ISS AND GLASS
LEWIS RECOMMEND BANKERS SHAREHOLDERS VOTE FOR
THE PROPOSED ACQUISITION BY GEO-JADE
Bankers Shareholders are encouraged
to participate in the Shareholder Vote
and reminded to vote prior to the deadline on May 27, 2016 at 3:00 PM
MDT(Calgary time).
CALGARY, May 18, 2016 – Bankers Petroleum Ltd.
(“Bankers”) (TSX: BNK, AIM: BNK) is pleased to announce that
Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis
& Co. ("Glass Lewis"), leading independent proxy advisory
firms, have recommended that Bankers shareholders vote in favour of
the proposed corporate transaction (the “Arrangement”) at the
Special Meeting (as defined below).
Along with the recommendation that Bankers’ shareholders vote
FOR the Arrangement, Glass Lewis states that the proposed
transaction will allow Shareholders to, “immediately realize an
assured value at a significant premium to the recent unaffected
share price.” ISS further advised that, “a vote FOR is
warranted based on a review of the terms of the transaction, in
particular, the significant cash premium which provides certainty
of value.”
As previously announced on March 20, 2016, Bankers has
entered into an arrangement agreement (the “Arrangement Agreement”)
with affiliates of Geo-Jade Petroleum Corporation in respect of the
Arrangement, which provides for the purchase of all the issued and
outstanding common shares of Bankers “at a cash price
of C$2.20 per Bankers Share.
Special Meeting of Shareholders
Bankers will host its special meeting of shareholders (the
“Special Meeting”) on May 31, 2016,
seeking shareholder approval for the Arrangement. Bankers'
shareholders of record as of April 19, 2016, are
encouraged to vote at the Special Meeting. The Management
Information Circular prepared in connection with the Arrangement
provides important information about Bankers and the Arrangement.
The Management Information Circular and related proxy
materials are available on SEDAR and Bankers’ website
(http://www.bankerspetroleum.com/).
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 Bankers common shares from the TSX
and AIM as updates become available.
Benefits of the
Arrangement include:
- Cash price of C$2.20 per Bankers
common share
- Bankers debt will be handled separately by the purchasing
Company and will not affect the stated purchase price of
$2.20 per Bankers common 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 common 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, who have recommended that
shareholders vote in favor of it, and carries the full support of
Bankers’ management team
Both parties continue to pursue the outstanding regulatory
approvals pursuant to the Investment Canada Act (Canada) and the Chinese State Administration
of Foreign Exchange (SAFE). If approved at the Special Meeting
closing of the Arrangement remains on track to occur in 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.
Shareholder Questions
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
Your Vote is
Important. Please Vote Today.
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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.
For further information, contact:
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 and Corporate Communications Specialist
(403) 513-3428
Email: investorrelations@bankerspetroleum.com
Website: http://www.bankerspetroleum.com/
AIM NOMAD:
Canaccord Genuity Limited
Henry Fitzgerald-O’Connor
+44 0 207 523 8000
AIM BROKER AND
FINANCIAL ADVISOR:
FirstEnergy Capital LLP
Hugh Sanderson / David van Erp
+44 0 207 448 0200
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, the timing of receipt of required regulatory approvals,
the timing of the Special Meeting, the treatment of Bankers debt
and the delisting of the Bankers Shares following completion of the
Arrangement. 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 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.