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Monday, February 29, 2016
Release
All Cash Offer by Sunny Hill Limited for Petroceltic International plc Summary and Highlights
Sunny Hill Limited (“Sunny Hill”), a company wholly owned by the Worldview Economic Recovery Fund (the “Economic Recovery Fund”), is pleased to announce the terms of an all cash offer to be made by it for the entire issued and to be issued share capital of Petroceltic International plc (“Petroceltic”) other than the Petroceltic Shares in the beneficial ownership or control of Worldview International Management Limited SEZC (“Worldview”) and/or any of the Worldview Funds (as defined below).
Under the terms of the Offer, Petroceltic Shareholders will be entitled to receive:
The directors of Sunny Hill believe that the value of the equity in Petroceltic is close to zero, given the parlous financial position of the Company. However, as an incentive to Petroceltic Shareholders to accept the Offer, in order to allow Sunny Hill and Worldview to accelerate addressing the Company’s indebtedness issues, Sunny Hill is prepared to offer 3 pence, in cash, per Petroceltic Share. The directors of Sunny Hill have a particular concern with regard to the Company’s precarious, and worsening, financial position, particularly with regard to the form, structure and level of the Company’s indebtedness to the Banking Syndicate and the stream of short term repayment waivers that the Company has had to seek from the Banking Syndicate to prevent Petroceltic defaulting on the Senior Bank Facility.
The Offer provides an opportunity for Petroceltic Shareholders to realise their investment in full and in cash. The Offer Price per Petroceltic Share represents a discount of approximately:
Sunny Hill is a private exempted company, incorporated in the Cayman Islands with limited liability, recently established specifically for the purposes of making the Offer, and wholly owned by the Economic Recovery Fund.
Worldview is a private investment management firm incorporated in the Cayman Islands which provides discretionary investment management and advisory services to certain funds (including the Economic Recovery Fund) and to other clients through managed accounts and has associated operations in the United Kingdom and the United States. Worldview’s principal focus is the pursuit of a range of investment opportunities in central and Eastern Europe, South Eastern Europe, Russia and other FSU countries, central Asia and Africa, investing across a variety of asset classes.
As at the date of this announcement, Worldview, as discretionary manager of the Worldview Funds, controls approximately 29.6 per cent. of the existing issued share capital of Petroceltic.
The Offer will be conducted by way of a contractual takeover offer and will be conditional, inter alia, upon the receipt by Sunny Hill of valid acceptances in respect of not less than 90 per cent. of the Petroceltic Shares Affected.
Commenting on the Offer on behalf of Sunny Hill, Angelo Moskov, Director of Sunny Hill and CEO of Worldview, said: “Although Petroceltic’s assets may, arguably, have long term potential, if both the right capital structure and management team were in place, in light of the current oil price and Petroceltic’s sizeable level of indebtedness, its negative cash flow generation and worsening financial position, we believe that the Company requires a significant restructuring of both its operations and balance sheet, a simplified and more cost effective corporate structure, a revised strategic direction, and a new senior management team committed to this new approach.
Our Offer provides Petroceltic Shareholders with an all cash exit from a high risk, distressed investment, against the background of unprecedented uncertainty in the oil and gas sector.”
This summary should be read in conjunction with, and is subject to, the full text of the following announcement (including the Appendices).
The Offer will be made on the terms and subject to the conditions set out in this announcement (including the conditions and further terms set out in Appendix I) and to be set out in the Offer Document and the Form of Acceptance when published. Appendix II to this announcement contains the bases of calculation and sources of certain information contained in this announcement. Appendix III sets out definitions and rules of interpretation for certain terms used in this announcement (including in this summary).
This announcement constitutes a firm intention to make the Offer pursuant to Rule 2.5 of the Irish Takeover Rules. Sunny Hill reserves the right, with the consent of the Irish Takeover Panel, to elect to implement the acquisition of Petroceltic by way of a court approved scheme of arrangement under Chapter 1 (Schemes of Arrangement) of Part 9 of the Companies Act.
Strand Hanson Limited and Hannam& Partners (Advisory) LLP are acting as joint financial advisers to Sunny Hill and Worldview.
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