REG - Worldview Cap ManPetroceltic Intnl - Form 8.3 - Petroceltic International PLC

Thu Sep 27, 2012 9:11am EDT

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RNS Number : 3444N
Worldview Capital Management LLP
27 September 2012
 



FORM 8.3

 

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Identity of the person whose positions/dealings are being disclosed:

Worldview EHS International Master Fund

 

Worldview Special Situations Fund LP

 

(See Appendix)

 

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

     The naming of nominee or vehicle companies is insufficient

See Appendix

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

Petroceltic International Plc

(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:

 


(e) Date position held/dealing undertaken:

26 September 2012

(f)  Has the discloser previously disclosed, or are they today disclosing, under the Code in respect of any other party to this offer?

No

 

2.         POSITIONS OF THE PERSON MAKING THE DISCLOSURE

 

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

 

Class of relevant security:

 

ORD EURO.0125

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled: (See Appendix)

 

 

 

8,940,000

 

0.377%



(2) Derivatives (other than options): (See Appendix)

 

 

143,040,668

 

 

6,038%

 



(3) Options and agreements to purchase/sell:





 

     TOTAL:

 

151,980,668

 

 

6,4154%

 



 

All interests and all short positions should be disclosed.

 

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

(b)        Rights to subscribe for new securities (including directors' and other executive options)

 

Class of relevant security in relation to which subscription right exists:


Details, including nature of the rights concerned and relevant percentages:


 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

3.         DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

 

(a)        Purchases and sales

 

Class of relevant security

Purchase/sale

 

Number of securities

Price per unit



 

 


 

(b)        Derivatives transactions (other than options)

 

Class of relevant security

Product description

e.g. CFD

Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit

 

ORD EURO.0125

 

 

Swap Contracts

 

Increase in a long position

 

11,000,000

 

7.35p

 

ORD EURO.0125

 

 

Swap Contracts

 

Increase in a long position

 

500,000

 

7.9p

 

ORD EURO.0125

 

 

Swap Contracts

 

Increase in a long position

 

355,557

 

7.35p

 

ORD EURO.0125

 

 

Swap Contracts

 

Increase in a long position

 

215,466

 

1.40404p

 

ORD EURO.0125

 

 

Swap Contracts

 

Increase in a long position

 

 

2,000,000

 

7.15p

 

ORD EURO.0125

 

 

Swap Contracts

 

Increase in a long position

 

5,000,000

 

7.12p

 

 

 

ORD EURO.0125

 

 

Swap Contracts

 

Increase in a long position

 

2,040,668

 

7.1075p

 

 

 

ORD EURO.0125

 

 

 

Swap Contracts

 

Increase in a long position

 

9,627,484

 

 

7.1103p

 

 

(c)        Options transactions in respect of existing securities

 

(i)         Writing, selling, purchasing or varying

 

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit

Type

e.g. American, European etc.

Expiry date

Option money paid/ received per unit









 

(ii)        Exercising

 

Class of relevant security

Product description

e.g. call option

Number of securities

Exercise price per unit




 

 

 

(d)        Other dealings (including subscribing for new securities)

 

Class of relevant security

Nature of dealing

e.g. subscription, conversion

Details

Price per unit (if applicable)


 

 



 

The currency of all prices and other monetary amounts should be stated.

 

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

If there are no such agreements, arrangements or understandings, state "none"

None

 

 

(b)        Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to:

(i)  the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

 

None

 

 

(c)        Attachments

 

Is a Supplemental Form 8 (Open Positions) attached?

NO

 

 

Date of disclosure:

26  September 2012

Contact name:

Umesh Mittal & Angelo Moskov

Telephone number:

020 3551 7661

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

Appendix to Form 8.3 dated 26 September 2012

 

Worldview Capital Management SA is the investment manager ("Investment Manager") for Worldview EHS International Master Fund and the Worldview Special Situations Fund LP. Worldview Capital Management LLP is a sub - advisor to the Investment Manager.

 

The interests in shares in Petroceltic International Plc are held as follows:

 

(1) 8,940,000 (0.377 %) shares held directly by Worldview Special Situations Fund LP.

 

(2) Interest in 143,040,668 (6,0380%) shares through swap contracts between Worldview EHS International Master Fund, UBS and Credit Suisse (as prime brokers), as follows:

 

(A)        Credit Suisse Securities (Europe) Limited ("Credit Suisse") is the prime      broker in relation to 83,372,516 shares, the contract is until 7 May 2013.

 

(B)        UBS Securities LLC ("UBS") is the prime broker in relation to 59,668,152    shares, the contract is until 15 December 2016.

 

 


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