Directors' Placing, Circular and Notice of EGM

RNS Number : 2218I

Bahamas Petroleum Company PLC

16 June 2017

 

16 June 2017

Bahamas Petroleum Company plc ("BPC" or the "Company")

Directors' Placing, Shareholder Circular and Notice of Extraordinary General Meeting

 

Posting of Shareholder Circular and Notice of Extraordinary General Meeting

On 14 June 2017 Bahamas Petroleum Company plc, the oil and gas exploration company with a significant prospective resource in licences in The Commonwealth of The Bahamas, announced that it had raised US$3.25 million (£2.6 million) before expenses through a firm and conditional placing of 260,000,000 new ordinary shares of 0.002p each (the "Placing Shares") at a price of 1 pence each (the "Placing").

The Placing comprised a Firm Placing of 110,000,000 shares (£1.1 million) placed pursuant to existing authorities granted to the Directors by clause 6.4.4 of the Company's Articles of Association and a Conditional Placing of 150,000,000 shares (£1.5 million) conditional, inter alia, on the passing of a relevant resolution at an extraordinary general meeting of the Company to be held on 14 July 2017 ("EGM").

The Company is pleased to announce that a Circular containing a Notice of EGM will be sent to Shareholders today.

Shareholders should read the full text of the Circular and the resolution contained in the Notice of EGM contained in the Circular. A copy of the Circular and Notice of EGM is available on the Company's website (www.bpcplc.com) and is available for inspection at the Company's registered office at IOMA House, Hope Street, Douglas, Isle of Man, IM1 1AP.

The EGM will be held at 11am on 14 July 2017 the Company's registered office at IOMA House, Hope Street, Douglas, Isle of Man, IM1 1AP. The purpose of the EGM is to consider and, if thought fit, to pass the resolutions necessary to authorise and carry out the Conditional Placing.

Participation in the Conditional Placing by Directors and Management

The Company's annual financial statements to 31 December 2016 were released on 15 June 2017. Following this release, the Company is no longer in a closed period, allowing Directors to deal in securities of the Company.

Consequently, all Directors (including the CEO) and certain other members of the Company's management team have agreed that they will participate in the Placing, by subscribing £200,000 in aggregate for 20,000,000 Placing Shares in aggregate. The Conditional Placing has thus been increased to 170,000,000 Placing Shares in aggregate, with the Directors and management participation thus representing approximately 12% of the Conditional Placing.

Participation in the raising by Directors and Management is as follows:

William Schrader	2,825,000
Simon Potter	2,000,000
James Smith	1,850,000
Adrian Collins	2,000,000
Edward Shallcross	2,750,000
Ross McDonald	1,850,000
Total Directors Participation	13,275,000
Management Participation	6,725,000
Total Directors and Management Participation	20,000,000

Over and above this contribution to the Conditional Placing the Directors of the Company have also previously agreed to defer 50% of their fees, with such deferred fees to be repaid in shares conditional on successful conclusion of a farm-in or other financing sufficient for the drilling of an initial exploration well on the Southern Licences. The CEO of the Company has agreed to defer 90% of all salary on the same basis.

Application will be made to the London Stock Exchange for the Placing Shares, inclusive of those Placing Shares being subscribed for by Directors and management as noted above, to be admitted to trading on AIM. It is expected that dealings in the Conditional Placing Shares will commence on or about 17 July 2017 subject to the passing of the Resolutions at the EGM.

Total voting rights

Following the First Admission but before the Second Admission, the Company's issued share capital will consist of 1,340,479,096 ordinary shares of 0.002p each ("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 1,340,479,096 Ordinary Shares may therefore be used by shareholders in the Company, between the dates of First Admission and Second Admission, 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 ("DTRs").

Given the enlarged Conditional Placing to reflect the participation of Directors and Company management, following the Second Admission the Company's issued share capital will consist of 1,510,479,096 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 1,510,479,096 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 DTRs.

Bill Schrader, Chairman of Bahamas Petroleum Company plc commented:

"On 14 June 2017, BPC announced a placement to raise additional funding as we continue the process of seeking a farm-in from an industry partner, so as to enable drilling to commence on our highly prospective licences in the Bahamas.  The directors, management and I are committed to the project and are confident that BPC will be able to achieve a successful farm-in.  We are thus participating in the placement, further aligning our interest with that of other shareholders."

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

	2017
Announcement of the Placing	14 June
First Admission and commencement of dealings in the Firm Placing Shares	on or about 21 June
Latest time and date for receipt of Forms of Proxy for the Extraordinary General Meeting	By 11 a.m. on 12 July
Extraordinary General Meeting	11 a.m. on 14 July
Second Admission, completion of the Placing and commencement of dealings in the Conditional Placing Shares	on or about 17 July

Ends

For further information, please contact:

Bahamas Petroleum Company plc Simon Potter, Chief Executive Officer	Tel: [phone]
Strand Hanson Limited - Nomad Rory Murphy / James Spinney	Tel: [phone]
Shore Capital Stockbrokers Limited - Broker Jerry Keen / Toby Gibbs	Tel: [phone]
Canaccord Genuity Limited - Broker Henry Fitzgerald-O'Connor	Tel: [phone]
CAMARCO Billy Clegg / James Crothers	Tel: [phone]

Notes to editors:

Bahamas Petroleum Company is an oil and gas exploration company with 100% owned offshore licences exclusively focused on the Commonwealth of The Bahamas. The Company has significant prospective resources, which have been de-risked through both extensive 2D and 3D seismic. The four Southern Licences, with a newly agreed well obligation date of April 2017, run until 2Q 2018 when the licences may be renewed a further two times. The Company is intent on delivering safe and environmentally responsible exploration.

www.bpcplc.com

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

 

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