Bankers
Petroleum files information circular in connection with special
meeting of shareholders to consider acquisition by Geo-Jade
CALGARY, April 20, 2016 /CNW/ - Bankers Petroleum Ltd.
("Bankers" or the "Company") (TSX: BNK, AIM: BNK) is pleased to
announce that it has filed its Management Information Circular (the
"Circular") and related proxy materials on SEDAR and its website
(http://www.bankerspetroleum.com/), in advance of the Company's
special meeting of shareholders to be held on May 31, 2016 (the "Special Meeting"). The purpose
of the Special Meeting is to seek approval of the proposed plan of
arrangement (the "Arrangement") with affiliates of Geo-Jade
Petroleum Corporation ("Geo-Jade").
As previously announced on March 20,
2016, Bankers has entered into a definitive agreement (the
"Arrangement Agreement") with affiliates of Geo-Jade for the
purchase of all the issued and outstanding common shares of Bankers
("Bankers Shares") at a cash price of C$2.20 per Bankers Share. If approved at the
Special Meeting, closing of the Arrangement remains on track to
occur in late June 2016, following
which, the Bankers Shares will be delisted from the Toronto Stock
Exchange ("TSX") and the AIM market of the London Stock
Exchange.
Bankers' shareholders of record on April
19, 2016 will receive notice of and be entitled to vote at
the Special Meeting. The Arrangement must be approved by the
holders of not less than 66?% of the Bankers Shares present in
person or represented by proxy at the Special Meeting. Shareholders
are encouraged to read the Circular as it provides important
information about Bankers and the Arrangement.
Benefits of the
Arrangement include:
- Cash price of C$2.20 per Bankers
Share
- Bankers debt will be handled separately by the purchasing
Company and will not affect the stated purchase price of
$2.20 per Bankers Share
- The Arrangement is an opportunity for shareholders to
crystalize value representing a premium of 98% over Bankers'
closing share price on the TSX of C$1.11 on March 18,
2016, and 109% over the 30-trading day volume weighted
average trading price of Bankers Shares of C$1.05 per share ending on March 18, 2016
- The Arrangement has received the unanimous approval of the
Board of Directors of Bankers and carries the full support of
Bankers' Management team
Shareholder
Voting:
Bankers' Board of Directors unanimously recommends that
shareholders vote in favor of the Arrangement.
Shareholders who have questions regarding the Arrangement or
require assistance with voting may contact the Proxy Solicitation
Agent below:
Laurel Hill Advisory Group
Toll Free: 1-877-452-7184
International: +1 416-304-0211 outside Canada and the US
By Email: assistance@laurelhill.com
Special Meeting
for Shareholders:
The Special Meeting will be held at The Metropolitan Centre
(Strand/Tivoli Rm), 333 4th Avenue SW, Calgary, Alberta on Tuesday, May 31, 2016 at 3:00 p.m. (Calgary time).
Bankers will provide further information with respect to the
timing of closing of the Arrangement and the delisting of the
Bankers Shares from the TSX and AIM as updates become available
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About Bankers
Petroleum Ltd.
Bankers Petroleum Ltd. is a
Canadian-based oil and gas exploration and production company
focused on developing large oil and gas reserves in Albania and Eastern
Europe. In Albania, Bankers
operates and has the full rights to develop the Patos-Marinza heavy
oilfield, has a 100% interest in the Kuçova oilfield, and a 100%
interest in Exploration Block "F". In 2015 Bankers acquired an 85%
interest in the rights to explore the Püspökladány Block concession
within the Pannonian Basin located in north eastern Hungary. The Bankers Shares are traded on the
TSX and the AIM Market in London,
England under the stock symbol BNK.
Caution Regarding
Forward-looking Information
Certain information set forth in this
press release, including information and statements which may
contain words such as "could", "plans", "intends" "should",
"anticipate", "expects", "will", "propose", "opportunity",
"future", "continue", and similar expressions and statements
relating to matters that are not historical facts, contain
forward-looking statements, including but not limited to statements
regarding: the proposed Arrangement and the anticipated timing of
closing, and the timing of the Special Meeting. By their nature,
forward-looking statements are subject to numerous risks and
uncertainties, some of which are beyond Bankers' control.
Completion of the Arrangement is subject to a number of conditions,
including receipt of the approval's required by the Investment
Canada Act (Canada) and approvals
required by the People's Republic of
China and the competition authority of Albania, and other conditions which are
typical for transactions of this nature. Failure to satisfy any of
these conditions, the emergence of a superior proposal or the
failure to obtain approval of Bankers' shareholders may result in
the termination of the Arrangement Agreement. The foregoing list is
not exhaustive. Additional information on these and other risks
that could affect completion of the Arrangement is set forth in the
information circular in respect of the Special Meeting, which is
available on SEDAR at http://www.sedar.com/. Readers are cautioned
that the assumptions used in the preparation of such information,
although considered reasonable at the time of preparation, may
prove to be imprecise and, as such, undue reliance should not be
placed on forward-looking statements. The actual results,
performance or achievement of Bankers could differ materially from
those expressed in, or implied by, these forward-looking statements
and, accordingly, no assurance can be given that any of the events
anticipated by the forward-looking statements will transpire or
occur, or if any of them do so, what benefits that Bankers will
derive therefrom. Bankers disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by applicable securities laws.
David French, President and Chief
Executive Officer, (403) 513-6930; Doug
Urch, Executive VP, Finance and Chief Financial Officer,
(403) 513-2691; Laura Bechtel,
Investor Relations & Corporate Communications Specialist, (403)
513-3428; Email: investorrelations@bankerspetroleum.com, Website:
www.bankerspetroleum.com; AIM NOMAD: Canaccord Genuity Limited,
Henry Fitzgerald-O'Connor, +44 0 207
523 8000; AIM BROKER: FirstEnergy Capital LLP, Hugh Sanderson / David
van Erp, +44 0 207 448 0200