Merger Offer to be fair and reasonable. In providing advice to the Independent Directors, Davy Corporate Finance has taken into account the Independent Directors' commercial assessments of the Merger. Accordingly, the Independent Directors unanimously recommend Gaelic Shareholders to accept the Merger Offer as they (together with their immediate families and connected persons) intend to do in respect of 144,129,585 Gaelic Shares in aggregate, representing approximately 15.0 per cent. of the issued ordinary share capital of Gaelic in which they have a beneficial interest. 4. Information on Desire Desire is an independent oil and gas exploration company registered in England. It was established in May 1996 to participate in the first round of petroleum production licensing offshore the Falkland Islands. Desire was admitted to AIM on 27 May 1998. The first phase of exploration drilling in the North Falkland Basin commenced in April 1998. Six wells were drilled in total, in two of which Desire participated. Although no economic accumulations of hydrocarbons were discovered, the drilling programme demonstrated the existence of extensive, high-quality hydrocarbon source rocks and oil shows were encountered in five of the wells. Unfortunately, the historically-low oil price then prevailing caused a major reduction in exploration drilling around the world and was a major factor in halting further exploration in the North Falkland Basin. Licences have been awarded in respect of seven Tranches of blocks in the area offshore the Falklands designated for oil exploration by the Falkland Islands Government. The table below sets out Desire's current interests in five of these seven Tranches: Tranche Number of Total area Licence interest blocks C 6 1,610km2 25% D 6 1,610km2 25% F 6 1,599km2 12.5% I 6 1,588km2 100% L 12 3,149km2 100% In terms of size, Tranches C, D, F and I each comprise the equivalent of six North Sea Blocks and Tranche L comprises the equivalent of twelve North Sea Blocks. Desire is currently interested in a gross 36 blocks with a gross area of 9,556 square kilometres representing a net 21.75 blocks with a net area of 5,742 square kilometres. However, following the decision by LASMO International Limited, Svenska Petroleum Exploration AB and ROC OIL (Falklands) Limited, Desire's partners in Tranches C and D, to withdraw from the Falkland Islands, Desire has entered into agreements to acquire their interests in Tranches C and D subject to the approval of the Governor of the Falkland Islands, which is expected to be forthcoming shortly. Sodra Petroleum plc has the majority interest in Tranche F and is the operating company. Desire has informed the Falkland Islands Government of its intention to relinquish blocks 15/12, 15/7 and the eastern areas of blocks 15/11 and 15/16, together amounting to approximately 805km2 of Tranche D; the western parts of blocks 14/12 and 14/17, together amounting to approximately 268km2 of Tranche C and blocks 26/12, 26/13, 26/17, 26/18, 26/22 and 26/23, together amounting to approximately 575km2 of Tranche L. In line with its stated policy of considering appropriate opportunities outside of the Falkland Islands, the Desire Board identified Gaelic as offering an investment of the right scale and prospectivity and, in March 1999, Desire acquired an interest in Gaelic amounting to 4.58% of Gaelic's issued ordinary share capital. In the year ended 31 December 1998, Desire made a loss on ordinary activities before taxation of £7.908 million and losses per share of 18.18p. Desire had a cash balance of £7.027 million and net assets of £8.330 million as at 31 December 1998. 5. Information on Gaelic Gaelic is an independent oil and gas exploration company registered in Ireland. It acquired its main operating subsidiary, European Hydrocarbons Limited, in October 1997 and is now principally involved in gas exploration in Portugal. Gaelic's ordinary shares are dealt in on the Exploration Securities Market of the Irish Stock Exchange. Gaelic, through its wholly owned subsidiary European Hydrocarbons Limited, has the rights to a 25% working interest in a number of joint ventures which cover a large area of the onshore and offshore Lusitanian Basin in Portugal. The Lusitanian Basin is one of a number of oil and gas bearing sedimentary basins which occur along much of the Atlantic margin both onshore and offshore. The operating company for each of the joint ventures is Mohave Oil and Gas Corporation, a private US company based in Houston, Texas. There are up to four other members of the joint ventures. The joint ventures hold one appraisal license and two exploration licences and applications are pending for two further exploration licences. The table below sets out details of the licences: Licence area Status Type Total area Award Expiry date date Aljubarrota-A Current Appraisal 578km2 onshore 09/07/99 09/07/02 Sao Pedro de Muel Current Exploration 206km2 onshore 29/07/97 29/07/05 673km2 offshore Sao Mamede Current Exploration 1,023km2 onshore 29/07/97 29/07/05 160km2 offshore Monte Real Under Exploration 544km2 onshore - - application Rio Maior Under Exploration 796km2 onshore - - application Total 3,980km2 To date, two exploration wells have been drilled on behalf of the joint venture partners in the Aljubarrota concession. The first, Aljubarrota No. 1, was completed in February 1998. This well had indications of hydrocarbons but well testing did not give any flow to surface. Aljubarrota No. 2 was completed in April 1999 and produced gas to surface at a stabilised flow rate. The Aljubarrota joint venture partners are now considering an appraisal programme involving the drilling of several wells and extensive production testing with a view to evaluating reservoir characteristics, flow rates and volumes. Fiscal terms in Portugal are attractive. A gas distribution network, which is currently under construction, passes only a few hundred metres from the Aljubarrota No. 2 well. Furthermore, Portugal has a growing economy and few indigenous sources of energy. Gaelic therefore now requires additional funds to meet the cost of its share of the forthcoming appraisal programme. If the proposed Merger does not proceed Gaelic will have to raise these funds either by farming-out part of its acreage or an equity fund-raising. In the year ended 31 December 1998, Gaelic made a loss on ordinary activities before taxation of IR£538,682 and losses per share of IR0.06p. Gaelic had a cash balance of IR£251,633 and net assets of IR£4.103m as at 31 December 1998. 6. Current trading and background to and reasons for the Merger Although the analysis of all of the results from the first six wells drilled in the North Falkland Basin, in two of which Desire had an interest, is not yet complete, it is already clear to the Desire Directors that considerable quantities of good quality oil have been generated in the source rocks of the basin. An extensive, thick, lacustrine source rock, of Cretaceous age, has been encountered in Tranches A, B, C and F and, based upon seismic correlation, also appears to be present in Tranches D, I and L. The development of the North Falkland Basin was characterised by relative quiescence, such that the source rock is, in most areas, its own seal. This has resulted in the containment of most of the oil generated below the shallow reservoir rocks, penetrated by all six wells, although some oil has clearly migrated into these reservoirs in Tranches A and B, albeit not in commercial quantities. It is likely that the large volumes of oil generated may, however, have migrated somewhere beneath the source-rock seal and the next anticipated round of exploration drilling in the North Falkland Basin will concentrate on identifying reservoirs and traps beneath the seal. Desire's current effort in Tranches C, D, F, I and L is focused on this. The conclusion of the first round of drilling in the North Falkland Basin coinciding with the recent, dramatic fall in the oil price led to the departure of the drilling rig, the 'Borgny Dolphin'. Although the oil price has recovered in recent months, it will be some time before the industry is ready to return to drill in the North Falkland Basin because of the high costs involved. However, two factors may enhance the prospect of drilling should the oil price remain firm. Firstly, it is the intention of the Falkland Islands and Argentinian Governments to licence new exploration areas west of the Falklands in the 'Area of Special Co-operation' and, secondly, major drilling activity is planned offshore Brazil next year. These factors are likely to renew interest in the North Falklands Basin and to provide access to drilling rigs within reasonable distance and, hence, at more reasonable cost. Desire has just completed a detailed analysis of the new seismic data acquired on Tranches I and L and is awaiting the results of a major study on Tranche F. When all these data are to hand, it is Desire's intention to prepare farm-out brochures for Tranches C, D, F, I and L and actively to seek new partners for exploration in the North Falkland Basin. However, this process is likely to take some time and, even if there is immediate success in farming-out, the logistical problems are such that it is difficult to envisage drilling recommencing in the next 12-18 months. Accordingly, as indicated in the Chairman's Statement in the 1998 Annual Report, the Desire Board has been seeking additional opportunities which are currently active. After reviewing a considerable number of proposals, it is the view of the Desire Board that the merger with Gaelic offers the best prospects for early success. Gaelic is currently involved in the appraisal of the gas discovery, Aljubarrota No. 2, in the Lusitanian Basin in Portugal. It is anticipated that a first appraisal well to this discovery could begin drilling before the end of this year, which is expected to be followed by additional appraisal and exploration drilling in the year 2000. Gaelic has a significant interest (25%) in a considerable acreage package covering a large part of the Lusitanian Basin and success in producing commercial gas in the energy-poor Iberian Peninsula could provide important value to the Merged Group, with the prospects in the North Falkland Basin still to be explored. After providing sufficient funds to maintain its licence interests in the Falkland Islands, Desire has sufficient funds to drill the Portuguese appraisal wells and the Merged Group will provide shareholders with exposure to a well-balanced portfolio of appraisal and exploration opportunities in oil and gas. 7. Financial effects of acceptance The financial effects of acceptance of the Merger Offer for Gaelic are set out in Appendix II. 8. Board, Management and Employees of the Merged Group The board of the Merged Group will draw upon the skills of the existing boards of both Desire and Gaelic, which the Desire Directors and the Gaelic Directors believe will create a strong management team for the Merged Group. The members of the board of the Merged Group will be as follows: Dr Colin Phipps ^* (Chairman) Mr W Ian Forrest * Dr Ian Duncan ^ Dr A John Martin ^ Mr Stephen Phipps ^ Dr David Quick* ^ Existing director of Desire * Existing director of Gaelic Mr Ian Forrest will chair the audit committee and Dr Ian Duncan will chair the remuneration committee. Sir Rex Hunt and Mr Lewis Clifton will resign from the Desire Board and Mr Robert Keith, Mr Thomas Fussell and Mr Malcolm McCants will resign from the Gaelic Board upon completion of the Merger. 9. Name of the Merged Group The boards of Desire and Gaelic have agreed that the Merged Group will retain the Desire Petroleum name. 10. Gaelic Warrant Offer and Gaelic Share Option Scheme An appropriate offer or proposal will be made by Desire to holders of Gaelic Warrants in the Merger Offer Document which is expected to include a share offer based on the extent to which the Gaelic Warrants are in the money, that is the value by which the Merger Offer for each Gaelic Share exceeds the exercise price of each Gaelic Warrant at the last practicable date prior to the posting of the Merger Offer Document. An appropriate offer or proposal will be made in due course by Desire to participants in the Gaelic Share Option Scheme. 11. Gaelic Deferred Shares No offer is being made by Desire for the Gaelic Deferred Shares, which are not considered to have any value. 12. Interests in Gaelic Shares At the date of this announcement, Desire holds 44,000,000 Gaelic Shares, representing approximately 4.58% of the existing issued ordinary share capital of Gaelic. In addition, Dr Colin Phipps, who is currently both a Director of Gaelic and Chairman of Desire and therefore deemed to be acting in concert with Desire, holds options to subscribe for 10,000,000 new Gaelic Shares at an option exercise price of 1p per share. These options expire on 8 September 2007. Phipps & Company Limited, a company in which Mr Stephen Phipps, a director of Desire, has a 25 per cent. beneficial interest, holds 96,975,000 Gaelic Shares, representing 10.1 per cent. of the existing issued ordinary share capital of Gaelic and holds 60,000,000 Gaelic Warrants. 13. Overseas Shareholders The making of the Merger Offer and the availability of New Desire Shares in countries other than Ireland or the United Kingdom, or to persons not resident in Ireland or the United Kingdom or who are citizens, residents or nationals of other countries (''Overseas Shareholders''), may be affected by the laws of the relevant jurisdiction. Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of any overseas shareholders wishing to accept the Merger Offer to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or taxes due in such jurisdictions. In particular, the Merger Offer is not being communicated, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, but without limitation, fax, telex or telephone) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, Canada, Australia or Japan and the Merger Offer cannot be accepted by any such use, means or instrumentality or from within the United States, Canada, Australia or Japan. Copies of this announcement, the Merger Offer Document and the Form of Acceptance and any related documents are not being and must not be distributed or sent in, into or from the United States, Canada, Australia or Japan including, but without limitation, to Gaelic Shareholders, holders of Gaelic Warrants or participants in the Gaelic Share Option Scheme with registered addresses in the United States, Canada, Australia or Japan or to custodians, trustees or nominees holding Gaelic Shares for such persons. Persons receiving such documents (including, but without limitation, custodians, nominees and trustees) must not distribute or send them in, into or from the United States, Canada, Australia or Japan or use the United States, Canadian, Australian or Japanese mails or any such means or instrumentality for any purpose directly or indirectly related to acceptance of the Merger Offer and doing so shall render invalid any related purported acceptance of the Merger Offer. The New Desire Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada. No prospectus in relation to the New Desire Shares has been, or will be, lodged with or registered by the Australian Securities and Investments Commission, nor have any steps been taken or will any steps be taken to enable the New Desire Shares to be offered in Japan in compliance with applicable securities laws in Japan. Accordingly, such shares may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia or Japan. 14. General The Merger Offer is conditional, inter alia, on the approval of Desire Shareholders. The principal conditions of the Merger Offer are set out in Appendix I. The terms and conditions of the Merger Offer will be set out in full in the Merger Offer Document and the Form of Acceptance. The Merger Offer will comply with the rules and regulations of the London Stock Exchange and with the Irish Takeover Panel Act, 1997 (Takeover) Rules, 1997. The Merger Offer Document and the Form of Acceptance will be posted to Gaelic Shareholders and, for information only, to Desire Shareholders as soon as practicable. Full acceptance of the Merger Offer, assuming no exercise of the Gaelic Warrants or options under the Gaelic Share Option Scheme or the Desire Share Option Scheme, would result in the issue of approximately 50.9 million New Desire Shares representing approximately 51.8 per cent. of Desire's enlarged issued share capital. Application will be made to the London Stock Exchange for the Existing Desire Shares to be re-admitted and the New Desire Shares to be admitted to trading on AIM. The Admission Document, including a notice convening the Extraordinary General Meeting, will be posted to Desire Shareholders and to Gaelic Shareholders as soon as practicable. The Desire Directors accept responsibility for the information contained in this announcement other than information contained in this announcement for which the Gaelic Directors take responsibility. To the best of the knowledge and belief of the Desire Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they have accepted responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. The Gaelic Directors accept responsibility for the information contained in this announcement relating to Gaelic, themselves and their immediate family and persons connected with them. To the best of the knowledge and belief of the Gaelic Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they have accepted responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. This announcement does not constitute an offer or invitation to purchase any shares. Any person who, alone or acting together with any other person(s) pursuant to an agreement or understanding (whether formal or informal) to acquire or control securities of Desire or of Gaelic, owns or controls, or becomes the owner or controller, directly or indirectly of one per cent. or more of any class of securities of Desire or Gaelic is generally required under the provisions of Rule 8 of the Rules to notify the Irish Stock Exchange and the Panel of every dealing in such securities during the Merger Offer Period. MORE TO FOLLOW OFFNFNPKAFKNEFN
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