Petroceltic International PLC Notice of EGM and Publication of Circular (0286W)

TIDMPCI

RNS Number : 0286W

Petroceltic International PLC

13 August 2015

Dublin

13 August 2015

Petroceltic International Plc

("Petroceltic" or the "Company")

Notice of EGM and Publication of Circular

Board recommends Shareholders vote AGAINST the Resolution proposed by Worldview to restrict future asset Disposals

The Board of Petroceltic is convening an Extraordinary General Meeting ("EGM") to be held at Herbert Park Hotel, Ballsbridge, Dublin 4, Ireland on 7 September 2015 (the "Second September EGM") at 3.30 p.m. (or such later time following the completion of the extraordinary general meeting scheduled to commence at 2.30pm on that day). A circular, containing a notice of the Second 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 Second September EGM is being convened as a result of a requisition received on 23 July 2015 (the "Second 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.

The purpose of the Second September EGM is to consider an ordinary resolution proposed by Worldview, (the "Worldview Resolution"). If passed, it would record that Shareholders present at the Second September EGM (in person or by proxy) do not approve of any direct or indirect sale or disposal of any assets (including a subsidiary) by the Company or any of its subsidiaries (a "Disposal") where the assets subject to such Disposal would represent 25% or more of the Company's revenues, profits or reserves unless the prior approval of the Company's members in general meeting for the Disposal is first obtained.

The Board of Petroceltic believes that the Worldview Resolution is not in the best interests of the Company or its Shareholders as a whole for the following reasons:

-- the Worldview Resolution is a part of an ongoing strategy whereby, the Board believes, that Worldview has sought to gain control of the Board, either, directly, through the proposed appointment or removal of Directors or, indirectly, by seeking to remove, or restrict the exercise of, the usual corporate powers delegated to the Directors of a listed public limited company;

-- the Company is already subject to rules on the disposal of assets, as contained in the ESM Rules and the AIM Rules, and the proposed Worldview Resolution is contrary to the applicable standards as set out in the these rules, which are well understood by market participants;

-- it is not clear whether the proposed Worldview Resolution is intended to be a binding direction or an advisory resolution and, if passed, it would therefore lead to considerable uncertainty;

-- if passed, the Worldview Resolution could adversely affect the Company's ability to effect future Disposals, by increasing the conditionality and uncertainty of such disposals, and could also lead to increased transaction costs; and

-- the proper means of removing, or restricting the exercise of, the powers conferred on the Directors under the Articles of Association of the Company (the "Articles") would be through an amendment of the Articles, which would require a special resolution and which would therefore need to be supported by three-quarters of the Company's Shareholders voting in a general meeting, rather than a simple majority.

Accordingly, the Petroceltic Board strongly recommends that Shareholders vote AGAINST the Worldview Resolution.

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 3.30 p.m. on 5 September 2015.

The Directors holding Ordinary Shares intend to vote AGAINST the Worldview Resolution 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: [phone] 
   James Henderson / Rollo Crichton-Stuart, Bell Pottinger      Tel: [phone] 
   Douglas Keatinge / Joe Heron, Murray Consultants             Tel: [phone] 
   John Frain / Roland French, Davy                                      Tel: [phone] 

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

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