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Friday 04 March, 2016

Sunny Hill Limited

Petition for Examinership of Petroceltic

RNS Number : 1543R
Sunny Hill Limited
04 March 2016
 

For immediate release

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.

4 March 2016

 

SUNNY HILL LIMITED

("Sunny Hill")

Petition for Examinership of Petroceltic International plc

 

Sunny Hill announces that the Worldview EHS International Master Fund (the "EHS Master Fund") has, this afternoon, presented a petition to the High Court of Ireland (the "Court") to appoint an examiner to Petroceltic International plc ("Petroceltic" or the "Company") and certain related companies in its group and to admit such companies to the protection of the Court pursuant to the relevant provisions of the Companies Act 2014 of Ireland.

 

Under Irish Law, the examinership process provides court protection to enable the appointed examiner of companies to put together a scheme of arrangement with creditors, with a view to allowing the companies to trade as sustainable businesses post the examinership. It is estimated that the process could last up to 100 days. The provisional date assigned by the Court, for the initial hearing of the petition, is 4 April 2016, at which the Court will be asked to approve the appointment of Michael McAteer of Grant Thornton Ireland as examiner to the Company and certain related companies. The Company is under the protection of the Court from today.

 

The EHS Master Fund is beneficially interested in 29,259,862 ordinary shares of €0.3125 each in the capital of Petroceltic, representing approximately 13.7 per cent. of the Company's issued share capital, and has sought for the Company to enter examinership, with the objective of restructuring the business to create a sustainable business model, which Worldview believes is currently hampered by Petroceltic's sizeable indebtedness.

 

The EHS Master Fund has decided to petition for examinership, as a last resort, in order to protect the Company from its creditors, while seeking to ensure Petroceltic's long term viability.  As long term shareholders of the Company, it has always been Worldview's goal to support the company through the difficult times which it has faced, and continues to face, and this step is a continuation of its efforts so to do.

 

Capitalised terms or expressions used in this announcement have the same meanings given to them in Sunny Hill's announcement of 26 February 2016, unless the context requires otherwise.

- ENDS -

 

Enquiries:

Sunny Hill Limited (enquiries via Hudson Sandler)

Angelo Moskov

Tel: +44 (0)20 7796 4133



Strand Hanson Limited

(Joint Financial Adviser to Sunny Hill and Worldview)

Stuart Faulkner

Matthew Chandler

James Dance

Tel: +44 (0)20 7409 3494



Hannam & Partners (Advisory) LLP

(Joint Financial Adviser to Sunny Hill and Worldview)

Neil Passmore

Giles Fitzpatrick

Andrew Chubb

Tel: +44 (0)20 7907 8500



Hudson Sandler

(PR Advisers to Sunny Hill and Worldview)

Charlie Jack

Emily Dillon

Tel: +44 (0)20 7796 4133

 

The directors of Sunny Hill accept responsibility for the information contained in this announcement.  To the best of the knowledge and belief of the directors of Sunny Hill (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

The directors of Worldview accept responsibility for the information 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 for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser to Sunny Hill and Worldview and no one else 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 Sunny Hill and Worldview for providing the protections afforded to 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 Sunny Hill and Worldview and no one else 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 Sunny Hill and Worldview for providing the protections afforded to its clients or for providing advice in relation to the matters described in this announcement.

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 per cent. 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 no later than 3.30 p.m. (Dublin 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 Sunny Hill, or by any party "acting in concert" with Sunny Hill, must also be disclosed by no later than 12.00 noon (Dublin 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 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 in this section, Disclosure requirements under the Irish Takeover Rules, 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, you should consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 (0) 1 678 9020 or fax number +353 (0) 1 678 9289.

Forward-looking statements

This announcement may contain certain "forward-looking statements" with respect to the business, strategy and plans of Sunny Hill and its expectations relating to Petroceltic's future financial condition and performance.  Statements that are not historical facts, including statements about Petroceltic or Sunny Hill, or statements of Sunny Hill's or Worldview's beliefs and expectations, are forward looking statements.  Words such as "believes", "anticipates", "estimates", "expects", "intends", "aims", "potential", "will", "would", "could", "considered", "likely" and variations of these words and similar future or conditional expressions are intended to identify forward looking statements, but are not the exclusive means of identifying such statements.  By their nature forward looking statements involve risk and uncertainty because they relate to events, and depend upon future circumstances, that may or may not occur. The information contained herein does not seek to cover every future eventuality which may or may not occur, whether in or out of Sunny Hill's control.

Forward-looking statements only speak as of the date on which they are made, and the events discussed in this announcement may not occur. Neither Sunny Hill nor its members, directors, officers or employees, advisers or any person acting on its behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Save as may be required by law, Sunny Hill does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.  You are cautioned not to place any reliance on any forward-looking statements.

General

This announcement is not intended to, and does not, constitute or form part of (i) any offer (including the Offer) or invitation to purchase or otherwise acquire, subscribe for, tender, exchange, sell or otherwise dispose of any securities, (ii) the solicitation of any offer (including the Offer) or invitation to purchase or otherwise acquire, subscribe for, tender, exchange, sell or otherwise dispose of any securities or (iii) the solicitation of any vote or approval in any jurisdiction in respect of any offer (including the Offer) or otherwise.

Any response in relation to the Offer should be made only on the basis of the information contained in the Offer Document or any other document by which the Offer is made.

The distribution of this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions.  Accordingly, copies of this announcement and all other documents relating to the Offer are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions.  Failure to do so may constitute a violation of the securities laws of any such jurisdiction.

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on Sunny Hill's website at www.sunnyhill.co by no later than 12.00 noon (Dublin time) on 7 March 2016.  The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

This announcement has been prepared for the purposes of complying with Irish law, the Irish Takeover Rules, the AIM Rules, the ESM Rules and all other applicable rules and regulations of the Irish Stock Exchange and the London Stock Exchange and (save for the AIM Rules and any applicable rules and regulations of the London Stock Exchange, which are matters of English law and regulation) the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of Ireland.


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