TIDMBPC
RNS Number : 1783C
Bahamas Petroleum Company PLC
15 October 2020
15 October 2020
Bahamas Petroleum Company plc
("BPC" or the "Company")
Issuance of Ordinary Shares, Options and Warrants
BPC, the Caribbean and Atlantic margin focused oil and gas
company, with exploration, production, appraisal and development
assets across the region, advises of the issuances of: i) new
ordinary shares of 0.002p each in the Company ("Ordinary Shares"),
related to previously announced and shareholder approved salary
deferrals; ii) new Ordinary Shares and warrants to subscribe for
new Ordinary Shares in respect of certain adviser payment
arrangements; iii) previously unallocated options over new Ordinary
Shares from existing shareholder approved schemes; and iv)
potential issue of new Ordinary Shares to executive and management
conditional on certain performance criteria related to operations
in Trinidad and Tobago being met.
Deferred Pay Shares
On 17 December 2014, the Directors entered into an agreement for
the deferral of 20% of their salaries and fees. On 1 April 2016,
the Directors entered into a further agreement for the deferral of
50% of their fees and the CEO entered into an agreement for the
deferral of 90% of his salary, with half of this deferral accruing
into an entitlement to shares and the other half accruing into an
entitlement to cash. On 1 January 2018 the Directors (excluding the
CEO) entered into a further agreement for the deferral of 90% of
their fees, with half of this deferral accruing into an entitlement
to shares and the other half accruing into an entitlement to
cash.
In all cases, the terms of these deferrals were advised to the
market. However, in summary, the deferrals related to fees and
salaries being forgone until completion of a farmout or other
arrangement sufficient to finance the Company's first exploration
well in the Bahamas . Where applicable, the value of fees/salary
forgone accrued at the end of each month as an entitlement to new
Ordinary Shares in the Company, calculated as the value of
fees/salary forgone divided by the volume weighted average closing
share price on AIM of the Company's Ordinary Shares each month.
Determination of whether the first exploration well had been
sufficiently funded was defined as the Company either securing a
farm-in or securing capital via debt and/or equity in excess of
US$25 million, or any combination thereof. It was also subsequently
determined that the Board would consult with the Company's relevant
advisers on the adequacy of well funding prior to determining that
the criteria had been met. Several members of the Company's
executive team and staff had also agreed to a deferral of salary
entitlements on a comparable basis.
In August 2019, shareholders were advised that the total number
of deferred shares owed by the Company to Directors and certain
other executives and staff members under this arrangement amounted
to 116,698,188. Further, shareholders approved the issuance of this
number of Ordinary Shares as and when the initial exploration well
was considered fully funded and following consultation with the
Company's relevant advisers. These entitlements included amounts
due up to 31 July 2019. The circular that set out these proposals
and which was posted to shareholders on 21 August 2019 explained
that deferred payment obligations accruing from 1 August 2019
onwards would be payable in cash or shares at the Company's
discretion, with all relevant Directors and members of management
agreeing that any deferred shares would also be issued when the
initial well was determined to be fully funded. The Company has
elected to settle its obligations to Directors and management for
the period 1 August 2019 to 30 September 2020 in Ordinary Shares
amounting to 30,120,577 shares, such that the total aggregate
number of accrued deferred pay shares as at 1 October 2020 amounted
to 146,818,765 Ordinary Shares (the "Deferred Pay Shares").
Further to the US$12 million equity placing as announced on 1
October 2020 (the "Placing"), the Board, having consulted with the
Company's relevant advisers, has determined that the initial
exploration well is fully funded per the established criteria. As
such, the Company will proceed to issue 146,818,765 Deferred Pay
Shares, in aggregate, as follows:
DIRECTORS Deferred Pay Shares
Bill Schrader 14,155,667
--------------------
James Smith 9,255,630
--------------------
Simon Potter 63,567,276
--------------------
Adrian Collins 10,888,977
--------------------
Ross McDonald 9,255,630
--------------------
Leo Koot 289,970
--------------------
Total Deferred Pay Shares issued
to Directors 107,413,150
--------------------
Management & Former Directors(1) 39,405,615
--------------------
TOTAL DEFERRED PAY SHARES ISSUED 146,818,765
--------------------
(1) Includes accrued shares owing to the Estate of Mr.
Shallcross (former Director) who passed away on 15 October
2019.
Given the determination that the initial exploration well is
fully funded, all fee and salary deferral arrangements have now
ceased, effective 1 October 2020.
Issuance of Shares and Warrants to Advisers
In relation to the Placing, the Company had agreed to the
payment of brokerage fees to various placing advisers in the form
of cash and warrants.
In relation to cash fees payable, certain of the Company's
advisers have agreed to receive Ordinary Shares in the Company in
lieu of those cash fees, with such Ordinary Shares to be issued on
the same basis as shares were issued to investors in the
institutional placing (being at a price of 2 pence per share).
Consequently, the Company is issuing 7,733,592 Ordinary Shares (the
"Adviser Fee Shares") in part settlement of cash fees otherwise
payable in respect of the Placing.
The Company also agreed to issue 20,677,362 warrants in relation
to brokerage fees for the Placing. These warrants are valid for two
years from the date of grant and with an exercise price of 2 pence
per share. If exercised, these warrants would result in gross
proceeds being received by the Company of approximately
GBP414,000.
Issuance of Options to Management
The Board's Remuneration Committee has resolved to make the
following award of unallocated share options under the Company's
existing approved option arrangements:
To the CEO:
- Award immediately of 6,250,000 Series B Options; and
- Award of 6,250,000 Series B Options, such award to be made and
take effect once the Goudron EPSC in Trinidad has been fully
executed and become effective.
To various members of the Company's executive and
management:
- Award immediately of, in aggregate, 6,250,000 Series B Options;
- Award of, in aggregate, 6,250,000 Series B Options, such award
to be made and take effect once the Goudron EPSC in Trinidad has
been fully executed and become effective; and
- Award immediately of, in aggregate, 8,300,000 Series C Options.
Consequently, the Series B Option pool has been fully allocated
and 8,000,000 options remain available for allocation from the
Series C pool.
Conditional Bonus Payments to Management
The Board's Remuneration Committee has resolved to make the
following performance related bonus payments to the CEO and a
member of the Company's executive and management:
To the CEO:
- US$200,000, such award to be made and take effect only once
the Goudron EPSC in Trinidad has been fully executed and becomes
effective.
To a member of the Company's executive and management:
- US$200,000, such award to be made and take effect only once
the Goudron EPSC in Trinidad has been fully executed and becomes
effective.
The above recipients have agreed that they would be willing to
receive such bonus payments in the form of Ordinary Shares, to be
issued at such time as the Goudron EPSC performance criteria is
met.
Aggregate Information
Directors' Holdings
Following the issue of the Deferred Pay Shares and options to
Directors as described above, and inclusive of shares and options
already held by Directors, the aggregate position held by the
Directors is as follows:
DIRECTORS TOTAL SHARES SERIES A OPTIONS(1) SERIES B SERIES C
OPTIONS(2) OPTIONS(3)
Bill Schrader 17,845,667 1,500,000 750,000 750,000
------------- -------------------- -------------- ------------
James Smith 11,475,630 750,000 375,000 375,000
------------- -------------------- -------------- ------------
Simon Potter(5) 76,119,214 20,000,000 27,500,000(4) 25,000,000
------------- -------------------- -------------- ------------
Adrian Collins 13,528,977 750,000 375,000 375,000
------------- -------------------- -------------- ------------
Ross McDonald 11,725,630 750,000 375,000 375,000
------------- -------------------- -------------- ------------
Leo Koot 19,514,077 nil nil nil
------------- -------------------- -------------- ------------
(1) Series A options are exercisable at 2.22 pence per share
(2) Series B options are exercisable at 2.4 pence per share
(3) Series C options are exercisable at 2.8 pence per share at
such point in time as the initial exploration well commences
(defined as once a rig is mobilised, that being when the contracted
drilling rig, following inspection by BPC and any necessary customs
authorisations, leaves the port of origination by a distance of 1
nautical mile)
(4) The award of 6,250,000 of these options remain conditional
on the Goudron EPSC in Trinidad being fully executed and becoming
effective
(5) This will increase to reflect the issuance of additional
ordinary shares in lieu of agreed bonus at such time as the Goudron
EPSC in Trinidad is fully executed and becomes effective
Total Voting Rights
Application will be made for the Deferred Pay Shares and Adviser
Fee Shares to be admitted to trading on the AIM market of the
London Stock Exchange ("AIM") and it is expected that admission
will take place and trading in the shares will commence from 8.00
a.m. on or around 21 October 2020 ("Admission").
Upon Admission, the Company's issued share capital will consist
of 4,049,360,203 Ordinary Shares, with each Ordinary Share carrying
the right to one vote. The Company does not hold any Ordinary
Shares in treasury. This figure of 4,049,360,203 Ordinary Shares
may therefore be used by shareholders in the Company, as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change in their
interest in, the share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Total Options and Warrants on issue
Following the issuances of the options and warrants announced
herein, the total options and warrants outstanding in the Company
are as follows:
SERIES A SERIES B SERIES C WARRANTS
OPTIONS(1) OPTIONS(2) OPTIONS(3) & OTHER OPTIONS(4)
Directors (6) 3,750,000 1,875,000 1,875,000 Nil
------------ -------------- ------------ --------------------
Executive, Management
and other 46,250,000 73,125,000(5) 65,125,000 Nil
------------ -------------- ------------ --------------------
Advisers and others nil nil nil 73,213,605
------------ -------------- ------------ --------------------
(1) Series A options are exercisable at 2.22 pence per share
(2) Series B options are exercisable at 2.4 pence per share
(3) Series C options are exercisable at 2.8 pence per share at
such point in time as the initial exploration well commences
(defined as once a rig is mobilised, that being when the contracted
drilling rig, following inspection by BPC and any necessary customs
authorisations, leaves the port of origination by a distance of 1
nautical mile)
(4) Warrants & Other Options include warrants issued to
Company advisers and options issued to finance providers and former
executives of Columbus Energy Resources plc
(5) The award of 12,500,000 of these options remain conditional
on the Goudron EPSC in Trinidad being fully executed and becoming
effective
(6) For the purposes of this table those totals pertaining to
Simon Potter, CEO, and the Estate of Mr Shallcross (former
Director) who passed away on 15 October 2019, are included with the
line item Executive, Management and other
If all options and warrants were to become exercisable and then
exercised in accordance with their terms, gross proceeds received
by the Company would be approximately GBP6.1 million.
For further information, please contact:
Bahamas Petroleum Company plc Tel: +44 (0) 1624
Simon Potter, Chief Executive Officer 647 882
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
J oint Broker 4090
Jerry Keen / Toby Gibbs
Investec Bank Plc - J oint Broker Tel: +4 4 (0) 207
Chris Sim / Rahul Sharma 597 5970
CAMARCO Tel: +44 (0) 020 3757
Billy Clegg / James Crothers / Hugo Liddy 4980
The information communicated in this announcement contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) No. 596/2014.
Notes to editors
BPC is a Caribbean and Atlantic margin focused oil and gas
company, with a range of exploration, appraisal, development and
production assets and licences, located offshore in the waters of
The Bahamas and Uruguay, and onshore in Trinidad and Tobago, 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 P(50) prospective
oil resources of 0.77 billion barrels, with an upside of 1.44
billion barrels. In Trinidad and Tobago, BPC has five producing
fields, two appraisal / development projects and a prospective
exploration portfolio in the South West Peninsula. BPC's
exploration licence in Uruguay is highly prospective, with a
potential resource of 1 billion barrels of oil equivalent. In
Suriname, BPC has an onshore appraisal / development project.
BPC is listed on the AIM market of the London Stock Exchange. www.bpcplc.com
END
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