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: +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 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
END
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