TIDMPCI
RNS Number : 2673T
Sunny Hill Limited
24 March 2016
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.
24 March 2016
ALL CASH OFFER
BY
SUNNY HILL LIMITED
FOR
PETROCELTIC INTERNATIONAL PLC
POSTING OF OFFER DOCUMENT
On 26 February 2016, Sunny Hill, a company wholly owned by the
Worldview Economic Recovery Fund, pursuant to Rule 2.5 of the Irish
Takeover Rules, announced the terms of an all cash offer to be made
by it for the entire issued and to be issued share capital of
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").
Sunny Hill is pleased to announce that an offer document (the
"Offer Document") containing, inter alia, the full terms of, and
conditions to, the Offer and the procedure for acceptance has been
posted today to Petroceltic Shareholders together with the related
Form of Acceptance.
The Offer will initially remain open for acceptance until 1.00
p.m. (Dublin time) on 14 April 2016.
Further details of the procedure for acceptance of the Offer are
set out in paragraph 11 of the letter from Sunny Hill Limited to
Petroceltic Shareholders in Part I of the Offer Document and in the
Form of Acceptance.
The Offer Document and Form of Acceptance will be available for
inspection at the offices of Matheson, 70 Sir John Rogerson's Quay,
Dublin 2 during usual business hours on any week day (Saturdays,
Sundays and public holidays excepted) and at Sunny Hill's website
at www.sunnyhill.co (the content of such website is not
incorporated and does not form part of this announcement).
Capitalised terms or expressions used in this announcement have
the same meanings as given to them in the Offer Document and Sunny
Hill's announcement of 26 February 2016, unless the context
requires otherwise.
Enquiries:
Sunny Hill Limited (enquiries Tel: +44 (0)20
via Hudson Sandler) 7796 4133
Angelo Moskov
Strand Hanson Limited Tel: +44 (0)20
(Joint Financial Adviser to 7409 3494
Sunny Hill and Worldview)
Stuart Faulkner
Matthew Chandler
James Dance
Hannam & Partners (Advisory) Tel: +44 (0)20
LLP 7907 8500
(Joint Financial Adviser to
Sunny Hill and Worldview)
Neil Passmore
Giles Fitzpatrick
Andrew Chubb
Hudson Sandler Tel: +44 (0)20
(PR Advisers to Sunny Hill and 7796 4133
Worldview)
Charlie Jack
Emily Dillon
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.
Disclosure requirements under the Irish Takeover Rules
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if
any person is, or becomes, "interested" (directly or indirectly) in
1 per cent. or more of any class of "relevant securities" of
Petroceltic, all "dealings" in any "relevant securities" of
Petroceltic (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be
publicly disclosed by no later than 3.30 p.m. (Dublin time) on the
"business day" following the date of the relevant transaction. This
requirement will continue until the date on which the "offer
period" ends. If two or more persons co-operate on the basis of any
agreement, either express or tacit, either oral or written, to
acquire an "interest" in "relevant securities" of Petroceltic, they
will be deemed to be a single person for the purpose of Rule 8.3 of
the Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules,
all "dealings" in "relevant securities" of Petroceltic by Sunny
Hill, or by any party "acting in concert" with Sunny Hill, must
also be disclosed by no later than 12.00 noon (Dublin time) on the
"business" day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed can be found
on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
"Interests in securities" arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks in this section, Disclosure
requirements under the Irish Takeover Rules, are defined in the
Irish Takeover Rules, which can be found on the Irish Takeover
Panel's website. If you are in any doubt as to whether or not you
are required to disclose a dealing under Rule 8, you should consult
the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or
contact the Irish Takeover Panel on telephone number +353 (0) 1 678
9020 or fax number +353 (0) 1 678 9289.
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.
Any response in relation to the Offer should be made only on the
basis of the information contained in the Offer Document or any
other document by which the Offer is made.
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.
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions) on Sunny Hill's website at www.sunnyhill.co by no
later than 12.00 noon (Dublin time) on 29 March 2016. The content
of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ODPSEAFMLFMSEFD
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