TIDMPCI TIDMDGO
RNS Number : 4032Y
Petroceltic International PLC
01 December 2014
Dublin
1 December 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
Response to Announcement from Dragon Oil plc ("Dragon Oil")
The Board of Petroceltic International plc ("Petroceltic", or
the "Company") notes the announcement today by Dragon Oil stating
that it no longer intends to make an offer for Petroceltic at this
time, citing prevailing market conditions.
Background to Termination Announcement
In its proposal, dated 3 July 2014, Dragon Oil confirmed that it
would be in a position to make an offer immediately following the
satisfaction of certain pre-conditions (an "Offer"). These
conditions included satisfactory completion of due diligence which
Dragon Oil envisaged would take no longer than six weeks from the
date that information was made available by the Company.
An extensive due diligence process commenced on 22 July 2014
and, on 14 September 2014, Dragon Oil confirmed to the Company that
it had completed its due diligence, and planned to seek an
irrevocable undertaking to support its making of an Offer from its
majority shareholder the Emirates National Oil Company (ENOC)
L.L.C. ("ENOC").
Petroceltic had stated in its announcement of 6 October 2014
that, subject to consultation with its shareholders, it would be
willing to recommend an Offer at 230 pence sterling per share in
cash if such an irrevocable undertaking was obtained from ENOC,
given such Offer would be subject to the approval of Dragon Oil's
shareholders.
Dragon Oil informed Petroceltic on 30 November 2014 that it no
longer wished to make an Offer at this time for the Company, citing
prevailing market conditions.
Petroceltic's Strategy
The Board of Petroceltic remains confident in the ongoing
execution of its strategy as an independent company, as stated in
the Interim Results published on 17 September 2014. Petroceltic's
production and development business has delivered a strong
performance to date in 2014, with important progressions made and
milestones met regarding our world class Ain Tsila asset in
Algeria. In the last twelve months, the farm-out to Sonatrach has
closed, funds have been received, the gas sales contract with
Sonatrach has come into effect, and the Front-End Engineering and
Design contract has been awarded to Chicago Bridge and Iron
Company.
It is noteworthy that the Company's flagship gas condensate
project in Algeria, which is expected to start production in 2018,
is unlikely to be affected by the current volatility in crude oil
markets, given the forecast level of oil prices at that time.
Additionally, the majority of Petroceltic's current production is
sold at a fixed gas price in Egypt, and is therefore unaffected by
short-term oil price volatility.
As previously announced the Company is planning to host a
Capital Markets Day where senior management will present the
strategy and future plans for the business. The date for this will
be confirmed shortly.
As a result of its announcement, Dragon Oil will, except with
the consent of the Irish Takeover Panel, be bound by the
restrictions of Rule 2.8 of the Irish Takeover Rules.
Enquiries:
Petroceltic International plc:
Tel: +353 (1) 421 8300
Brian O'Cathain
Tom Hickey
Bell Pottinger:
Joint PR Adviser to Petroceltic
Tel: +44 (0)20 3772 2500
Philip Dennis
Rollo Crichton-Stuart
Murray Consultants:
Joint PR Adviser to Petroceltic
Tel: +353 (1) 498 0300
Douglas Keatinge
Joe Heron
Bank of America Merrill Lynch:
Joint Financial Adviser and Joint Corporate Broker to
Petroceltic
Tel: +44 (0)20 7628 1000
Ashwin Punde
Geoff Iles
Matthew Blawat
Davy Corporate Finance:
Joint Financial Adviser, Joint Corporate Broker, Nomad and ESM
Adviser to Petroceltic
Tel: +353 (1) 679 6363
John Frain
Roland French
Merrill Lynch International ("Bank of America Merrill Lynch") is
authorised in the United Kingdom by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority and is
acting exclusively for the Company and no one else in connection
with the Possible Offer and will not regard any other person
(whether or not a recipient of this announcement) as a client in
relation to the Possible Offer and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Bank of America Merrill Lynch or for
providing advice in relation to the Possible Offer or any other
matters referred to in this announcement.
Davy Corporate Finance is authorised and regulated in Ireland by
the Central Bank of Ireland is acting exclusively for the Company
and no one else in connection with the Possible Offer and will not
regard any other person (whether or not a recipient of this
announcement) as a client in relation to the Possible Offer and
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Davy Corporate
Finance or for providing advice in relation to the Possible Offer
or any other matters referred to in this announcement.
The Directors of Petroceltic accept responsibility for the
information contained in this announcement. To the best of their
knowledge and belief (having taken all reasonable care to ensure
that such is the case), the information contained in this
announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise. The distribution of this announcement in
jurisdictions outside Ireland or the United Kingdom may be
restricted by law and therefore persons into whose possession this
announcement comes should inform themselves about, and observe,
such restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities law of any such
jurisdiction.
Notes to Editors:
Petroceltic International plc is a leading Upstream Oil and Gas
Exploration and Production Company, focused on the Middle East,
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, Bulgaria, Romania, the
Kurdistan Region of Iraq, Italy and Greece.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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