Offer for Petroceltic International plc

Offer for Petroceltic International plc

Following recent press speculation, the Board of Petroceltic announces that it is in detailed discussions regarding a possible offer to be made by Dragon Oil plc (“Dragon Oil”) for the issued, and to be issued, share capital of the Company (the “Possible Offer”).
With the support of the Board and management team of Petroceltic, Dragon Oil has completed an extensive confirmatory due diligence exercise and has submitted to the Board of Petroceltic proposed offer terms of 230 pence sterling in cash per Petroceltic share.
The completion of any offer by Dragon Oil would be subject to customary conditions for an offer for an Irish public company, as well as appropriate approvals from the Algerian Government in relation to the Algerian assets of Petroceltic.
As the acquisition of Petroceltic would be a Class 1 transaction for Dragon Oil under both the Irish and UK Listing Rules, any offer would be subject to the approval of Dragon Oil shareholders. Towards that end, Dragon Oil is in discussions with its majority shareholder (who owns approximately 54 per cent. of the issued share capital of Dragon Oil) with a view to obtaining an irrevocable undertaking to vote in favour of a transaction.
The Board of Petroceltic has informed Dragon Oil that, subject to consultation with Petroceltic’s shareholders, it would be willing to recommend a firm offer at the level of the proposed offer if such an undertaking is obtained, and if the offer is made firm with conditions acceptable to Petroceltic.
There can be no certainty that any offer will be made or as to the terms of any offer. Shareholders are advised to take no action at this time.
Petroceltic shareholders will be kept informed of relevant developments and a further announcement will be made as appropriate.
This announcement has been made with the consent of Dragon Oil.
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