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Thursday 24 March, 2016

Sunny Hill Limited

Posting of Offer Document

RNS Number : 2673T
Sunny Hill Limited
24 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.

24 March 2016

 

ALL CASH OFFER

BY

SUNNY HILL LIMITED

FOR

PETROCELTIC INTERNATIONAL PLC

POSTING OF OFFER DOCUMENT

On 26 February 2016, Sunny Hill, a company wholly owned by the Worldview Economic Recovery Fund, pursuant to Rule 2.5 of the Irish Takeover Rules, announced the terms of an all cash offer to be made by it for the entire issued and to be issued share capital of Petroceltic other than the Petroceltic Shares in the beneficial ownership or control of Worldview and/or any of the Worldview Funds, at a price of 3 pence per Petroceltic Share (the "Offer").

Sunny Hill is pleased to announce that an offer document (the "Offer Document") containing, inter alia, the full terms of, and conditions to, the Offer and the procedure for acceptance has been posted today to Petroceltic Shareholders together with the related Form of Acceptance.

The Offer will initially remain open for acceptance until 1.00 p.m. (Dublin time) on 14 April 2016.

Further details of the procedure for acceptance of the Offer are set out in paragraph 11 of the letter from Sunny Hill Limited to Petroceltic Shareholders in Part I of the Offer Document and in the Form of Acceptance.

The Offer Document and Form of Acceptance will be available for inspection at the offices of Matheson, 70 Sir John Rogerson's Quay, Dublin 2 during usual business hours on any week day (Saturdays, Sundays and public holidays excepted) and at Sunny Hill's website at www.sunnyhill.co (the content of such website is not incorporated and does not form part of this announcement).

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

Enquiries:

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 contained 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.

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 29 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.

 


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