Petroceltic Intnl

Equity Placing and EGM Update

RNS Number : 6891J
Petroceltic International PLC
16 June 2014



16 June 2014


Petroceltic International plc

Equity Placing and EGM Update

Petroceltic International plc (PCI.L) ("Petroceltic" or "the Company"), the independent oil and gas exploration and production company focussed on the Middle East, North Africa, Mediterranean and Black Sea regions, is pleased to announce that it has reached agreement with Worldview Capital Management SA ("Worldview"), a 20.04% shareholder in the Company, in relation to certain matters raised by Worldview in connection with the proposed placing by the Company to raise $100 million announced on 16 May 2014 (the "Placing").

Subject to the terms of the agreement, Worldview has undertaken to vote in favour of the Placing at the adjourned Extraordinary General Meeting of the Company ("EGM") scheduled for 16 June 2014 and proposed to be adjourned to 26 June 2014. In return, Petroceltic has committed to certain Board changes, modifications to the relationship agreement currently in place between Robert Adair, Skye Investments Limited ("Skye"), an investment vehicle associated with Robert Adair, and the Company (the "Skye Relationship Agreement") and certain other matters.

The principal changes to the Board are as follows:

·     Board to be reduced from 9 to 7 members, of whom at least 5 shall be independent non-executive directors. The Chairman and Chief Executive Officer will continue in their current roles. David Thomas and Tom Hickey will continue to hold their executive roles in the Company, which will include regular attendance at Board meetings, but will step down from the Board.

·     Worldview to recommend two independent non-executive directors to the Board. Such individuals will be experienced oil and gas professionals with no material current or prior relationship with Worldview or any of its related parties.

·     The other independent non-executive directors will be chosen from amongst the existing Petroceltic non-executive directors.

·     The new independent directors will each assume membership of one or more of the Audit, Remuneration and Nominations Committees in the normal course and will support the Board's ongoing management and stewardship of the business for the benefit of all shareholders.

·     These Board changes will be implemented on the appointment of the new independent non-executive directors, which is expected to occur immediately following conclusion of the annual general meeting of the Company convened for 26 June 2014.

·     It is anticipated that the Company will hold a capital markets day for shareholders in the autumn of 2014.

The Skye Relationship Agreement will be amended to remove the obligation for Skye to vote in accordance with Board recommendations in certain specified circumstances. The Board has also undertaken to use reasonable endeavours to remove the obligation of Dovenby Capital Limited to vote in favour of the general authorities to allot shares and disapply pre-emption rights customarily sought annually by the Company and not to enter or propose agreements which would limit the voting discretion of any shareholder.

The Board has further undertaken, subject to certain customary exceptions, not to enter into any future agreements that would require any shareholder to undertake not to acquire interests in shares that would exceed a certain level of shareholding in the Company or more generally restrict any shareholder's ability to freely dispose of or acquire interests in shares.

With the support of Worldview, it is now anticipated that the resolution at the EGM to approve the Placing will be successful and the Placing will complete in accordance with its terms, including the participation in the Placing by Dovenby Capital Limited for £30 million (approximately US$50 million).

In order to accommodate the agreement with Worldview described above to vote in favour of the resolution at the EGM, it is proposed to adjourn the EGM scheduled to take place on Monday 16 June 2014 to Thursday 26 June 2014.

Further details regarding the adjourned EGM (including time and place) will be announced as soon as possible. Davy, HSBC and Mirabaud have consented to the proposed adjournment in accordance with the terms of the Placing Agreement.

Copies of the EGM Circular are available on the Company's website at

Brian O'Cathain, Chief Executive of Petroceltic commented:

"We are pleased to have reached agreement with Worldview, who have been shareholders of Petroceltic since 2011. We look forward to completing our $100 million Placing, welcoming our proposed new directors and to working with them with a particular focus on generating value for the benefit of all shareholders".



For further information, please contact:


Brian O' Cathain /Tom Hickey, Petroceltic International        Tel: +353 (1) 421 8300

Philip Dennis / Rollo Crichton-Stuart,

Pelham Bell Pottinger                                                             Tel: +44 (20) 7861 3919

Douglas Keatinge / Joe Heron, Murray Consultants              Tel: +353 (1) 498 0300

John Frain / Roland French, Davy                                          Tel: +353 (1) 679 6363


Notes to Editors:


Petroceltic International plc is a leading Upstream Oil and Gas Exploration and Production Company, focused on the Middle East, North Africa, Mediterranean and Black Sea regions, and listed on the London Stock Exchange's AIM Market and the Irish Stock Exchange's ESM Market. The Company has production, exploration and development assets in Algeria, Egypt, Bulgaria, Romania, the Kurdistan Region of Iraq, Italy and Greece.

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