TIDMPCI
RNS Number : 1543R
Sunny Hill Limited
04 March 2016
For immediate release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
4 March 2016
SUNNY HILL LIMITED
("Sunny Hill")
Petition for Examinership of Petroceltic International plc
Sunny Hill announces that the Worldview EHS International Master
Fund (the "EHS Master Fund") has, this afternoon, presented a
petition to the High Court of Ireland (the "Court") to appoint an
examiner to Petroceltic International plc ("Petroceltic" or the
"Company") and certain related companies in its group and to admit
such companies to the protection of the Court pursuant to the
relevant provisions of the Companies Act 2014 of Ireland.
Under Irish Law, the examinership process provides court
protection to enable the appointed examiner of companies to put
together a scheme of arrangement with creditors, with a view to
allowing the companies to trade as sustainable businesses post the
examinership. It is estimated that the process could last up to 100
days. The provisional date assigned by the Court, for the initial
hearing of the petition, is 4 April 2016, at which the Court will
be asked to approve the appointment of Michael McAteer of Grant
Thornton Ireland as examiner to the Company and certain related
companies. The Company is under the protection of the Court from
today.
The EHS Master Fund is beneficially interested in 29,259,862
ordinary shares of EUR0.3125 each in the capital of Petroceltic,
representing approximately 13.7 per cent. of the Company's issued
share capital, and has sought for the Company to enter
examinership, with the objective of restructuring the business to
create a sustainable business model, which Worldview believes is
currently hampered by Petroceltic's sizeable indebtedness.
The EHS Master Fund has decided to petition for examinership, as
a last resort, in order to protect the Company from its creditors,
while seeking to ensure Petroceltic's long term viability. As long
term shareholders of the Company, it has always been Worldview's
goal to support the company through the difficult times which it
has faced, and continues to face, and this step is a continuation
of its efforts so to do.
Capitalised terms or expressions used in this announcement have
the same meanings given to them in Sunny Hill's announcement of 26
February 2016, unless the context requires otherwise.
- ENDS -
Enquiries:
Sunny Hill Limited (enquiries Tel: +44 (0)20
via Hudson Sandler) 7796 4133
Angelo Moskov
Strand Hanson Limited Tel: +44 (0)20
(Joint Financial Adviser to 7409 3494
Sunny Hill and Worldview)
Stuart Faulkner
Matthew Chandler
James Dance
Hannam & Partners (Advisory) Tel: +44 (0)20
LLP 7907 8500
(Joint Financial Adviser to
Sunny Hill and Worldview)
Neil Passmore
Giles Fitzpatrick
Andrew Chubb
Hudson Sandler Tel: +44 (0)20
(PR Advisers to Sunny Hill and 7796 4133
Worldview)
Charlie Jack
Emily Dillon
The directors of Sunny Hill accept responsibility for the
information contained in this announcement. To the best of the
knowledge and belief of the directors of Sunny Hill (who have taken
all reasonable care to ensure that such is the case), the
information contained in this announcement for which they are
responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The directors of Worldview accept responsibility for the
information in this announcement. To the best of the knowledge and
belief of the directors of Worldview (who have taken all reasonable
care to ensure that such is the case), the information contained in
this announcement for which they are responsible is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
Strand Hanson Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting as
joint financial adviser to Sunny Hill and Worldview and no one else
in relation to the matters described in this announcement and is
not advising any other person, and accordingly will not be
responsible to anyone other than Sunny Hill and Worldview for
providing the protections afforded to its clients or for providing
advice in relation to the matters described in this
announcement.
Hannam & Partners (Advisory) LLP, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as joint financial adviser to Sunny Hill and Worldview
and no one else in relation to the matters described in this
announcement and is not advising any other person, and accordingly
will not be responsible to anyone other than Sunny Hill and
Worldview for providing the protections afforded to its clients or
for providing advice in relation to the matters described in this
announcement.
Disclosure requirements under the Irish Takeover Rules
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if
any person is, or becomes, "interested" (directly or indirectly) in
1 per cent. or more of any class of "relevant securities" of
Petroceltic, all "dealings" in any "relevant securities" of
Petroceltic (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be
publicly disclosed by no later than 3.30 p.m. (Dublin time) on the
"business day" following the date of the relevant transaction. This
requirement will continue until the date on which the "offer
period" ends. If two or more persons co-operate on the basis of any
agreement, either express or tacit, either oral or written, to
acquire an "interest" in "relevant securities" of Petroceltic, they
will be deemed to be a single person for the purpose of Rule 8.3 of
the Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules,
all "dealings" in "relevant securities" of Petroceltic by Sunny
Hill, or by any party "acting in concert" with Sunny Hill, must
also be disclosed by no later than 12.00 noon (Dublin time) on the
"business" day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed can be found
on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
"Interests in securities" arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks in this section, Disclosure
requirements under the Irish Takeover Rules, are defined in the
Irish Takeover Rules, which can be found on the Irish Takeover
Panel's website. If you are in any doubt as to whether or not you
are required to disclose a dealing under Rule 8, you should consult
the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or
contact the Irish Takeover Panel on telephone number +353 (0) 1 678
9020 or fax number +353 (0) 1 678 9289.
Forward-looking statements
This announcement may contain certain "forward-looking
statements" with respect to the business, strategy and plans of
Sunny Hill and its expectations relating to Petroceltic's future
financial condition and performance. Statements that are not
historical facts, including statements about Petroceltic or Sunny
Hill, or statements of Sunny Hill's or Worldview's beliefs and
expectations, are forward looking statements. Words such as
"believes", "anticipates", "estimates", "expects", "intends",
"aims", "potential", "will", "would", "could", "considered",
"likely" and variations of these words and similar future or
conditional expressions are intended to identify forward looking
statements, but are not the exclusive means of identifying such
statements. By their nature forward looking statements involve risk
and uncertainty because they relate to events, and depend upon
future circumstances, that may or may not occur. The information
contained herein does not seek to cover every future eventuality
which may or may not occur, whether in or out of Sunny Hill's
control.
Forward-looking statements only speak as of the date on which
they are made, and the events discussed in this announcement may
not occur. Neither Sunny Hill nor its members, directors, officers
or employees, advisers or any person acting on its behalf, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
in this announcement will actually occur. Save as may be required
by law, Sunny Hill does not undertake any obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise. You are cautioned
not to place any reliance on any forward-looking statements.
General
This announcement is not intended to, and does not, constitute
or form part of (i) any offer (including the Offer) or invitation
to purchase or otherwise acquire, subscribe for, tender, exchange,
sell or otherwise dispose of any securities, (ii) the solicitation
of any offer (including the Offer) or invitation to purchase or
otherwise acquire, subscribe for, tender, exchange, sell or
otherwise dispose of any securities or (iii) the solicitation of
any vote or approval in any jurisdiction in respect of any offer
(including the Offer) or otherwise.
Any response in relation to the Offer should be made only on the
basis of the information contained in the Offer Document or any
other document by which the Offer is made.
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