Petroceltic International PLC Further Response to Worldview Announcement (8223Y)
September 11 2015 - 7:00AM
UK Regulatory
TIDMPCI
RNS Number : 8223Y
Petroceltic International PLC
11 September 2015
Dublin
11 September 2015
Petroceltic International Plc
Worldview Capital's attempt to convene a further EGM is
unlawful
SHAREHOLDERS SHOULD TAKE NO ACTION UNTIL FURTHER ADVISED
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 today formally responds to the unlawful attempt by
Worldview Capital Management ("Worldview") to convene a further
extraordinary general meeting ("EGM") of the Company, being the
fourth EGM sought by Worldview during 2015.
The Board strongly advises Shareholders to take
no action in relation to the unlawful EGM. In
particular, Shareholders should not sign any
document sent by Worldview or its advisers,
including the form of proxy. The Company regrets
any confusion or uncertainty caused to Shareholders
by Worldview's ill-advised and unlawful actions.
-----------------------------------------------------
Petroceltic's legal advisers have written to Worldview's legal
advisers demanding that Worldview formally withdraws its invalid
notice of EGM and also that it publicly announces such withdrawal
and, at the same time, informs Shareholders that they should take
no action concerning the invalid notice of EGM or the form of proxy
provided with the Worldview circular. If Worldview does not do so,
Petroceltic will apply to the Irish High Court so as to prevent the
unlawful EGM from proceeding.
The Original Proposed Worldview Resolutions were invalid and
therefore were not put to the First September EGM
In July 2015 Worldview requisitioned an EGM of the Company (the
"First September EGM"). The EGM requisition letter set out two
general objects and two related resolutions concerning the
Company's borrowing powers. Under its articles of association, the
borrowing powers of the Company are exclusively delegated to the
Directors of the Company (the "Directors" or the "Board").
Therefore Petroceltic explained in the circular for the First
September EGM that the two resolutions proposed by Worldview (the
"Original Proposed Worldview Resolutions") did not comply with the
requirements of Irish company law and would not be put to the First
September EGM.
Petroceltic further explained that part of Worldview's
requisition, namely two objects that sought explanations from the
Board regarding the contemplated bond issue and the borrowing power
under the articles of association (the "Original Worldview
Objects"), was valid and therefore would be dealt with at the First
September EGM. The First September EGM was held on 7 September 2015
and the valid business of the meeting was dealt with on that day
and the results publicly disclosed.
Worldview did not attend the First September EGM (or a second
EGM requisitioned by it and held on the same day).
Worldview now seeks to put the same invalid resolutions to a
further EGM
The proposed resolutions set out in the circular issued by
Worldview on 7 September 2015 are identical to the Original
Proposed Worldview Resolutions and accordingly are also invalid.
This has already been explained to Worldview by letter (as well as
in the First September EGM circular). Worldview knows that the
Directors have expressly been given the exclusive power by the
Company's articles of association to determine how the Company
exercises its borrowing powers. The Directors are then obliged to
exercise the borrowing powers in the interests of the Company and
Shareholders as a whole. The identical resolutions proposed once
again by Worldview cannot be put to a general meeting of
Shareholders because they are an unlawful attempt to subvert or
override the Directors' exclusive authority on these matters. In
addition, because Shareholders were given the opportunity at the
First September EGM to deal with the Original Worldview Objects,
Worldview cannot convene an EGM for the purpose of considering
those objects once again.
Accordingly, the attempt by Worldview in its circular of 7
September 2015 to convene a further EGM is unlawful and the
purported notice of EGM issued by Worldview on 7 September 2015 is
also invalid and of no legal effect.
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
END
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