Irish Takeover Panel Announcement
Petroceltic International plc (“Petroceltic”)
Dragon Oil plc (“Dragon”)
On 6 October 2014 Petroceltic announced that it was in detailed discussions regarding a possible offer from Dragon. The announcement also stated that Dragon had completed an extensive confirmatory due diligence exercise and had submitted to the board of Petroceltic proposed offer terms of stg230p in cash for each Petroceltic share.
The announcement further stated that the board of Petroceltic had informed Dragon 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 Dragon’s majority shareholder (who owns approximately 54 per cent. of the issued share capital of Dragon) gave an irrevocable undertaking to vote in favour of a transaction (as the acquisition of Petroceltic would be subject to the approval of Dragon shareholders), and if the offer is made firm with conditions acceptable to Petroceltic.
Following representations made by Petroceltic and its advisors, and correspondence with the advisors to both Petroceltic and Dragon, the Panel has ruled that, except with the consent of the Panel, Dragon must by 5.00 p.m. on 19 December, 2014 either announce an offer for Petroceltic under Rule 2.5 of the Takeover Rules or announce that it will not proceed with an offer for Petroceltic.
In the event that Dragon announces that it will not proceed with an offer for Petroceltic it will, except with the consent of the Panel, be bound by the restrictions contained in Rule 2.8(c) of the Takeover Rules for 12 months from the date of such announcement.
25 November, 2014