Petroceltic International PLC Response to Worldview EGM proposals (5188T)
July 20 2015 - 7:09AM
UK Regulatory
TIDMPCI
RNS Number : 5188T
Petroceltic International PLC
20 July 2015
Dublin
20 July 2015
Petroceltic International Plc
Petroceltic Responds to Worldview Capital EGM proposals
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, notes the statement issued on Thursday, 16 July 2015 by
Worldview Capital Management ("Worldview") in relation to its
proposal to requisition an Extraordinary General Meeting ("EGM") of
the Company regarding the Company's contemplated bond issue and its
subsequent announcement this morning, Monday, 20 July 2015, that it
intends to requisition a further EGM to seek shareholder approval
for all material asset disposals.
Contemplated Bond Issue
As announced on 29 June 2015, Petroceltic is contemplating
issuing up to $175 million of Senior Secured Callable Bonds (the
"Bond Issue").
Since 2013, Petroceltic has consistently informed shareholders
of its intention to consider such a bond issue or equivalent
financing as part of its long-term plan to part finance the
development of the Ain Tsila asset in Algeria. Petroceltic
confirmed at its 2015 capital markets day that its objective was
"to effect a partial or first stage of refinancing during 2015".
While further funding will be required as the development of Ain
Tsila progresses, the Bond Issue will, once completed, represent a
significant step in diversifying the Group's funding base as part
of its long-term financing plan for Ain Tsila. This financing
strategy, including the contemplated Bond Issue, has been discussed
extensively with shareholders and the directors continue to believe
it to be in the best interests of the Company and its shareholders
as a whole.
The Company notes that Worldview has questioned the
appropriateness of the Company's borrowing power in its articles of
association. The directors believe that this is a standard
provision for Irish oil and gas companies with shares admitted to
trading on ESM and/or AIM. On the basis of publicly available
information, over 80% of Irish Companies with shares admitted to
trading on ESM and/or AIM have borrowing powers in their articles
of association that do not specify a monetary limit.
The Bond Issue will be undertaken in full compliance with all
applicable legal and regulatory requirements, including the
provisions of the Company's articles of association, which are
available on our website www.petroceltic.com. The Company will of
course provide shareholders with further details and updates as and
when appropriate, bearing in mind that this is an ongoing
commercial matter and certain details may be confidential and
commercially sensitive.
Worldview EGM Requests
The Company believes that Worldview's recent requests that the
Company convene two EGM's are misguided, unnecessary and a waste of
the Company's and shareholders' time and resources.
Requested EGM in relation to Financing
The Company, having taken appropriate legal advice, confirms
that the resolutions relating to the Company's financing
arrangements that Worldview had proposed for consideration at a
specially convened EGM would not comply with the requirements of
Irish company law or the Company's articles of association. Having
regard to this fact, the information previously provided by the
Company on these matters, the additional clarifications provided
above and the fact that shareholders will have the opportunity to
ask any questions they may have in respect of the Bond Issue or any
other matter at the Annual General Meeting of the Company (which
will be held on Friday 24 July at 2pm), the Company does not
believe that it is necessary to convene the requested EGM.
Requested EGM in relation to Material Asset Disposals
Petroceltic has not to date received any notice seeking to
convene the proposed EGM announced by Worldview on 20 July
2015.
Shareholders should note, however, that under AIM and ESM Rules,
Petroceltic is required to seek shareholder approval by way of
ordinary resolution for disposals resulting in a "fundamental
change of business". Consequently any request by Worldview to
convene a further EGM in relation to material asset disposals would
not be in line with AIM/ESM Rules and, in addition, would in the
Company's view constitute an inappropriate interference with the
powers of the Directors to manage the business of the Company.
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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