TIDMPCI
RNS Number : 6582U
Sunny Hill Limited
08 April 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.
8 April 2016
SUNNY HILL LIMITED
("Sunny Hill")
Purchase of 30.56 per cent. of Petroceltic's Senior Bank
Facility from certain members of the Banking Syndicate by the
Worldview Economic Recovery Fund
Sunny Hill, a company wholly owned by the Worldview Economic
Recovery Fund (the "Economic Recovery Fund"), is pleased to
announce that, on 7 April 2016, the Economic Recovery Fund acquired
30.56 per cent. of the Petroceltic Group's outstanding indebtedness
in respect of the group's Senior Bank Facility from the remaining
members of the Banking Syndicate (the "Second Debt Facility
Acquisition") at a discount to face value.
Following the Second Debt Facility Acquisition, the Economic
Recovery Fund is now interested in 68.0 per cent. of the Senior
Bank Facility.
Capitalised terms or expressions used in this announcement have
the same meanings as given to them in the Offer Document dated 24
March 2016, unless the context requires otherwise.
- ENDS -
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 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.
Forward-looking statements
This announcement may contain certain "forward-looking
statements" with respect to the business, strategy and plans of
Sunny Hill and its expectations relating to the Offer and
Petroceltic's future financial condition and performance.
Statements that are not historical facts, including statements
about Petroceltic or Sunny Hill, or statements of Sunny Hill's or
Worldview's beliefs and expectations, are forward looking
statements. Words such as "believes", "anticipates", "estimates",
"expects", "intends", "aims", "potential", "will", "would",
"could", "considered", "likely" and variations of these words and
similar future or conditional expressions are intended to identify
forward looking statements, but are not the exclusive means of
identifying such statements. By their nature forward looking
statements involve risk and uncertainty because they relate to
events, and depend upon future circumstances, that may or may not
occur. The information contained herein does not seek to cover
every future eventuality which may or may not occur, whether in or
out of Sunny Hill's control.
Forward-looking statements only speak as of the date on which
they are made, and the events discussed in this announcement may
not occur. Neither Sunny Hill nor its members, directors, officers
or employees, advisers or any person acting on its behalf, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
in this announcement will actually occur. Save as may be required
by law, Sunny Hill does not undertake any obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise. You are cautioned
not to place any reliance on any forward-looking statements.
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 11 April 2016. The content
of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
(MORE TO FOLLOW) Dow Jones Newswires
April 08, 2016 07:02 ET (11:02 GMT)
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
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(END) Dow Jones Newswires
April 08, 2016 07:02 ET (11:02 GMT)
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