Petroceltic : Result of Placing

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

Further, this announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire any new ordinary shares of Petroceltic International plc in any jurisdiction in which any such offer or solicitation would be unlawful.

Petroceltic International plc ("Petroceltic" or "the Company")

Result of Placing - US$100 million (£59.7 million) raised

Petroceltic is pleased to announce the completion of the equity placing announced this morning (the "Placing"). A total of 37,940,000 new Ordinary Shares of the Company (the "Placing Shares") have been conditionally placed by J&E Davy ("Davy"), HSBC Bank plc ("HSBC") and Mirabaud Securities LLP ("Mirabaud") acting as joint bookrunners (the "Joint Bookrunners") in relation to the Placing at a price of 157 pence each, to raise approximately US$100 million (£59.7 million) before commissions and expenses.

The Placing Shares represent approximately 21.58 per cent of the Ordinary Shares in issue immediately before the Placing. The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such shares after the date of issue of the Placing Shares.

The net proceeds of the Placing will be used to provide financial flexibility to pursue growth opportunities across Petroceltic's existing portfolio and also through new ventures, to bridge funding pending receipt of Sonatrach farm out proceeds and additional debt availability under the Senior Secured Facility and for general corporate purposes.

Two Tranche Structure:

The Placing Shares will be issued in two tranches. Under the first tranche of the Placing ("First Tranche Placing"), 8,776,870 Ordinary Shares ("First Tranche Shares") will be allotted and issued, conditional only on (i) their Admission to AIM and ESM becoming effective, pursuant to the existing authorities of the Company's directors to allot Ordinary Shares on a non-pre-emptive basis and (ii) the Placing Agreement not having been terminated prior to Admission of the First Tranche Shares. Application has been made to AIM and ESM for Admission of the First Tranche Shares and it is expected that Admission of the First Tranche Shares will become effective and dealings in the First Tranche Shares on AIM and ESM will commence at 8.00 a.m. (London time) on 21 May 2014. Following Admission on AIM and ESM of the First Tranche Shares, the total number of ordinary shares in issue in the Company will be 184,555,120 Ordinary Shares. 

Under the second tranche of the Placing ("Second Tranche Placing"), 29,163,130 Ordinary Shares ("Second Tranche Shares") will be allotted and issued, conditional upon, among other things, the passing of the Resolution at an extraordinary general meeting ("EGM") of the Company, to be held at the Royal College of Physicians, 6 Kildare Street, Dublin 2, Ireland at 12.30 p.m. on 9 June 2014, Admission of the Second Tranche Shares and the Placing Agreement not having been terminated prior to Admission of the Second Tranche Shares.

A circular, containing a notice of the EGM, will be sent shortly to the Shareholders outlining the terms of the Placing and seeking the necessary approval of the Shareholders to issue the Second Tranche Shares on a non-pre-emptive basis (the "Circular").

Application will be made to AIM and ESM for Admission of the Second Tranche Shares and, subject to the Resolution being passed at the EGM and satisfaction of the conditions referred to above, it is expected that Admission of the Second Tranche Shares will become effective on 10 June 2014.

Following Admission of the Second Tranche Shares, Petroceltic's issued share capital will consist of 213,718,250 Ordinary Shares. 

New Strategic Shareholder:

As part of the Placing, the Company is pleased to announce that Dovenby Capital Limited ("Dovenby") has agreed to subscribe for £30 million (approximately US$50 million) of Placing Shares.

Dovenby is an investment company led by Dato' Ahmad Fuad, an experienced Malaysian oil and gas industry specialist. Mr Fuad served as deputy chairman of Bumi Armada Berhad until his retirement in June 2013. Bumi Armada is a Malaysia-based international offshore oil field services provider that owns and operates Floating Production, Storage and Offloading units ("FPSOs") and Offshore Support Vessels ("OSVs") in Asia.

Dovenby has agreed to subscribe for 4,388,000 Placing Shares as part of the First Tranche Placing and has agreed to subscribe for 14,582,000 Placing Shares as part of the Second Tranche Placing. Dovenby's proposed subscription in the Second Tranche Placing is conditional upon the passing of the Resolution. Following Admission of the First Tranche Shares, Dovenby will hold 2.38 per cent. of the enlarged issued share capital of the Company and following Admission of the Second Tranche Shares (if it becomes effective), Dovenby will hold 8.88 per cent. of the enlarged issued share capital of the Company.

Director Participation:

The participation of certain directors of Petroceltic in the Placing will be as follows:

Capitalised terms used, but not defined in this announcement, have the same meanings as set out in the announcement released by the Company earlier today in relation to the Placing.

Enquiries:

Petroceltic

Davy

HSBC

Mirabaud

Pelham Bell Pottinger

Murray Consultants

THE MATERIAL SET FORTH HEREIN IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION. THE SECURITIES OF THE COMPANY DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY REGULATORY AUTHORITY OR UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, RE-SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OTHERWISE IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NEITHER THE US SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISPROVED OF AN INVESTMENT IN THE PLACING SHARES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in the United States, Australia, Canada, South Africa, Japan or any other jurisdiction in which such offer, solicitation or sale is or may be unlawful (a "Prohibited Jurisdiction"). This announcement and the information contained herein are not for release, publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. This announcement has been issued by and is the sole responsibility of the Company.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or by any of their respective Affiliates, directors, officers, employees or agents as to, or in relation to, the contents of this announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefor is expressly disclaimed.

Davy, which is regulated in Ireland by the Central Bank of Ireland, is acting for the Company and for no-one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Davy or for providing advice to any other person in relation to the Placing or any other matter referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposed upon Davy by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Davy does not accept any responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placing Shares or the Placing, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Davy accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this announcement or any such statement.

HSBC, which is authorised by the Prudential Regulatory Authority and regulated in the United Kingdom by the Prudential Regulatory Authority and the Financial Conduct Authority, is acting for the Company and for no-one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of HSBC or for providing advice to any other person in relation to the Placing or any other matter referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposed upon HSBC by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, HSBC does not accept any responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placing Shares or the Placing, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. HSBC accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this announcement or any such statement.

Mirabaud, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and for no-one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Mirabaud or for providing advice to any other person in relation to the Placing or any other matter referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposed upon Mirabaud by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Mirabaud does not accept any responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placing Shares or the Placing, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Mirabaud accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this announcement or any such statement.