TIDMBEY
RNS Number : 0411P
Barryroe Offshore Energy PLC
06 October 2023
Barryroe Offshore Energy PLC (in Examination under Part 10 of
the Companies Act, 2014)
6 October 2023
Proposals for a Scheme of Arrangement
As referenced in the announcement of 2 October 2023, this is a
further announcement in relation to Barryroe Offshore Energy Public
Limited Company (in Examination under part 10 of the Companies Act
2014) ("the Company"). By way of background, on 21 July 2023, a
petition was presented to the High Court in Dublin to place the
Company into Examinership. Kieran Wallace of Interpath Advisory was
appointed Examiner of the Company on 31 July 2023 following
confirmation by the High Court.
As required by the Act, the Examiner has formulated proposals
for a Scheme of Arrangement ("the Scheme") for the Company ("the
Proposals"), full details of which are available at
www.barryroeoffshoreenergy.com .
Meetings of Shareholders and Creditors have been called for 24
October 2023 to consider the Proposals. The meetings of
Shareholders and Creditors will be held at Clayton Hotel
Charlemont, Charlemont St, Saint Kevin's, Dublin at 2.00pm on 24
October 2023. [1]
If the Proposals are approved by the requisite class of
creditors the Examiner will seek a Confirmation Hearing at the High
Court at which the Examiner will ask the Court to confirm the
Proposals and set an Effective Date will be established for their
implementation, expected to be around the end of October 2023.
Summary of the Proposals
Investment Agreement
As previously announced, the Examiner has secured a commitment
for an investment by Lorsden (Jersey) Limited ("the Investor"). The
Investor is the parent company of Vevan Unlimited Company, which is
currently the Company's largest shareholder. Pursuant to an
Investment Agreement, the Investor will make available to the
Company EUR1,050,000 ("the Investor Subscription Monies"). In
addition, the Investor has committed to make available further
funding in the amount of EUR5,000,000 upon agreement of an
appropriate business plan, to be supplemented in due course by
substantial additional funds as required to invest in future
business plan prospects. The Investor has already advanced a loan
of EUR300,000 (the "Deferred Loan Monies") to the Company which has
enabled the Company to fully explore the restructuring options
available to it.
On the Effective Date of the Proposals, the Company shall issue
to the Investor new shares subscribed for using the Subscription
Monies (together the Investor Subscription Monies and the Deferred
Loan Monies) and register the Investor as the holder of such new
shares in its register of members.
Completion of the investment is conditional upon the
cancellation of all of the issued, allotted and to be issued share
capital of the Company in existence as at the Effective Date by
order of the Court pursuant to section 541 and / or section 542 of
the Companies Act 2014 ("the Act") and upon the Proposals being
confirmed by order of the Court in a final judicial determination
pursuant to section 541 of the Act.
Creditors
Subject to the confirmation of the Proposals, the Investor is
making funds available to facilitate the payment of a dividend to
certain classes of Creditors of the Company.
- The Preferential Creditor shall receive 100% of its pre-petition debt.
- The Unsecured Creditors shall receive 70% of their pre-petition debts.
- Any claim of the Contingent Decommissioning Creditor (whether
quantified by agreement or upon the determination under the Expert
Determination Process) shall be paid in the amount of 1% of the
amount so agreed or determined.
Existing Shareholders and Cancellation from AIM and Euronext
Growth Markets
When the Court confirms the Proposals (with or without
modification), the Scheme shall be binding on the shareholders and
creditors of the Company.
Where the Court confirms the Proposals, the interest of the
shareholders in the total issued share capital of the Company will
be eliminated . The shareholders shall receive no distribution on
account of their shares under the Scheme or under these Proposals.
On the Effective Date, the existing shares and all and any rights
attaching or relating thereto will be cancelled.
Any rights and / or entitlements of the shareholders as members
of the Company pursuant to the articles of association of the
Company or any other document, or otherwise, shall cease as of the
Effective Date.
Upon cancellation of all the existing issued share capital the
Company will immediately seek cancellation of its listings on AIM
and Euronext Growth.
The Proposals provide that the Investor will allocate to the
other shareholders (as at 21(st) July), other than Vevan Unlimited
Company, 5% of any after-tax net profits realised by the Company
from the Barryroe field, either through its sale or operation at
any time in the 10 year period after the Effective Date. Those
other shareholders shall not be required to commit additional funds
to participate. Documentation giving effect to this element of the
Proposals will be prepared and distributed by the Investor to those
other shareholders within 30 working days of the Effective
Date.
Expected timetable of Events
Publication of the Notice of Shareholders 6 October 2023
Meeting and Scheme of Arrangement
Posting of the Notice of Meetings and 6 October 2023
Scheme to Shareholders and Creditors
--------------------------
Latest time and Date for receipt of completed no later than 4.00pm
Form of Proxy on 23 October 2023
--------------------------
Shareholders and Creditors Meetings 24 October 2023
--------------------------
Confirmation Hearing at the High Court on or about 27 October
2023 (date to be decided
by the High Court)
--------------------------
Effective Date for implementation of the on or about 31 October
Proposals 2023 (date to be decided
by the High Court)
--------------------------
Cancellation of Admission to trading on on or about 1 November
AIM and Euronext Growth 2023 (the day after
the Effective Date)
--------------------------
Ends
INVESTOR ENQUIRIES:
Barryroe Offshore Energy PLC (in Examination)
investors@barryroeoffshoreenergy.com
Alan Curran, Chief Executive
J & E Davy
Tel: +353 1 679 6363
Anthony Farrell
[1] A Scheme of Arrangement in an Examinership process requires
a majority vote of at least one class of impaired creditors. It
does not require approval of shareholders.
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END
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