Petroceltic International PLC Notice of EGM and Publication of Circular (0939V)
05 August 2015 - 1:15AM
UK Regulatory
TIDMPCI
RNS Number : 0939V
Petroceltic International PLC
04 August 2015
Dublin
4 August 2015
Petroceltic International Plc
("Petroceltic" or the "Company")
Notice of EGM and Publication of Circular
Proposed Worldview Resolutions do not comply with Irish company
law and will not be put to the September EGM
Board recommends Shareholders vote in favour of the Resolutions
proposed by the Company to update its Memorandum and Articles of
Association
The Board of Petroceltic is convening an Extraordinary General
Meeting to be held at Herbert Park Hotel, Ballsbridge, Dublin 4,
Ireland at 2.30 p.m. on 7 September 2015 (the "September EGM"). A
circular, containing a notice of the 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 September EGM is being convened as a result of a requisition
received on 14 July 2015 (the "First 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.
Your Board:
-- having taken legal advice on the First EGM Request Letter,
confirms that the resolutions proposed by Worldview in that letter
(being the "Proposed Worldview Resolutions") do not comply with
Irish company law and therefore will not be put to the September
EGM;
-- believes that the other proposed objects of the September
EGM, being the questions and issues raised by Worldview (which are
set out in the Notice of EGM contained in the Circular (being the
"Proposed Worldview Objects")), have already been answered by the
Company insofar as is possible in the circumstances and that
Shareholders have already been given a proper opportunity (at the
Company's AGM in July 2015) to discuss these matters and raise any
further issues;
-- confirms, on the basis of legal advice received, that the
Company is nonetheless required to convene the September EGM to
deal, once again, with the Proposed Worldview Objects,
notwithstanding that the Company believes that, for the reasons set
out above, the meeting is unnecessary and a waste of the Company's
and Shareholders' time and resources; and
-- proposes, given the need to hold the September EGM, that the
Company adopts at the September EGM, by way of amendment to its
Articles, a limit on the borrowing powers delegated to Directors
pursuant to the Articles.
The Company recognises and respects the rights of Shareholders
to requisition an extraordinary general meeting and to set out
objects for that meeting and/ or resolutions that should be
proposed at that meeting, provided that such requisition and the
proposed objects and/ or resolutions comply with Irish company law.
With respect to the First EGM Request Letter, this means that the
Company will convene the September EGM to consider the valid
business in that letter only, being the Proposed Worldview Objects,
as well the specific Resolutions proposed by the Company and
described below. However the Company will not put, or permit to be
put, to that meeting any resolutions that do not comply with the
requirements of Irish company law.
As it is therefore necessary to convene the September EGM, the
Company has decided to use the opportunity afforded by the
September EGM to bring forward a valid proposal to limit the
borrowing powers delegated to Directors under the Articles by
placing an appropriate monetary limit, which reflects institutional
investor guidance, on the amount that can be borrowed by the
Company without further Shareholder approval. The Company is making
this proposal, in conjunction with proposals that Shareholders
adopt the revised Memorandum and Articles which were put forward
(but which were not approved) at the Company's 2015 AGM (subject to
the additional change to the borrowing powers described in the
Circular). Details of the resolutions being proposed by the Company
(the "Resolutions") are set out in the Circular published by the
Company and posted to shareholders today.
In light of the above, the Board recommends Shareholders IN
FAVOUR of the Resolutions. 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 2.30 p.m. on 5 September
2015.
The Directors holding Ordinary Shares intend to vote IN FAVOUR
OF the Resolutions 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
MSCUGUCURUPAGAC
Petroceltic (LSE:PCI)
Historical Stock Chart
From Mar 2024 to Apr 2024
Petroceltic (LSE:PCI)
Historical Stock Chart
From Apr 2023 to Apr 2024