Recommended Merger with Desire Petroleum Plc

GAELIC RESOURCES PLC 28 October 1999 RECOMMENDED MERGER of DESIRE PETROLEUM PLC and GAELIC RESOURCES PUBLIC LIMITED COMPANY OFFERS DECLARED UNCONDITIONAL AS TO ACCEPTANCES THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. Desire Petroleum plc announces that the merger offer and the warrant offer, which are being made by SG Securities (London) Ltd on behalf of Desire to acquire the Gaelic Shares other than those already owned by Desire (the 'Merger Offer') and to acquire the Gaelic Warrants (the 'Warrant Offer'), have been declared unconditional as to acceptances. As at 3.00pm on 28 October 1999, Desire had received acceptances in respect of a total of 734,354,286 Gaelic Shares (representing approximately 76.41 per cent. of the issued ordinary share capital of Gaelic) and in respect of a total of 134,256,811 Gaelic Warrants (representing approximately 95.32 per cent. of the total number of Gaelic Warrants in issue). Of these acceptances, those in respect of a total of 121,975,000 Gaelic Shares (representing approximately 12.69 per cent. of the issued ordinary share capital of Gaelic) and in respect of a total of 60,000,000 Gaelic Warrants (representing approximately 42.60 per cent. of the total number of Gaelic Warrants in issue) have been received from persons deemed to be acting in concert with Desire. The Merger Offer and the Warrant Offer will remain open for acceptance until further notice. All outstanding conditions of the Merger Offer and the Warrant Offer (with the exception of admission of the New Desire Shares and re-admission of the Existing Desire Shares to the Alternative Investment Market becoming effective) have now been either satisfied or waived and, accordingly, the Merger Offer and the Warrant Offer will become unconditional in all respects upon Admission becoming effective. The acceptances of the Merger Offer received represent approximately 80.08 per cent. of the Gaelic Shares other than those already owned by Desire. Accordingly, as stated in paragraph 5(o) of Part B of Appendix I to the Merger Offer Document, Desire intends to apply the provisions of section 204 of the Companies Act, 1963 of Ireland to acquire compulsorily any outstanding Gaelic Shares to which the Merger Offer relates and to apply for cancellation of Gaelic's dealing facility on the Exploration Securities Market of the Irish Stock Exchange. Prior to 17 June 1999 (the commencement of the Merger Offer Period), Desire held 44,000,000 Gaelic Shares (representing approximately 4.58 per cent. of the issued ordinary share capital of Gaelic). In addition, Mr Stephen Phipps, a Desire Director, had a beneficial interest through his 25 per cent. holding in Phipps & Company Limited in 96,975,000 Gaelic Shares (representing approximately 10.09 per cent. of the issued ordinary share capital of Gaelic) and 60,000,000 Gaelic Warrants (representing approximately 42.60 per cent. of the total number of Gaelic Warrants in issue), Greenwich Resources International BV, a wholly-owned subsidiary of Greenwich Resources plc (of which Dr Colin Phipps, a Desire Director, and Mr Stephen Phipps are directors), held 25,000,000 Gaelic Shares (representing approximately 2.60 per cent. of the issued ordinary share capital of Gaelic) and Dr Colin Phipps held options over 10,000,000 Gaelic Shares. Save as disclosed herein, neither Desire nor any person deemed to be acting in concert with Desire held any Gaelic Shares or rights over Gaelic Shares prior to 17 June 1999 nor has any such person acquired or agreed to acquire any Gaelic Shares or rights over Gaelic Shares during the Merger Offer Period and no acceptances of the Merger Offer and/or of the Warrant Offer have been received from any person deemed to be acting in concert with Desire. Unless the context otherwise requires, the definitions contained in the Merger Offer Document dated 11 September 1999 also apply in this announcement. ENQUIRIES: Desire Petroleum (+44 1684 892242) Dr John Martin Dr Colin Phipps SG Securities (+44 171 638 9000) Luke Morton Millham Communications (+44 171 256 5756) David Millham Judith Parry The Desire Directors accept responsibility for the information contained in this announcement. 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 is in accordance with the facts and does not omit anything likely to affect the import of such information. SG Securities (London) Ltd, 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 (London) Ltd or for providing advice in relation to the Merger. Davy Corporate Finance Limited, 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 Limited or for providing advice in relation to the Merger. This announcement has been approved by SG Securities (London) Ltd for the purposes of Section 57 of the Financial Services Act 1986.
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