Petroceltic International PLC : Introduction to the Official Lists

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3 May 2013

Petroceltic International plc

("Petroceltic International" or, with its subsidiaries and any new holding company, the "Group")

Introduction of Petroceltic plc to the UK and Irish Official Lists and Share Consolidation

In August 2012, Petroceltic International announced its intention to seek admission to the Main Markets of the London and the Irish Stock Exchanges ("Admission") within 12 months of the proposed merger with Melrose Resources plc becoming effective. The Board continues to believe that Admission would broaden the range of investors and funds capable of investing in the Group and contribute to the development of an active and liquid market in its shares. The Board is therefore pleased to announce that it now intends to apply for Admission on the basis set out below.

In conjunction with Admission, it is proposed that a new company be introduced as the holding company of the Group. The new company, Petroceltic plc, is a newly-incorporated company registered in Ireland.  It is intended that this new corporate structure will be implemented by means of a scheme of arrangement under Section 201 of the Irish Companies Act (the "Scheme"), and will create a more efficient legal and corporate structure for the Group upon Admission. Under the terms of the Scheme, shareholders will exchange shares in Petroceltic International for shares in Petroceltic plc ("Petroceltic plc Shares") on a one for one basis.

Immediately following the Scheme becoming effective it is proposed that the Petroceltic plc Shares will be consolidated on a 25 for one basis (the "Share Consolidation").The Board considers that it is desirable to consolidate Petroceltic plc's share capital in order to increase the marketability of the company's shares to a wider constituency of institutional and other investors and to position the share price in a range that will be more appropriate to the size of the company and that will be broadly comparable to its expected peer group.

Approval for the Scheme will be sought from shareholders at a special shareholder meeting convened by the High Court of Ireland, which will take place at 2.00 p.m. on 30 May 2013. This shareholder meeting will be followed immediately by Petroceltic International's AGM for 2013. Approval for the Share Consolidation will be sought at the AGM.

Assuming necessary shareholder and Court approvals, applications will be made for all of the Petroceltic plc Shares to be admitted to the premium listing segment of the Official List of the UK Listing Authority and to the secondary listing segment of the Official List of the Irish Stock Exchange and to trading on the Main Markets of the London Stock Exchange and the Irish Stock Exchange. It is expected that, subject to approval by the UK Listing Authority and Irish Stock Exchange, Admission will take place on or around 27 June 2013 and Petroceltic International's admission to trading on AIM and ESM will be cancelled on the preceding trading day.

Shareholders will receive explanatory documentation relating to the scheme of arrangement, together with notice of the shareholder meetings, in due course.

No new funds are being raised in conjunction with the transaction and this announcement does not constitute or form part of an offer or recommendation to sell or otherwise dispose of or an invitation to purchase or subscribe for or otherwise acquire any securities. Any decision in relation to the scheme of arrangement and related proposals should be made only on the basis of the relevant explanatory documentation, as and when issued. Shareholders should read the whole of the explanatory documentation and any documents incorporated by reference therein before deciding what action to take in respect of the Scheme, the Share Consolidation and the related proposals.

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