Proposed Placing - Replacement

The following amendment has been made to the 'Proposed Placing' announcement released on 12 May 2011 at 16:48 under RNS No 5170G.

The date cited for contracting a second rig and commencing drilling operations in the fifth paragraph under "Background to the Placing" has been amended to July 2011 from July 2012.

All other details remain unchanged.

The full amended text is shown below.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO

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

Proposed placing of new ordinary shares to raise approximately US$60 million (£37 million)

Petroceltic announces today its intention to raise approximately US$60 million (£37 million) through an issue of new ordinary shares of €0.0125c each ("Ordinary Shares") by way of a placing (the "Placing") with both new and existing institutional investors to advance the Company's enlarged drilling and appraisal programmes in Algeria, to advance drilling plans for the Rovasenda prospect in Italy and for general corporate purposes, including new ventures.

Details of the Placing

The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated book-building process to be carried out by Merrill Lynch International ("BofA Merrill Lynch"), J&E Davy ("Davy") and Mirabaud Securities LLP ("Mirabaud", and together with BofA Merrill Lynch and Davy, the "Joint Bookrunners"), each of which is acting as joint bookrunner and joint lead manager in relation to the Placing. The book will open with immediate effect. The timing of the closing of the book, the identity of Placees, pricing and the basis of the allocations are at the discretion of the Company and the Joint Bookrunners. The number of Ordinary Shares to be issued in the Placing (the "Placing Shares") and the price at which the Placing Shares are to be placed (the "Placing Price") will be agreed by the Company with the Joint Bookrunners at the close of the book-building process. Details of the number of Placing Shares and the Placing Price will be announced as soon as practicable after the close of the book-building process.

The Placing Shares will when issued be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares. Subject to shareholder approval, the Placing will be made on a non-pre-emptive basis.

The Company will apply for admission of the Placing Shares to trading on AIM, a market operated by the London Stock Exchange ("AIM") and to trading on the Enterprise Securities Market ("ESM"), a market operated by the Irish Stock Exchange ("Admission"). As part of the Placing, the Company has agreed that it will not issue or sell Ordinary Shares for a period ending 180 days after Admission, without the prior consent of at least two of the Joint Bookrunners.

The Placing is conditional, inter alia, upon Admission becoming effective and the placing agreement made between the Company and the Bookrunners (the "Placing Agreement") not being terminated and upon receipt of the necessary approval from shareholders, which is to be sought at an extraordinary general meeting of the Company to be held on 10 June 2011 ("EGM"). A circular convening the EGM is expected to be sent to shareholders shortly. Subject to the passing of the resolution at the EGM to authorise the issue of the Placing Shares on a non pre-emptive basis (the "Resolution"), it is expected that Admission will occur and that dealings in the Placing Shares will commence on AIM and ESM on or around 13 June 2011.

The Appendix to this Announcement (which forms part of this Announcement) sets out the terms and conditions of the Placing.

Placees will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making an offer on the Terms and Conditions and providing the representations, warranties, acknowledgements and undertakings contained in the Appendix.

Background to the Placing

Algeria

The Company commenced an appraisal programme on its Isarene Permit in Algeria in the fourth quarter of 2010. The principal focus of this appraisal programme, which was originally planned to consist of a minimum of four wells and has now been expanded to a minimum of six wells, is to determine the most likely recovery factors in respect of the Company's previous discoveries of hydrocarbon resources, most notably in the Ain Tsila field, and to optimise the development plans for those discoveries.

Petroceltic originally held a 75% working interest (the remaining 25% held by the Algerian National Company for Hydrocarbons, "Sonatrach") and a 100% paying interest and acted as Operator of the Isarene Production Sharing Contract ("PSC"). On 28 April 2011, the Company announced the sale, and subject to the satisfaction of certain conditions of an 18.375% non-operated interest in the Isarene Permit to Enel Trade S.p.A ("ENEL"), a wholly owned subsidiary of Enel S.p.A., one of Europe's largest utility companies

Under the terms of the agreement ENEL has:

·; Agreed to pay up to US$ 36.75 million to Petroceltic, which equates to 24.5% of all back costs incurred from signing of the PSC in 2005 until the end of the exploration period in April 2010.

·; Committed to fund 49% of the cost of the first six appraisal wells in an enlarged Isarene appraisal campaign and of a contingent additional well, which costs are capped, in aggregate, at US$ 145 million.

·; Agreed to pay Petroceltic a contingent cash consideration, up to a maximum of US $75 million, determined by the level of recoverable hydrocarbon reserves approved by the Algerian Authorities in the Final Discovery Report, which is expected to be submitted by the parties in early 2012.

This transaction is subject to the satisfaction of certain conditions, most notably the signing of an amendment to the PSC to effect the transfer of 18.375% of Petroceltic's rights and obligations under the PSC from Petroceltic to ENEL (the "Amendment"). The Amendment was signed by Petroceltic, ENEL and Sonatrach on 28 April 2011.

The only regulatory condition now remaining to the sale to ENEL relates to the approval of the Amendment by Executive Decree in Algeria and by subsequent publication of this decree in the Official Gazette of the Algerian Government. This is an administrative process which does not confer any rights of pre-emption or challenge or involve any additional scrutiny of the terms of the transaction. While Petroceltic estimates that this process should complete within a period of 3-5 months, there is no statutory timetable for such publication. The first payment under the agreement, which, based on a 3 month approval timetable is likely to exceed US$75 million, is due 30 days following that publication.

The enlargement of the current appraisal programme involves the drilling of two additional appraisal wells, with the possibility of a third, subject to further partner approval. In order to incorporate the results from those wells in the Final Discovery Report to be filed with Sonatrach in early 2012, it is necessary to contract a second rig and commence drilling operations by July 2011.

Petroceltic, in consultation with Sonatrach, is completing a process to secure an additional drilling rig and ancillary services to enable the drilling and testing activities of the enlarged appraisal programme to be completed by 31 December 2011. The gross estimated cost of that additional activity (including drilling, testing, general and technical and various studies) is approximately US$50 million and will be incurred between June and December 2011.

The expansion of the appraisal programme will enable a more comprehensive evaluation of the ultimate reserve and production potential of the Ain Tsila discovery and should increase the potential for Petroceltic to secure the maximum contingent payment under the terms of the assignment to ENEL. Petroceltic has also identified significant operating and financial efficiencies which can be achieved by accelerating the current pace of appraisal activity. In recognition of this, and having investigated all reasonable alternatives that could be completed in an appropriate timeframe, Petroceltic believes that it is in the best interests of the Company that it secures sufficient additional equity funding to enable the enlarged appraisal programme to be executed independently of the ultimate timetable for ratification of the sale to ENEL and subsequent receipt of cash from ENEL under the terms of the agreement with ENEL.

Italy

Petroceltic holds a 47.5% interest in the Carisio permit which contains the high-impact Rovasenda prospect, currently scheduled for drilling in early 2012. Well costs are expected to be of the order of $35 million. In the event of success, Rovasenda could be efficiently developed by utilising nearby processing facilities and infrastructure and should be a high value project. Petroceltic, along with the Operator, Eni, is currently making preparations for the drilling of this well and may consider a farmout process to mitigate financial and risk exposure to this significant, though high risk, prospect.

Use of Proceeds

The gross proceeds of the Placing of approximately US$60 million (£37 million), before expenses will be used for the Company's enlarged drilling and appraisal programmes in Algeria, to advance drilling plans for the Rovasenda prospect in Italy and for general corporate purposes including new ventures.

Brian O'Cathain, Chief Executive of Petroceltic commented:

"Petroceltic's successful farmout of the Isarene asset and the results to date of our appraisal programme clearly demonstrate the value of the Company's acreage in Algeria. This placing will enable us to enlarge our appraisal programme to a minimum of 6 wells to ensure that our ultimate development plan appropriately reflects the quality and long term reserve and production potential of the Ain Tsila complex."

Joint Corporate Broker

Petroceltic is also pleased to appoint Bank of America Merrill Lynch as its joint corporate broker alongside Davy and Mirabaud with immediate effect.

Enquiries (analysts and investors only)

Petroceltic

Brian O'Cathain Chief Executive Tel: +353 1 421 8300

Alan McGettigan Finance Director

Tom Hickey Corporate Development Director

Pelham Bell Pottinger

Philip Dennis Tel: +44 20 7337 1516

Jenny Renton Tel: +44 20 7337 1524

Murray Consultants

Joe Murray Tel: +353 1 4980300

Joe Heron

BofA Merrill Lynch

Andrew Osborne Tel: +44 207 996 2629

Paul Frankfurt

Davy

Hugh McCutcheon Tel: +353 1 679 6363

John Frain

Mirabaud

Peter Krens Tel +44 20 7878 3362

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations, financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. Examples of forward-looking statements include, amongst others, statements regarding the Company's probable, inferred or contingent oil resources or reserves, future financial position, income growth, impairment charges, business strategy, projected levels of growth in the banking and financial markets, projected costs, estimates of capital expenditure, and plans, dividend growth and objectives for future operations of the Company and other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, UK, Irish, Algerian and global economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in commodity prices, interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future exploration, appraisal, development, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements which are not guarantees of future performance. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the London Stock Exchange, the Irish Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. 

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 any jurisdiction, including, without limitation, the United States, Canada or Japan, in which such offer, solicitation or sale is or may be unlawful prior to registration or qualification under the securities laws of any such jurisdiction (a "Prohibited Jurisdiction"). This Announcement and the information contained herein are not for 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 or agents as to, or in relation to, the accuracy or completeness of this Announcement, including the Appendix, 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. 

BofA Merrill Lynch, which is authorised and regulated in the United Kingdom by the FSA, 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 customers of BofA Merrill Lynch or for providing advice to any other person in relation to the Placing or any other matter referred to herein. 

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 customers of Davy or for providing advice to any other person in relation to the Placing or any other matter referred to herein.

Mirabaud Securities LLP, which is authorised and regulated in the United Kingdom by the FSA, 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 customers of Mirabaud Securities LLP or for providing advice to any other person in relation to the Placing or any other matter referred to herein.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law and/or regulation. No action has been taken by the Company or the Joint Bookrunners or any of their respective Affiliates that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about and to observe such restrictions. 

The price of shares and the income from them (if any) may go down as well as up and investors may not get back the full amount invested on disposal of the shares. No statement in this Announcement is intended to be a profit forecast or profit estimate.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(1) OR ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"), OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; AND (B) (I) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS (AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC, AS AMENDED (THE "PROSPECTUS DIRECTIVE")), AND/OR (II) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. 

Persons (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given ("Placees") will be deemed to have read and understood this Announcement, including the Appendix, in its entirety and to be making such offer on the Terms and Conditions, and to be providing the representations, warranties, acknowledgements and undertakings contained in the Appendix. In particular, each such Placee represents, warrants and acknowledges that it is: (i) a Relevant Person (as defined above) and undertakes that it will subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; and (ii) outside the United States and is subscribing for the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion in an "offshore transaction" (within the meaning of Regulation S under the United States Securities Act of 1933 (the "Securities Act")). 

This Announcement, including the Appendix, is not for distribution, directly or indirectly, in or into the United States (such term to be understood throughout this Announcement and the Appendix as including the United States' territories and possessions, any state of the United States and the District of Columbia), Canada, Japan or any jurisdiction into which the same would be unlawful. This Announcement does not constitute or form part of an offer or solicitation to acquire shares in the capital of the Company in the United States, Canada, Japan or any jurisdiction in which such an offer or solicitation is unlawful. In particular, the Placing Shares referred to in this Announcement have not been, and will not be, registered under the Securities Act or under the securities legislation of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Placing Shares referred to in this Announcement are being offered and sold outside the United States in offshore transactions (as defined in Regulation S under the Securities Act ("Regulation S") meeting the requirements of Regulation S. No public offering of securities of the Company will be made in connection with the Placing in the United Kingdom, the United States, Australia, Canada, Japan, South Africa or elsewhere. 

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under the securities laws of any state, province or territory of Australia, Canada or Japan.

Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, , Canada, Japan or any other jurisdiction outside the United Kingdom and Ireland. 

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or this Announcement should seek appropriate advice before taking any action. 

Residents of South Africa are subject to exchange control regulations as issued from time to time by the Exchange Control Division of the SARB and are advised to seek independent advice regarding any permissions that may be required of the Exchange Control Division of the SARB with regard to the acquisition of Placing Shares by any resident of South Africa. To the extent that Placing Shares are offered for subscription, acquisition or sale in South Africa, such offer is being effected in terms of section 144 of the South African Companies Act and does not constitute an offer to the public or any sector of the public within the meaning of the South African Companies Act.

This Announcement relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority ("DFSA"). This Announcement is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this Announcement nor taken steps to verify the information set forth herein and has no responsibility for this Announcement. The Placing Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective subscribers of the Placing Shares offered should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this Announcement you should consult an authorised financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM and the ESM. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

APPENDIXTERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

Details of the Placing

The Joint Bookrunners have today entered into the Placing Agreement under which, subject to the conditions set out in that agreement, the Joint Bookrunners, as agents for and on behalf of the Company, have agreed to use their reasonable endeavours to procure placees for the Placing Shares at a price determined following completion of the bookbuilding process in respect of the Placing (the "Bookbuild"), described in this Announcement and set out in the Placing Agreement and, subject to agreement with the Company as to the number and price of the Placing Shares to be placed with the Placees, to the extent that such Placees fail to pay for all the Placing Shares, to severally subscribe for those Placing Shares for which the Company has not received payment at the agreed price.

The Company has appointed the Joint Bookrunners as underwriters for the purposes of underwriting the settlement of the Placing at such price, to the extent such a price is agreed and set out in an executed version of the terms of the Placing (the "Placing Terms") and the Joint Bookrunners have accepted such appointments in connection with the Placing relying on the representations and warranties and subject to the terms and conditions set out in the Placing Agreement.

The Placing Shares have been duly authorised and will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares.

The Placing Shares will , following approval by the Company's shareholders, be issued free of any pre-emption rights, encumbrance, lien or other security interest.

As part of the Placing, the Company has agreed that it will not issue or sell any Ordinary Shares for a period of 180 days after Admission, without the prior consent of at least two of the Joint Bookrunners. This agreement is subject to customary exceptions and does not prevent the Company from granting or satisfying exercises of options granted pursuant to the terms of existing employee share schemes of the Company as disclosed in publicly available information relating to the Company. 

Application for admission to trading

Application will be made to the London Stock Exchange plc (the "London Stock Exchange") and to the Irish Stock Exchange Limited (the "Irish Stock Exchange") for Admission. Admission is conditional upon the passing of the Resolution at the EGM proposed to be convened on or around 10 June 2011 by the shareholders of the Company. It is expected that Admission will become effective on or around 13 June 2011 and that dealings in the Placing Shares will commence at that time.

Bookbuild

The Joint Bookrunners will today commence the Bookbuild to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No fees or commissions will be paid to Placees or by Placees in respect of any Placing Shares.

The Joint Bookrunners shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Participation in, and principal terms of, the Placing

1. The Joint Bookrunners are acting as joint bookrunners and as agents of the Company.

2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Joint Bookrunners. The Joint Bookrunners and their respective Affiliates are each entitled to enter bids in the Bookbuild as principal. 

3. The Bookbuild will establish the Placing Price and the number of Placing Shares. The Placing Price and the number of Placing Shares to be issued will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild. The Placing Price and the number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild. 

4. To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales or equity capital markets contact at one of the Joint Bookrunners. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at either the Placing Price, which is ultimately established by the Company and the Joint Bookrunners, or at prices up to a price limit specified in its bid. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 9 below. The Joint Bookrunners reserve the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids shall be at the Joint Bookrunners' absolute discretion.

5. The Bookbuild is expected to close no later than 4.30 p.m. (London time) on 13 May 2011 but may be closed earlier or later at the sole discretion of the Joint Bookrunners. The Joint Bookrunners may, in their sole discretion, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the agreement of the Joint Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion. 

6. Each prospective Placee's allocation will be agreed between the Joint Bookrunners and the Company and will be confirmed orally by one of the Joint Bookrunners as agent of the Company following the close of the Bookbuild. That oral confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of the Company and the Joint Bookrunners to subscribe for the number of Placing Shares allocated to it at the Placing Price on these Terms and Conditions and in accordance with the Company's memorandum and articles of association. 

7. Each prospective Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by one of the Joint Bookrunners. These Terms and Conditions will be deemed incorporated in that contract note. 

8. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Joint Bookrunners (as agents of the Company), to pay to the Joint Bookrunners (or as they may direct) in cleared funds at the time set out in paragraph 12, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee. Each Placee's obligation will be owed to the Company and to the Joint Bookrunners. The Company shall allot such Placing Shares to each Placee following each Placee's payment to the Joint Bookrunners of such amount.

9. Subject to paragraphs 4 and 5 above, the Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. The Joint Bookrunners may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The acceptance of offers shall be at the absolute discretion of the Joint Bookrunners. 

10. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and, except with the consent of the Joint Bookrunners, will not be capable of variation or revocation after the time at which it is submitted. 

11. Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

12. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement". 

13. All obligations under the Bookbuild and Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing Agreement". 

14. By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

15. To the fullest extent permissible by law, neither the Joint Bookrunners nor any of their respective Affiliates nor any person acting on their behalf shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither the Joint Bookrunners nor any of their respective Affiliates nor any person acting on their behalf shall have any responsibility or liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Joint Bookrunners may determine. 

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of the Joint Bookrunners under the Placing Agreement are conditional on, amongst other things: 

(A) there not having been, or there not having been made public, a material adverse change in, or any development involving a prospective material adverse change in or affecting the condition, financial, operational or otherwise, or in the earnings, management, business affairs, business prospects or financial prospects of the Company or the Group as a whole, whether or not foreseeable and whether or not arising in the ordinary course of business since the date of the Placing Agreement;

(B) agreement being reached between the Company and the Joint Bookrunners on the Placing Price and the number of Placing Shares, and the publication by the Company of a pricing announcement; 

(C) the passing of the Resolution, without amendment, at the EGM;

(D) the representations and warranties contained in the Placing Agreement being true and accurate on the date of the Placing Agreement, on the date of release of the pricing announcement and on Admission;

(E) there having occurred no material default or material breach by the Company or ENEL (as the case may be) of any of the terms of the Farm-out Agreement and all events and conditions contemplated by the Farm-out Agreement as having occurred or been satisfied prior to Admission having occurred or been satisfied in all material respects and no event having arisen at any time prior to Admission which gives a party thereto a right to terminate the Farm-out Agreement;

(E) the Company complying in all material respects with its obligations under the Placing Agreement to the extent the same fall to be performed or satisfied prior to Admission and the Joint Bookrunners receiving a certificate from the Company confirming such is the case; 

(F) the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and

(G) Admission taking place by 8.00 a.m. (London time) on 13 June 2011 (or such later date as the Company and the Joint Bookrunners may otherwise agree).

If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or, where permitted, waived by the Joint Bookrunners, by the respective time or date where specified (or such later time and/or date as the Company and the Joint Bookrunners may agree), or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and each Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof. 

The Joint Bookrunners may, at their discretion and upon such terms as they think fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that the condition in the Placing Agreement relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement. 

None of the Joint Bookrunners, the Company or any other person shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision made as to whether or not to waive or to extend the time and / or the date for the satisfaction of any condition to the Placing nor for any decision made as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners. 

By participating in the Bookbuild, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Termination of the Placing Agreement" below, and will not be capable of rescission or termination by the Placee.

Termination of the Placing Agreement

The Joint Bookrunners are entitled, at any time before Admission, to terminate the Placing Agreement in relation to their obligations in respect of the Placing Shares by giving notice to the Company if, amongst other things: 

(A) there has been a breach or an alleged breach of any of the warranties and representations contained in the Placing Agreement or any failure to perform any of the undertakings or agreements in the Placing Agreement; or 

(B) it shall come to the notice of the Joint Bookrunners that any statement contained in this Announcement, the Circular or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing (together the "Placing Documents"), or any of them, is or has become untrue, incorrect or misleading in any respect, or any matter has arisen, which would, if the Placing were made at that time, constitute a material omission from the Placing Documents, or any of them, and which the Joint Bookrunners consider to be material; or

(C) in the opinion of the Joint Bookrunners, there has been, or the Joint Bookrunners have become aware of, or there has been made public, a material adverse change, or any development reasonably likely to involve a material adverse change in the condition (financial, operational, legal or otherwise), or in the earnings, business affairs, solvency or prospects of the Company, whether or not foreseeable and whether or not arising in the ordinary course of business since the date of the Placing Agreement the effect of which is such as to make it, in the good faith judgment of any Joint Bookrunner, impracticable or inadvisable to market the Placing Shares or to enforce contracts for the sale of the Placing Shares; or 

(D) there has occurred (i) any material adverse change in the financial markets in the United States, the United Kingdom, member states of the European Union or in the international financial markets, (ii) any outbreak or escalation of hostilities, act of terrorism or other calamity or crisis or (iii) any change or development involving a prospective change in national, United Kingdom, Algerian or international political, financial or economic conditions, or currency exchange rates, in each case the effect of which is such as to make it, in the good faith judgement of the Joint Bookrunners, impracticable or inadvisable to market the Placing Shares or to enforce contracts for the sale of the Placing Shares; or

(E) the quotation of the Ordinary Shares on AIM or the ESM has been cancelled, or trading in any shares in the Company has been suspended or limited by the London Stock Exchange or the Irish Stock Exchange, or if trading generally on the London Stock Exchange or the New York Stock Exchange has been suspended or limited, or there are certain other disruptions, limitations or suspensions in respect of the operations of certain stock exchanges or a banking moratorium is declared by certain authorities.

Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions. 

By participating in the Placing, Placees agree that the exercise by the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and that they need not make any reference to Placees in this regard and that, to the fullest extent permitted by law, the Joint Bookrunners shall have no responsibility or liability to Placees whatsoever in connection with any such exercise or failure so to exercise. 

No offering document

No offering document, prospectus or admission document has been or will be prepared in relation to the Placing, and Placees' commitments will be made solely on the basis of publicly available information taken together with the information contained in this Announcement (including this Appendix) released by the Company today, and any Exchange Information (as defined below) previously published by the Company and subject to the further terms set forth in the contract note to be provided to individual prospective Placees. 

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) and the publicly available information released by or on behalf of the Company is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company (other than publicly available information) or the Joint Bookrunners or their respective Affiliates (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the contract note referred to below) or any other person and none of the Joint Bookrunners, their respective Affiliates, any persons acting on their behalf or the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation. 

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN IE0003186172) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), using the delivery versus payment mechanism, subject to certain exceptions. The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if, in the Joint Bookrunners' opinion, delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction. 

Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note stating the number of Placing Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to the Joint Bookrunner to whom such Placee submitted its bid for Placing Shares (the "Relevant Joint Bookrunner") and settlement instructions. Placees should settle against: (i) CREST ID: 686, Member Account ID: IPO (in the case of BofA Merrill Lynch); or (ii) CREST ID 189, Member Account ID: New Issues Account (in the case of Davy); or (iii) CREST ID 834, Member Account ID: Clearing (in the case of Mirabaud). It is expected that such contract note will be despatched on 13 May 2011 and that this will also be the trade date.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with the Relevant Joint Bookrunner. 

The Company will deliver the Placing Shares to a CREST account operated by the Relevant Joint Bookrunner as agent for the Company and the Relevant Joint Bookrunner will enter its delivery (DEL) instruction into the CREST system. The Relevant Joint Bookrunner will hold any Placing Shares delivered to this account as nominee for its Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement will be on 13 June 2011 in accordance with the instructions given to the Relevant Joint Bookrunner. 

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Joint Bookrunners. 

Each Placee agrees that, if it does not comply with these obligations, the Joint Bookrunners may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and shall be required to bear any stamp duty, stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. 

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject to as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (together with interest and penalties) is payable in respect of the issue of the Placing Shares, neither the Joint Bookrunners nor the Company shall be responsible for the payment thereof. 

Representations and warranties

By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Joint Bookrunners (in their capacity as underwriter of the Placing Shares and bookrunner and placing agent of the Company in respect of the Placing) and the Company, in each case as a fundamental term of their application for Placing Shares as set out below. Each Placee (and any person acting on such Placee's behalf): 

1. represents and warrants that it has read and understood this Announcement, including the Appendix, in its entirety and that its subscription for the Placing Shares is subject to and based upon all the terms, conditions, warranties, acknowledgements, agreements and undertakings and other information contained herein;

2. acknowledges and agrees that no prospectus or admission document has been or will be prepared in connection with the Placing and represents and warrants that it has not received an admission document or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;

3. acknowledges that the Ordinary Shares are admitted to trading on AIM and the ESM, and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the AIM and the ESM (collectively, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years and that it has reviewed such Exchange Information and is able to obtain or access such Exchange Information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

4. acknowledges that none of the Joint Bookrunners or the Company nor any of their Affiliates nor any person acting on behalf of any of them has provided, and will not provide, it with any material or information regarding the Placing Shares, the Placing or the Company or any other person other than this Announcement; nor has it requested any of the Joint Bookrunners, the Company, any of their Affiliates or any person acting on behalf of any of them to provide it with any such material or information;

5. acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada, Japan or South Africa or any other Prohibited Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, in or into such Prohibited Jurisdictions;

6. confirms that (i) it is not within the United States; (ii) it is not within Canada, Japan or any other Prohibited Jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares; (iii) it is not acquiring the Placing Shares for the account of any person who is located in the United States, unless the instruction to acquire was received from a person outside the United States and the person giving such instruction has confirmed that it has the authority to give such instruction, and that either (a) it has investment discretion over such account or (b) it is an investment manager or investment company and, in the case of each of (a) and (b), that it is acquiring the Placing Shares in an "offshore transaction" (within the meaning of Regulation S); and (iv) it is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Placing Shares into the United States or any other Prohibited Jurisdiction;

7. represents and warrants that, if a resident of South Africa, it has sought independent advice regarding any permissions that may be required of the Exchange Control Division of the SARB with regard to the subscription for Placing Shares by it and acknowledges that, to the extent that Placing Shares are offered for subscription, acquisition or sale in South Africa, such offer is being effected in terms of section 144 of the South African Companies Act and does not constitute an offer to the public or any sector of the public within the meaning of the South African Companies Act;

8. represents and warrants that, if resident in Australia it is a professional investor, as defined in section 9 below and for the purposes of section 708(11) of the Corporations Act 2001 (Cth) of Australia, or the minimum amount to be paid by it for the Placing Shares to be subscribed for by it will be not less than AUD500,000;

9. represents and warrants that, if resident in Australia it is not acquiring the Placing Shares for the purpose of resale, transfer or the granting, issuing or transferring interests in, or options over them and will not offer any Placing Shares for resale in Australia within 12 months of any such Placing Shares being issued to it unless the resale offer is exempt from the requirement to issue a disclosure document under section 708 of the Corporations Act 2001 (Cth) of Australia;

10. acknowledges that the Placing Shares have not been and will not be qualified by a prospectus under Canadian Securities Laws and are not being offered or sold to any person in any Canadian jurisdiction;

11. acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that neither the Joint Bookrunners, their respective Affiliates nor any person acting on their behalf has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement, any information previously published by or on behalf of the Company or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or investigations, representations, warranties or statements made by the Joint Bookrunners or the Company and neither the Joint Bookrunners nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing; 

12. acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by the Joint Bookrunners, any of their respective Affiliates or any person acting on the Joint Bookrunners' or any of their respective Affiliates' behalf and understands that (i) none of the Joint Bookrunners, any of their respective Affiliates nor any person acting on their behalf has or shall have any liability for public information or any representation; (ii) none of the Joint Bookrunners, any of their respective Affiliates nor any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this document or otherwise; and that (iii) none of the Joint Bookrunners, any of their respective Affiliates nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;

13. acknowledges that none of the Joint Bookrunners nor any person acting on behalf of them nor any of their respective Affiliates has or shall have any responsibility or liability for any Exchange Information, any publicly available or filed information, any information made available to Placees (whether in written or oral form) during roadshow meetings held by the Company following publication of the audited financial information of the Company for the 12 months ended 31 December 2010, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person; 

14. represents and warrants that neither it, nor the person specified by it for registration as a holder of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person whose business either is or includes issuing depositary receipts or the provision of clearance services and therefore that the issue to the Placee, or the person specified by the Placee for registration as holder, of the Placing Shares will not give rise to a liability under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance system; 

15. acknowledges that no action has been or will be taken by the Company, the Joint Bookrunners or any person acting on behalf of the Company or the Joint Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

16. represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Criminal Justice Act 1993, the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations; 

17. represents and warrants that it is acting as principal only in respect of the Placing or, if it is acting for any other person (i) it is duly authorised to do so, (ii) it is and will remain liable to the Company and/or the Joint Bookrunners for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person), (iii) it is both an "authorised person" for the purposes of FSMA and a "qualified investor" ("Qualified Investor") as defined in the Prospectus Directive acting as agent for such person, and (iv) such person is either (1) a "qualified investor" as referred to at section 86(7) of FSMA or (2) a "client" (as defined in section 86(2) of FSMA) of its that has engaged it to act as such client's agent on terms which enable it to make decisions concerning the Placing or any other offers of transferable securities on such client's behalf without reference to such client;

18. represents and warrants that it will subscribe for any Placing Shares for which it subscribes for its account or for one or more accounts as to each of which it exercises sole investment discretion and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

19. if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive (including any relevant implementing measure in any member state), represents and warrants that the Placing Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than to Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the proposed offer or resale; 

20. represents and warrants that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to Qualified Investors or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA; 

21. acknowledges that any offer of Placing Shares may only be directed at persons in member states of the European Economic Area who are Qualified Investors and represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state); 

22. represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person; 

23. represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom; 

24. represents and warrants that it is a person falling within Article 19(1), Article 19(5) and/or Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or is a person to whom this Announcement may otherwise be lawfully communicated;

25. represents and warrants that (i) it and any person acting on its behalf has capacity and authority and is otherwise entitled to subscribe for and purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has not taken any action which will or may result in the Company, the Joint Bookrunners, any of their respective Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing and (iv) that the subscription for and purchase of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

26. undertakes that it and any person acting on its behalf will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as the Joint Bookrunners may in their absolute discretion determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this document) which may arise upon the sale of such Placee's Placing Shares on its behalf; 

27. acknowledges that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum; 

28. acknowledges that none of the Joint Bookrunners or any of their respective Affiliates, nor any person acting on their behalf, is making any recommendations to it or advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Joint Bookrunners and that the Joint Bookrunners have no duties or responsibilities to any Placee for providing the protections afforded to their respective clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of the Joint Bookrunners' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right; 

29. undertakes that (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) itself or (b) its nominee, as the case may be; (ii) neither the Joint Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax (together with interest and penalties) resulting from a failure to observe this requirement and (iii) each Placee and any person acting on behalf of such Placee agrees to participate in the Placing on the basis that the Placing Shares will be allotted to the CREST stock account of the Relevant Joint Bookrunner who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis; 

30. acknowledges that these Terms and Conditions and any agreements entered into by it pursuant to these Terms and Conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Joint Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

31. acknowledges that the Joint Bookrunners and the Company and their respective Affiliates will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are irrevocable and it irrevocably authorises the Joint Bookrunners to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

32. agrees to indemnify on an after-tax basis and hold the Company, the Joint Bookrunners, any of their respective Affiliates and any person acting on their behalf harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing; 

33. acknowledges that it irrevocably appoints any director of the Joint Bookrunners as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

34. acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing; 

35. in making any decision to subscribe for the Placing Shares, confirms that (i) it has knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares; (ii) it is experienced in investing in securities of this nature in the Company's sector and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with, the Placing; (iii) it has relied on its own examination and due diligence of the Company and its Affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved; (iv) it has had sufficient time to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the tax, legal, currency and other economic considerations relevant to such investment and (v) will not look to the Company, the Joint Bookrunners, any of their respective Affiliates or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;

36. acknowledges and agrees that the Joint Bookrunners do not owe any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

37. understands and agrees that it may not rely on any investigation that the Joint Bookrunners or any person acting on their behalf may or may not have conducted with respect to the Company and its Affiliates or the Placing and the Joint Bookrunners have not made any representation to it, express or implied, with respect to the accuracy or adequacy of publicly available information concerning the Company, the merits of the Placing, the subscription for the Placing Shares, or as to the condition, financial or otherwise, of the Company and its Affiliates, or as to any other matter relating thereto, and nothing herein shall be construed as a recommendation to it to subscribe for the Placing Shares. It acknowledges and agrees that no information has been prepared by, or is the responsibility of, the Joint Bookrunners for the purposes of this Placing;

38. accordingly it acknowledges and agrees that it will not hold the Joint Bookrunners or any of their respective Affiliates or any person acting on its behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Company's group or information made available (whether in written or oral form) relating to the Company's group (the "Information") and that none of the Joint Bookrunners or any person acting on behalf of the Joint Bookrunners, makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information;

39. acknowledges that in connection with the Placing, the Joint Bookrunners and any of their respective Affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to any of the Joint Bookrunners and any Affiliate acting in such capacity. Neither the Joint Bookrunners nor any Affiliate intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so;

40. if in South Africa, it will directly subscribe for the Placing Shares and the placing price payable by it will be more than ZAR100,000 (approximately £9,000) and it warrants and represents that it is (a) a bank registered or provisionally registered in terms of the Banks Act, 1990 (Act No 94 of 1990); or (b) a mutual bank registered or provisionally registered in terms of the Mutual Banks Act, 1993 (Act No 124 of 1993);or (c) a long-term insurer as defined in the Long-term Insurance Act, 1998 (Act No 52 of 1998); or (d) a short-term insurer as defined in the Short-term Insurance Act, 1998 (Act No 53 of 1998) and in each case is acting as principal and the wholly-owned subsidiaries of such entities will also fall within the exemption when they act as agent in the capacity of authorised portfolio manager for a pension fund registered in terms of the Pension Funds Act, 1956 (Act No 24 of 1956), or as manager for a collective investment scheme registered in terms of the Collective Investment Schemes Control Act, 2002 (Act No 45 of 2002);

41. represents and warrants that neither it nor its Affiliates nor any person acting on its or their behalf have engaged or will engage in any "directed selling efforts" with respect to the Placing Shares;

42. represents and warrants that it is, or at the time the Placing Shares are acquired, it will be, (a) the beneficial owner of such Placing Shares and is neither a person located in the United States of America, its territories or possessions, any state of the United States or the District of Columbia (the "United States") nor on behalf of a person in the United States, (b) acquiring the Placing Shares in an offshore transaction (as defined in Regulation S) and (c) will not offer or sell, directly or indirectly, any of the Placing Shares in the United States except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; and

43. acknowledges that when subscribing for Placing Shares pursuant to Regulation S: (i) the Placing Shares are being offered and sold pursuant to Regulation S in a transaction not involving a public offering of securities in the United States and the Placing Shares have not been and will not be registered under the Securities Act; and (ii) the offer and sale of the Placing Shares to it has been made outside of the United States in an "offshore transaction" (as such term is defined in Regulation S); (iii) it is outside the United States during any offer or sale of Placing Shares to it and (iv) the Company has not been registered as an "investment company" under the United States Investment Company Act of 1940, as amended.

The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of each of the Company and the Joint Bookrunners (for their own benefit and, where relevant, the benefit of their respective Affiliates and any person acting on their behalf) and are irrevocable. The agreement to settle a Placee's allocation (and/or the allocation of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person whose business either is or includes issuing depositary receipts or the provision of clearance services. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither the Company nor the Joint Bookrunners shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Joint Bookrunners accordingly.

In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other similar impost, duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares. 

When a Placee or person acting on behalf of the Placee is dealing with the Joint Bookrunners, any money held in an account with any of the Joint Bookrunners on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FSA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the Joint Bookrunners' money in accordance with the client money rules and will be used by the Joint Bookrunners in the course of their own business; and the Placee will rank only as a general creditor of the Joint Bookrunners.

All times and dates in this Announcement may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes. 

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. 

The rights and remedies of the Joint Bookrunners and the Company under these Terms and Conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

Each Placee may be asked to disclose in writing or orally to the Joint Bookrunners:

(A) if he is an individual, his nationality; or

(B) if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

DEFINITIONS

In this Announcement:

"Admission" means the admission of the Placing Shares to trading on AIM by the London Stock Exchange becoming effective in accordance with rule 6 of the AIM Rules for Companies and the admission of the Placing Shares to trading on the ESM by the Irish Stock Exchange becoming effective in accordance with the ESM Rules for Companies;

"Affiliate" has the meaning given in Rule 501(b) of Regulation D promulgated under the Securities Act or Rule 405 under the Securities Act, as applicable;

"AIM" means AIM, a market operated by the London Stock Exchange;

"AIM Rules for Companies" means the AIM Rules for Companies published by the London Stock Exchange from time to time;

"Announcement" means this Announcement (including the Appendix to this Announcement);

"AUD" means Australian Dollars, the lawful currency of Australia;

"BofA Merrill Lynch" means Merrill Lynch International;

"Bookbuild" means the bookbuilding process to be commenced by the Joint Bookrunners to use reasonable endeavours to procure placees for the Placing Shares, as described in this Announcement and subject to the terms and conditions set out in this Announcement and the Placing Agreement;

"Circular" means the circular to shareholders of the Company containing the notice of EGM which is expected to be posted on 16 May 2011;

"Company" or "Petroceltic" means Petroceltic International plc;

"CREST" means the relevant system, as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755) (in respect of which Euroclear UK & Ireland Limited is the operator);

"Davy" means J&E Davy, trading as Davy, including its affiliate Davy Corporate Finance;

"DFSA" means the Dubai Financial Services Authority;

"EGM" means the general meeting of the Company proposed to be held on or around 10 June 2011;

"ENEL" means ENEL Trade S.p.A.;

"ESM" means the Enterprise Securities Market of the Irish Stock Exchange;

"ESM Rules for Companies" means the ESM Rules for Companies published by the Irish Stock Exchange;

"Farm-out Agreement" means a sale and purchase agreement dated 28 April 2011 between the Company and ENEL;

"FSA" means the Financial Services Authority;

"FSMA" means the Financial Services and Markets Act 2000;

"Group" means the Company and its subsidiary undertakings;

"Irish Stock Exchange" means the Irish Stock Exchange Limited;

"London Stock Exchange" means the London Stock Exchange plc;

"Ordinary Share" means an ordinary share of €0.0125c each in the capital of the Company;

"Placee" means any person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given;

"Placing" means the placing of the Placing Shares by the Joint Bookrunners, on behalf of the Company, with institutional investors;

"Placing Agreement" means the placing agreement dated 12 May 2011 between the Company and the Joint Bookrunners in respect of the Placing;

"Placing Price" means the price per Ordinary Share at which the Placing Shares are placed;

"Placing Shares" means the Ordinary Shares to be issued pursuant to the Placing, the number of which is to be determined at the close of the Bookbuild;

"Prospectus Directive" means the Directive of the European Parliament and of the Council of the European Union 2003/71/EC, as amended;

"PSC" means the Isarene production sharing contract between the Company and Sonotrach dated April 2005;

"Regulation S" means Regulation S promulgated under the Securities Act;

"Regulatory Information Service" means an information service that is approved by the FSA and on the FSA's list of Registered Information Services;

"Resolution" means the resolution to be set out in the notice of EGM pursuant to which it is proposed that the Directors be authorised to allot the Placing Shares on an non pre-emptive basis;

"SARB" means the South African Reserve Bank;

"Securities Act" means the US Securities Act of 1933, as amended;

"Sonatrach" means the Algerian National Company for Hydrocarbons;

"South Africa" means the Republic of South Africa;

"South African Companies Act" means the Companies Act No. 61 of 1973 of South Africa, as amended;

"Terms and Conditions" means the terms and conditions of the Placing set out in the Appendix to this Announcement;

"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland;

"United States" or "US" means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

"US$" means United States dollars, the lawful currency of the United States

"ZAR" means the South African Rand, the lawful currency of South Africa;

"£" means the lawful currency of the United Kingdom; and

"€" means euro, the lawful currency of the European Union.