Sunny Hill Limited - Lapsing of Offer

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.

15 April 2016

ALL CASH OFFER

BY

SUNNY HILL LIMITED

FOR

PETROCELTIC INTERNATIONAL PLC

ACCEPTANCE CONDITION NOT SATISFIED

OFFER HAS LAPSED

On 24 March 2016, Sunny Hill Limited ("Sunny Hill"), a company wholly owned by the Worldview Economic Recovery Fund, made an all cash offer to acquire the entire issued and to be issued share capital of Petroceltic International plc ("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").  The full terms and conditions of the Offer were set out in the Offer Document and accompanying Form of Acceptance posted to Petroceltic Shareholders on that date.

Capitalised terms or expressions used in this announcement have the same meanings as given to them in the Offer Document, unless the context requires otherwise.

Level of acceptances

As at 1.00 p.m. (Dublin time) on 14 April 2016 (being the closing date and time of the Offer), Sunny Hill had received valid acceptances of the Offer in respect of 82,329,157 Petroceltic Shares, representing approximately:

(i)         54.6 per cent. of the Petroceltic Shares Affected (for the purposes of the acceptance condition of the Offer as set out in paragraph 2(a) (Acceptance Condition) of Part A of Appendix I to the Offer Document); and

(ii)        38.5 per cent. of the issued share capital of Petroceltic.

Interests in relevant securities

As at the close of business on (i) 22 December 2015 (being the last date prior to the commencement of the Offer Period) and (ii) 14 April 2016 (being the last practicable date prior to this announcement), the Worldview Group was interested, in aggregate, in 63,362,862 Petroceltic Shares, representing, in aggregate, approximately 29.6 per cent. of the issued share capital of Petroceltic.  These shares were excluded from the Offer.

As at the close of business on (i) 22 December 2015 (being the last date prior to the commencement of the Offer Period) and (ii) 14 April 2016 (being the last practicable date prior to this announcement), Mr Milan Stojanovic, a Senior Adviser at Worldview Capital Management, was interested in 1,045 Petroceltic Shares, representing approximately 0.00049 per cent. of the issued share capital of Petroceltic.  These shares have been assented to the Offer and are included in the level of acceptances set out above.

The percentages of Petroceltic Shares referred to in this announcement are based upon figures of 214,094,301 Petroceltic Shares in issue, and 150,731,439 Petroceltic Shares Affected, as at close of business on 14 April 2016 (being the last practicable date prior to this announcement).

Lapsing of Offer

The Offer was made subject to valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (Dublin time) on 14 April 2016 (or such later time(s) and/or date(s) as Sunny Hill may, subject to the Irish Takeover Rules, decide) in respect of not less than 90 per cent. (or such lesser percentage as Sunny Hill may decide) in nominal value of the Petroceltic Shares Affected, provided that this condition shall not be satisfied unless Sunny Hill shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) such number of Petroceltic Shares which, when aggregated with all Petroceltic Shares beneficially owned or controlled by Worldview and/or any of the Worldview Funds, carry more than 50 per cent. of the voting rights then exercisable at a general meeting of Petroceltic.

As valid acceptances of the Offer, representing only approximately 54.6 per cent. of the Petroceltic Shares Affected were received by the closing date and time, the acceptance condition has not been satisfied and the Offer has lapsed. 

Accordingly, the Offer is no longer capable of further acceptance and accepting Petroceltic Shareholders and Sunny Hill have ceased to be bound by acceptances made and received before the closing date and time.

Return of acceptances

In accordance with the terms of the Offer, (i) in the case of Petroceltic Shares held in certificated form, completed Forms of Acceptance, share certificates and/or other documents of title will be returned, by post, within 14 calendar days, in each case, to the person or agent whose name and address is set out in Box 1 of the relevant Form of Acceptance at the risk of the person or agent concerned; and (ii) in the case of Petroceltic Shares held in uncertificated form, the Receiving Agent will as soon as reasonably practicable give TFE instructions to Euroclear to transfer all relevant Petroceltic Shares held in the escrow balance and in relation to which it is the escrow agent for the purposes of the Offer to the original available balances of the Petroceltic Shareholders concerned.

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.

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.

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.

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.