Petroceltic (LSE:PCI)
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RNS Number : 5188T

Petroceltic International PLC

20 July 2015

Dublin

20 July 2015

Petroceltic International Plc

Petroceltic Responds to Worldview Capital EGM proposals

Petroceltic International plc (AIM: PCI) ("Petroceltic" or the "Company"), the oil and gas exploration, development and production company focused on the North Africa, Mediterranean and Black Sea regions, notes the statement issued on Thursday, 16 July 2015 by Worldview Capital Management ("Worldview") in relation to its proposal to requisition an Extraordinary General Meeting ("EGM") of the Company regarding the Company's contemplated bond issue and its subsequent announcement this morning, Monday, 20 July 2015, that it intends to requisition a further EGM to seek shareholder approval for all material asset disposals.

Contemplated Bond Issue

As announced on 29 June 2015, Petroceltic is contemplating issuing up to $175 million of Senior Secured Callable Bonds (the "Bond Issue").

Since 2013, Petroceltic has consistently informed shareholders of its intention to consider such a bond issue or equivalent financing as part of its long-term plan to part finance the development of the Ain Tsila asset in Algeria. Petroceltic confirmed at its 2015 capital markets day that its objective was "to effect a partial or first stage of refinancing during 2015". While further funding will be required as the development of Ain Tsila progresses, the Bond Issue will, once completed, represent a significant step in diversifying the Group's funding base as part of its long-term financing plan for Ain Tsila. This financing strategy, including the contemplated Bond Issue, has been discussed extensively with shareholders and the directors continue to believe it to be in the best interests of the Company and its shareholders as a whole.

The Company notes that Worldview has questioned the appropriateness of the Company's borrowing power in its articles of association. The directors believe that this is a standard provision for Irish oil and gas companies with shares admitted to trading on ESM and/or AIM. On the basis of publicly available information, over 80% of Irish Companies with shares admitted to trading on ESM and/or AIM have borrowing powers in their articles of association that do not specify a monetary limit.

The Bond Issue will be undertaken in full compliance with all applicable legal and regulatory requirements, including the provisions of the Company's articles of association, which are available on our website www.petroceltic.com. The Company will of course provide shareholders with further details and updates as and when appropriate, bearing in mind that this is an ongoing commercial matter and certain details may be confidential and commercially sensitive.

Worldview EGM Requests

The Company believes that Worldview's recent requests that the Company convene two EGM's are misguided, unnecessary and a waste of the Company's and shareholders' time and resources.

Requested EGM in relation to Financing

The Company, having taken appropriate legal advice, confirms that the resolutions relating to the Company's financing arrangements that Worldview had proposed for consideration at a specially convened EGM would not comply with the requirements of Irish company law or the Company's articles of association. Having regard to this fact, the information previously provided by the Company on these matters, the additional clarifications provided above and the fact that shareholders will have the opportunity to ask any questions they may have in respect of the Bond Issue or any other matter at the Annual General Meeting of the Company (which will be held on Friday 24 July at 2pm), the Company does not believe that it is necessary to convene the requested EGM.

Requested EGM in relation to Material Asset Disposals

Petroceltic has not to date received any notice seeking to convene the proposed EGM announced by Worldview on 20 July 2015.

Shareholders should note, however, that under AIM and ESM Rules, Petroceltic is required to seek shareholder approval by way of ordinary resolution for disposals resulting in a "fundamental change of business". Consequently any request by Worldview to convene a further EGM in relation to material asset disposals would not be in line with AIM/ESM Rules and, in addition, would in the Company's view constitute an inappropriate interference with the powers of the Directors to manage the business of the Company.

Further announcements will be made as appropriate.

Ends

For further information, please contact:

   Brian O' Cathain /Tom Hickey, Petroceltic International        Tel: +353 (1) 421 8300 
   James Henderson / Rollo Crichton-Stuart, Bell Pottinger      Tel: +44 (20) 3772 2500 
   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 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, Italy and Bulgaria.

This information is provided by RNS

The company news service from the London Stock Exchange

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