Fund, Licence Fees & Partial Conversion of Loan

RNS Number : 5665L

Bahamas Petroleum Company PLC

01 May 2020

 

1 May 2020

Bahamas Petroleum Company plc

("Bahamas Petroleum" or the "Company")

Bahamas Fund Update,
Licence Fees Update &
Partial Conversion of Convertible Loan Notes

Bahamas Fund Update

On 14 April 2020, the Company advised that the allotment of 35,337,328 ordinary shares (the "Fund Shares") to BPC Investment Fund Ltd (the "Fund") and admission to trading on AIM of the Fund Shares was delayed, pending completion of certain necessary administrative processes in The Bahamas, which had been significantly impacted by the State of Emergency declared and ongoing business disruption caused by the national response to the Covid-19 outbreak in The Bahamas. 

The Company has now received confirmation that the Fund has been approved for listing on the Bahamas International Stock Exchange ("BISX") and that the Central Bank of the Bahamas Exchange Control Division ("CBB") has approved the process by which Bahamas Petroleum is to receive remittance of subscription funds, which is expected to take place shortly once the CBB has concluded the vetting of subscribing investors. Thereafter, the Company and the Fund will complete the subscription process; the Company will receive the subscription funds of approximately $0.9 million (which have already been received into the Fund's account) and admission of the Fund Shares to trading on the AIM will take place. The Company will provide a further update once the remaining processes are completed and the precise date of admission is therefore determined.

Licence Fees Update

On 27 February 2020, the Company advised that, consequent on the granting of Environmental Authorisation for the Perseverance #1 well, the Company and the Government of The Bahamas had agreed a process seeking a final agreement on the amount of licence fees payable for the period to 2018 and the two years to December 2020 (if any, and subject to any reconciliations of prior amounts paid by the Company that may be required). At the time, the parties had acknowledged that they would work collaboratively with a view to finalising this long outstanding matter within the next 60 days (i.e., by approximately the end of April 2020). Subsequently, t he Company and the Government reached agreement in principle in relation to this matter within the agreed timetable, with final documentation (and thereafter payment) pending confirmation from the Bahamian Treasury of receipt of past payments made by the Company to the Ministry (such past payments as previously reported in the Company's published accounts in 2012 and 2015).

This confirmation process has been somewhat delayed owing to the State of Emergency declared and ongoing business disruption caused by the national response to the Covid-19 outbreak in The Bahamas. However, subject to said confirmation, the Company expects that an appropriate side-letter agreement can be finalised in due course, and the outstanding amount paid. The amount of outstanding fees is agreed in principle and is expected to be finalised shortly.  The amount would be adequately covered by the proceeds of receipts from subscription for the Fund Shares (which, as noted above, is expected to be received shortly by the Company).

A further update will be provided in due course.

Partial Conversion of Convertible Notes

On 20 February 2020, the Company   drew down £2.7 million (with £2.43 million cash received, net of face value discount) of its £8 million convertible loan note facility (the "Facility") with a substantial Bahamian based institutional family-office investor, the terms of which were announced at the time. On 17 March 2020, the Company announced the expansion of this Facility by a further £8 million, thus totalling £16 million, and, at the same time, drew down a further £2 million (£1.8 million net) against this expanded Facility.

As announced on 3 April 2020, the investor has previously converted, in aggregate, £2.24 million of the amounts drawn down by the Company into new ordinary shares. The Company has now received a conversion notice in respect of an additional £0.925 million, at a conversion price of 1.17 pence per share, and, pursuant to the terms of the Facility, the Company will proceed to issue 79,059,830 new ordinary shares (the "Conversion Shares") to the investor. Thereafter, £1.54 million of convertible notes will remain on issue, and remain subject to conversion or redemption in accordance with their terms and conditions.

Admission and Total Voting Rights

Application will be made for the Conversion Shares   to be admitted to trading on the AIM market of the London Stock Exchange, with admission anticipated on 6 May 2020.

Following admission of the Conversion Shares, the Company's issued share capital will consist of 2,327,572,616 ordinary shares, with each ordinary share carrying the right to one vote. The Company does not hold any ordinary shares in treasury, therefore the figure of 2,327,572,616 ordinary shares may 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.

For further information, please contact:

Bahamas Petroleum Company plc Simon Potter, Chief Executive Officer	Tel: [phone]
Strand Hanson Limited - Nomad Rory Murphy / James Spinney / Jack Botros	Tel: [phone]
Shore Capital Stockbrokers Limited Jerry Keen / Toby Gibbs / James Thomas	Tel: [phone]
CAMARCO Billy Clegg / James Crothers	Tel: [phone]

www.bpcplc.com

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

 

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