TIDMBPC
RNS Number : 5390V
Bahamas Petroleum Company PLC
07 August 2020
07 August 2020
Bahamas Petroleum Company plc
("BPC" or the "Company")
Completion of Merger with Columbus Energy Resources plc and
Issue of New Shares
Bahamas Petroleum Company plc ("BPC"), the Caribbean and
Atlantic margin focused oil and gas company, with exploration,
production, appraisal and development assets across the region, is
pleased to confirm that, as of today, the merger with Columbus
Energy Resources Plc ("Columbus"), effected by means of a Court
sanctioned scheme of arrangement under Part 26 of the Companies Act
2006 (the "Scheme"), has completed.
Pursuant to the Scheme, a total of 757,261,511 new BPC ordinary
shares will be issued and allotted to holders of Scheme Shares,
5,160,305 new BPC ordinary shares will be issued to Columbus's
management pursuant to their respective settlement and termination
arrangements and 106,466,976 new BPC shares will be issued and
allotted to Trafalgar Capital Management (HK) Limited pursuant to
the Replacement Funding Agreement, the proceeds of which will be
used to settle the Lind Convertible Loan Agreement. Therefore, a
total of 868,888,792 new BPC ordinary shares (together, the "New
Shares") will be issued and allotted pursuant to the Scheme.
A further issue of approximately 21 million new BPC ordinary
shares and 17 million new BPC nil cost options, pursuant to the
Columbus Executive Salary Options and as set out in Columbus's
Scheme Document, and 31 million new BPC ordinary shares to BPC's
advisors in relation to the merger is expected to occur during the
week commencing 17 August 2020, with the exact number to be
finalised during the week commencing 10 August 2020. A further
announcement will be made when these shares and options are
issued.
As announced on 5 August 2020, until such time as the Goudron
EPSC is entered into, which is expected will occur in the ordinary
course of business, BPC and Columbus's management have agreed to
delay the issuance of a further 25,562,167 new BPC ordinary shares
due to Columbus's management pursuant to their respective
settlement and termination arrangements, as set out in Columbus's
Scheme Document. These new BPC ordinary shares will be issued once
the Goudron EPSC is entered into, and a further announcement will
be made when these shares are issued.
The New Shares will rank pari passu with the existing ordinary
shares of 0.002p each in the capital of BPC (the "Ordinary
Shares"). Application has been made to the London Stock Exchange
for admission of the New Shares to trading on AIM. Admission is
expected to occur on 10 August 2020 and CREST accounts will be
credited as soon as possible after 8.00 am on 10 August 2020. The
latest date for dispatch of share certificates in respect of the
New Shares is 21 August 2020.
Following the issue of the New Shares, the Company's total
issued share capital will comprise 3,352,664,877 Ordinary
Shares.
The Company does not hold any shares in treasury at the date of
this disclosure. The issued share capital figure can be used by
shareholders as the denominator for the calculations by which to
determine if they are required to notify their interest in, or a
change to their interest in, the Company under the FCA's Disclosure
and Transparency Rules.
Defined terms used but not defined in this announcement have the
meaning given to them in Columbus's Scheme Document, a copy of
which, is available on the BPC website at www.bpcplc.com .
Simon Potter, Chief Executive Officer of BPC, said:
"With the completion of the merger of BPC and Columbus, we today
become a single company, in pursuit of a single-minded vision: the
creation of a revenue generating, full-cycle, Atlantic margin
exploration and production (E&P) business.
To achieve this vision we have a clear strategy, where we will
apply a portfolio approach to asset ownership across the full life
cycle of the hydrocarbons business, in a manner that appropriately
balances risk and reward, ensures access to capital on competitive
terms, and effectively leverages our core expertise and experience.
Going forward, BPC is an exploration and production business,
intent on generating reliable, growing production cashflows capable
of supporting exploration activities, and which together will
create significant value for all stakeholders. The merger of the
two companies allows each to provide something different from
within that business cycle to the combined new company; each is
providing what the other hitherto has not or does not have.
Together the asset base is more robust, has broader interests and
is, as a consequence, more financeable and thus more valuable.
Many people have worked tirelessly from both companies and
advisor groups in order to bring this merger about - even more so
given the difficult and trying circumstances brought about by
Covid-19 restrictions. I would like to thank them all for their
efforts.
Now comes the hard work."
For further information, please contact:
Bahamas Petroleum Company plc Tel: +44 (0) 1624
Simon Potter, Chief Executive Officer 647 882
Gneiss Energy Limited - Financial Advisor T el: +44 (0) 20 3983
Jon Fitzpatrick / Paul Weidman 9263
Strand Hanson Limited - Nomad Tel: +44 (0) 20 7409
Rory Murphy / James Spinney / Jack Botros 3494
Shore Capital Stockbrokers Limited Tel: +44 (0) 207 408
Jerry Keen / Toby Gibbs 4090
CAMARCO Tel: +44 (0) 20 3757
Billy Clegg / James Crothers / Hugo Liddy 4983
ENDS
Notes to editors
Bahamas Petroleum Company plc ("BPC"), is a Caribbean and
Atlantic margin focused oil and gas company, with exploration,
production, appraisal and development assets in licences located in
the waters of The Bahamas and Uruguay and onshore licenses in
Trinidad and Suriname. BPC is currently on-track for drilling an
initial exploration well in The Bahamas, Perseverance #1, in late
2020 / early 2021, with the well targeting recoverable P50
prospective oil resources of 0.77 billion barrels, with an upside
of 1.44 billion barrels. BPC's exploration licence in Uruguay is
highly prospective, with a potential resource of 1 billion barrels
of oil equivalent. In Trinidad, BPC has five producing fields, two
appraisal / development projects and a prospective exploration
portfolio in the South West Peninsula. In Suriname, BPC has an
onshore appraisal / development project.
BPC is listed on the AIM of the London Stock Exchange.
www.bpcplc.com
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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