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Petroceltic Intnl (PCI)

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Monday 01 December, 2014

Petroceltic Intnl

Response to Dragon Oil Announcement

RNS Number : 4032Y
Petroceltic International PLC
01 December 2014
 

 

Dublin

1 December 2014

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

 

 

 

Response to Announcement from Dragon Oil plc ("Dragon Oil")

 

The Board of Petroceltic International plc ("Petroceltic", or the "Company") notes the announcement today by Dragon Oil stating that it no longer intends to make an offer for Petroceltic at this time, citing prevailing market conditions.

 

Background to Termination Announcement

 

In its proposal, dated 3 July 2014, Dragon Oil confirmed that it would be in a position to make an offer immediately following the satisfaction of certain pre-conditions (an "Offer"). These conditions included satisfactory completion of due diligence which Dragon Oil envisaged would take no longer than six weeks from the date that information was made available by the Company.

 

An extensive due diligence process commenced on 22 July 2014 and, on 14 September 2014, Dragon Oil confirmed to the Company that it had completed its due diligence, and planned to seek an irrevocable undertaking to support its making of an Offer from its majority shareholder the Emirates National Oil Company (ENOC) L.L.C. ("ENOC").

 

Petroceltic had stated in its announcement of 6 October 2014 that, subject to consultation with its shareholders, it would be willing to recommend an Offer at 230 pence sterling per share in cash if such an irrevocable undertaking was obtained from ENOC, given such Offer would be subject to the approval of Dragon Oil's shareholders.

 

Dragon Oil informed Petroceltic on 30 November 2014 that it no longer wished to make an Offer at this time for the Company, citing prevailing market conditions.

 

Petroceltic's Strategy

 

The Board of Petroceltic remains confident in the ongoing execution of its strategy as an independent company, as stated in the Interim Results published on 17 September 2014. Petroceltic's production and development business has delivered a strong performance to date in 2014, with important progressions made and milestones met regarding our world class Ain Tsila asset in Algeria. In the last twelve months, the farm-out to Sonatrach has closed, funds have been received, the gas sales contract with Sonatrach has come into effect, and the Front-End Engineering and Design contract has been awarded to Chicago Bridge and Iron Company.

 

It is noteworthy that the Company's flagship gas condensate project in Algeria, which is expected to start production in 2018, is unlikely to be affected by the current volatility in crude oil markets, given the forecast level of oil prices at that time. Additionally, the majority of Petroceltic's current production is sold at a fixed gas price in Egypt, and is therefore unaffected by short-term oil price volatility.

 

As previously announced the Company is planning to host a Capital Markets Day where senior management will present the strategy and future plans for the business. The date for this will be confirmed shortly.

 

As a result of its announcement, Dragon Oil will, except with the consent of the Irish Takeover Panel, be bound by the restrictions of Rule 2.8 of the Irish Takeover Rules.

 

 

Enquiries:

 

Petroceltic International plc:

Tel: +353 (1) 421 8300

Brian O'Cathain

Tom Hickey

 

Bell Pottinger:

Joint PR Adviser to Petroceltic

Tel: +44 (0)20 3772 2500

Philip Dennis

Rollo Crichton-Stuart

 

Murray Consultants:

Joint PR Adviser to Petroceltic

Tel: +353 (1) 498 0300

Douglas Keatinge

Joe Heron

 

Bank of America Merrill Lynch:

Joint Financial Adviser and Joint Corporate Broker to Petroceltic

Tel: +44 (0)20 7628 1000

Ashwin Punde

Geoff Iles

Matthew Blawat

 

Davy Corporate Finance:

Joint Financial Adviser, Joint Corporate Broker, Nomad and ESM Adviser to Petroceltic

Tel: +353 (1) 679 6363

John Frain

Roland French

 

 

Merrill Lynch International ("Bank of America Merrill Lynch") is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority and is acting exclusively for the Company and no one else in connection with the Possible Offer and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Possible Offer and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Bank of America Merrill Lynch or for providing advice in relation to the Possible Offer or any other matters referred to in this announcement.

 

Davy Corporate Finance is authorised and regulated in Ireland by the Central Bank of Ireland is acting exclusively for the Company and no one else in connection with the Possible Offer and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Possible Offer and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Davy Corporate Finance or for providing advice in relation to the Possible Offer or any other matters referred to in this announcement.

 

The Directors of Petroceltic accept responsibility for the information contained in this announcement. To the best of their knowledge and belief (having 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.

 

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise. The distribution of this announcement in jurisdictions outside Ireland or the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

 

 

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.

 

 

 


This information is provided by RNS
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