Sch 1 update - Petroceltic International Plc

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Petroceltic International plc

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

REGISTERED OFFICE AND TRADING ADDRESS

6th Floor, 75 St. Stephens Green, Dublin 2, Ireland

COUNTRY OF INCORPORATION:

Ireland

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.petroceltic.ie

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

On 17 August 2012, the boards of Petroceltic International plc ("Petroceltic") and Melrose Resources plc ("Melrose") announced that they had reached an agreement on the terms of a recommended merger (the "Merger") of Petroceltic and Melrose (together the "Enlarged Company" or the "Enlarged Group"). The Merger will create a regionally focused North Africa, Mediterranean and Black Sea independent oil and gas company with a balanced portfolio comprising production, development and high-impact exploration assets.

The complementary asset bases of the two companies, which comprise Melrose's cash generating production base in Bulgaria and Egypt, Petroceltic's potential development upside of the Ain Tsila gas discovery in Algeria and the high-impact exploration portfolios of both companies in the Kurdistan Region of Iraq, Italy, Romania, Bulgaria and Egypt, balanced across proven and frontier plays, will create a diversified, enlarged entity with current production as well as potential medium and long-term upside through exploration and development programmes.

The Enlarged Group will have 2P reserves of 84.2 MMboe, contingent resources of 357 MMboe and unrisked prospective resources of 1,365 MMboe.

Following the Merger becoming effective, existing Melrose Shareholders will hold 46 per cent of the Enlarged Company and existing Petroceltic Shareholders will hold 54 per cent of the Enlarged Company, on an undiluted basis.

The Merger, which will be implemented by means of a court-sanctioned scheme of arrangement of Melrose under Part 26 of the UK Companies Act 2006, represents a reverse takeover for Petroceltic under the AIM Rules and ESM Rules, and as such is conditional, amongst other things, on the admission to trading on AIM and ESM of the Enlarged Company, and the approval by Petroceltic Shareholders.

On 20 September 2012, the boards of Petroceltic and Melrose separately announced that the resolutions to, inter alia, approve the Merger, proposed at the Petroceltic Extraordinary General Meeting, the Melrose Court Meeting and the Melrose General Meeting respectively, as set out in the Admission Document sent to Petroceltic Shareholders and the Scheme Circular sent to Melrose Shareholders, on 24 August 2012, were all duly passed by the requisite majorities.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

4,388,134,582 ordinary shares of nominal value €0.0125 each

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

No capital to be raised on Readmission

Estimated market cap on Readmission - c. £310.8 million (€388.9 million)

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

23.83%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

The Enterprise Securities Market, a market regulated by the Irish Stock Exchange

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

On Readmission, the composition of the Enlarged Company Board will be as follows:

Robert F M Adair* - Non-Executive Chairman

Brian O'Cathain - Chief Executive Officer

Tom Hickey - Chief Financial Officer

David Thomas* - Chief Operating Officer

James Agnew* - Senior Independent Director

Hugh McCutcheon - Non-Executive Director and Deputy Chairman

Robert Arnott - Non-Executive Director

Con Casey - Non-Executive Director

Alan Parsley* - Non-Executive Director

*Previously directors of Melrose Resources plc

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

The Directors are aware of the following interests in Petroceltic and Melrose, which at the date of this announcement would represent an interest in three per cent or more of the Enlarged Company's share capital or voting rights and which may be notifiable under the AIM Rules or ESM Rules following the Merger becoming Effective and the Readmission occurring:

Note:

1 These figures assume no further Petroceltic or Melrose share are issued prior to the effective date other than in connection with the Merger.

Notes:

1 The number of Enlarged Company Shares following the Merger and the percentage of Enlarged Company issued share capital following the Merger has been calculated by multiplying the relevant Melrose Shareholder's interest by the Exchange Ratio and dividing by the sum of the total number of Existing Petroceltic Shares plus an estimate of the total number of New Petroceltic Shares to be issued to Melrose Shareholders pursuant to the Merger. The actual number of Enlarged Company Shares following the Merger and the percentage of Enlarged Company issued share capital held by each Melrose Shareholder may differ to the above because as part of the Merger it has been agreed to round the fractional entitlements of Melrose Shareholders up.

2 Skye Investments Ltd is a connected company to Robert Adair.

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December;

(ii) 31 December 2011; and

(iii) As follows:

a. Year ended 31 December 2012 by 30 June 2013;

b. 6 months ended 30 June 2013 by 30 September 2013; and

c. Year ended 31 December 2013 by 30 June 2014.

EXPECTED ADMISSION DATE:

11 October 2012

NAME AND ADDRESS OF NOMINATED ADVISER:

Davy

Davy House

49 Dawson Street

Dublin 2

NAME AND ADDRESS OF BROKER:

Davy

Davy House

49 Dawson Street

Dublin 2

Bank of America Merrill Lynch

2 King Edward Street

London

EC1A 1HQ

Mirabaud Securities LLP

33 Grosvenor Place

London

SW1X 7HY

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

Copies of the Admission Document are available, free of charge, to the public during normal business hours on any weekday (except Saturdays, Sundays and public holidays) from the registered office of Petroceltic for the period from the date of publication of the Admission Document (being 17 August 2012) until the date of Admission. The Admission Document contains full details about Petroceltic and its ordinary shares.

The Admission Document is available on Petroceltic's website at www.petroceltic.ie

DATE OF NOTIFICATION:

1 October 2012

NEW/UPDATE:

UPDATE