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PCI Petroceltic

7.495
0.00 (0.00%)
28 Mar 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Petroceltic LSE:PCI London Ordinary Share IE00BB0QZ876 ORD EUR0.3125
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 7.495 0.00 00:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Petroceltic International PLC Notice of EGM and Publication of Circular (0939V)

04/08/2015 4:15pm

UK Regulatory


Petroceltic (LSE:PCI)
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TIDMPCI

RNS Number : 0939V

Petroceltic International PLC

04 August 2015

Dublin

4 August 2015

Petroceltic International Plc

("Petroceltic" or the "Company")

Notice of EGM and Publication of Circular

Proposed Worldview Resolutions do not comply with Irish company law and will not be put to the September EGM

Board recommends Shareholders vote in favour of the Resolutions proposed by the Company to update its Memorandum and Articles of Association

The Board of Petroceltic is convening an Extraordinary General Meeting to be held at Herbert Park Hotel, Ballsbridge, Dublin 4, Ireland at 2.30 p.m. on 7 September 2015 (the "September EGM"). A circular, containing a notice of the September EGM, is available for inspection on the Company's website at www.petroceltic.com and has been posted to Shareholders today (the "Circular").

The September EGM is being convened as a result of a requisition received on 14 July 2015 (the "First EGM Request Letter") from a nominee shareholder acting on behalf of Worldview International Management Ltd SEZC ("Worldview"). Worldview notified Petroceltic on 13 February 2015 that funds under its management had an interest in 62,103,000 Ordinary Shares, representing approximately 29% per cent. of the Company's then existing issued share capital.

Your Board:

-- having taken legal advice on the First EGM Request Letter, confirms that the resolutions proposed by Worldview in that letter (being the "Proposed Worldview Resolutions") do not comply with Irish company law and therefore will not be put to the September EGM;

-- believes that the other proposed objects of the September EGM, being the questions and issues raised by Worldview (which are set out in the Notice of EGM contained in the Circular (being the "Proposed Worldview Objects")), have already been answered by the Company insofar as is possible in the circumstances and that Shareholders have already been given a proper opportunity (at the Company's AGM in July 2015) to discuss these matters and raise any further issues;

-- confirms, on the basis of legal advice received, that the Company is nonetheless required to convene the September EGM to deal, once again, with the Proposed Worldview Objects, notwithstanding that the Company believes that, for the reasons set out above, the meeting is unnecessary and a waste of the Company's and Shareholders' time and resources; and

-- proposes, given the need to hold the September EGM, that the Company adopts at the September EGM, by way of amendment to its Articles, a limit on the borrowing powers delegated to Directors pursuant to the Articles.

The Company recognises and respects the rights of Shareholders to requisition an extraordinary general meeting and to set out objects for that meeting and/ or resolutions that should be proposed at that meeting, provided that such requisition and the proposed objects and/ or resolutions comply with Irish company law. With respect to the First EGM Request Letter, this means that the Company will convene the September EGM to consider the valid business in that letter only, being the Proposed Worldview Objects, as well the specific Resolutions proposed by the Company and described below. However the Company will not put, or permit to be put, to that meeting any resolutions that do not comply with the requirements of Irish company law.

As it is therefore necessary to convene the September EGM, the Company has decided to use the opportunity afforded by the September EGM to bring forward a valid proposal to limit the borrowing powers delegated to Directors under the Articles by placing an appropriate monetary limit, which reflects institutional investor guidance, on the amount that can be borrowed by the Company without further Shareholder approval. The Company is making this proposal, in conjunction with proposals that Shareholders adopt the revised Memorandum and Articles which were put forward (but which were not approved) at the Company's 2015 AGM (subject to the additional change to the borrowing powers described in the Circular). Details of the resolutions being proposed by the Company (the "Resolutions") are set out in the Circular published by the Company and posted to shareholders today.

In light of the above, the Board recommends Shareholders IN FAVOUR of the Resolutions. Shareholders are urged to exercise their vote by completing and returning the Form of Proxy enclosed with the Circular or, for CREST Shareholders, by completing and returning a CREST Proxy Instruction, in each case as soon as possible and in any event by no later than 2.30 p.m. on 5 September 2015.

The Directors holding Ordinary Shares intend to vote IN FAVOUR OF the Resolutions in respect of their own beneficial holdings, which at the date of this announcement, amount to, in aggregate 41,874,733 Ordinary Shares representing approximately 19.55 per cent of the Company's existing issued share capital as at the date of this announcement.

Ends

Note: Capitalised terms used, but not defined in this announcement, have the same meanings as set out in the Circular published by the Company today.

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 the 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 and Italy.

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCUGUCURUPAGAC

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