Funding Strategy: Reconciliation & Put Option

RNS Number : 3153L

Bahamas Petroleum Company PLC

12 January 2021

 

12 January 2021

Bahamas Petroleum Company plc

("BPC" or the "Company")

Funding Strategy: Reconciliation & Exercise of Put Option

BPC, the Caribbean and Atlantic margin focused oil and gas company, with production, appraisal, development and exploration assets across the region, is pleased to provide the following update on its funding.

Highlights

· Put option exercised to raise a further £3.75m (through the issue of 187.5 million new ordinary shares at 2p per share), bringing total funding since August 2019 to $52 million, with current undrawn potential funding sources in-place for up to a further $20 million

· If remaining potential funding sources are available and drawn in full, this would represent successful completion of BPC's current funding strategy, initiated in August 2019, securing a total of $72 million

· This represents adequate funding to meet not just the costs of drilling the Perseverance #1 well (at 100% ownership, operatorship and control), but also the costs of an extensive 2021 work program on a suite of production, appraisal and development assets in three other complementary jurisdictions, as well as all geological and geophysical (G&G) costs across the business through to mid-2022

· Perseverance#1 targeting resources of between 0.77bn and 1.44bn barrels of oil and the 2021 work programme is targeting exit production of c.2,500 bopd (2020 exit rate of 500 bopd)

Simon Potter, CEO of BPC, said:

"In August 2019, BPC embarked on a bold strategy to self-fund the drilling of Perseverance #1 in The Bahamas, as well as to seek to complement that high-impact exploration activity with production and thus cash generative assets. We knew it would require capital to facilitate such a growth strategy, and, accordingly, we laid out a clear plan as to how we would secure that capital incrementally over time.

Now, with drilling in The Bahamas well underway, and with a broad program of value-adding work about to kick off in Trinidad and Tobago and Suriname, we continue to draw on the various elements of the funding package we worked hard to put in place over the past 18 months. Today's option exercise, to raise a further £3.75m, is consistent with that strategy.

Given the range of components to our funding, we are today providing shareholders with a clear reconciliation of our delivery against the funding strategy we articulated in August 2019. This represents, in our view, a transparent and accurate measure by which the Board and management should be held accountable.

We believe that the delivery of our funding package, and thus the portfolio-wide work program it supports, represents a considerable achievement when considered in the context of depressed equity markets (particularly in the energy sector), oil price weakness, and the material cost, timing and operational challenges caused by both Covid-19 and the last-minute - but ultimately unsuccessful - legal challenge to BPC's drilling operations in The Bahamas."

Background to BPC's Funding Strategy

In February 2019, the Government of The Bahamas granted an extension of BPC's licences to the end of 2020, which included the consequent obligation to drill an exploration well within that time period. This unequivocal licence tenure, for the first time in many years, led to a considerable increase in corporate activity. Initially this activity was focussed on subsurface work aimed at final reduction of petroleum system uncertainties to support delineating an optimal well location. Thereafter, considerable technical work was undertaken to underpin an effective well plan and contracting strategy, and to ensure this licence commitment could be safely and responsibly discharged within the timeframe allowed, through delivery of an appropriate exploration well consistent with the licence obligation, ultimately named Perseverance #1.

Until that point in time, BPC's strategy for securing the funding for Perseverance #1 was via a farm-in. This common oil industry funding would have seen a third party - normally a larger oil company (a 'major') - "acquire" a percentage of BPC's project in The Bahamas, in exchange for meeting the costs of the well.

However, with a very clear deadline established by the Government for the drilling of the well, during the course of 2019 BPC determined that it could not rely solely on securing a farm-in on acceptable terms, on a timely basis. Thus, whilst continuing to actively seek such a farm-in, the Company determined to pursue an alternative funding strategy in parallel, being the ability to self-fund Perseverance #1 and operate the well at 100% equity.

Under this alternative funding strategy, BPC would be required to have access not only to the capital necessary to maintain and operate the business and cover the corporate overheads, but also would be required to raise all of the capital needed for the well (albeit correspondingly would retain 100% ownership and full control of the asset).

It was in this context that in August 2019 BPC articulated a funding strategy that, in the absence of a farm-in, would see the Company nonetheless be in a position to proceed with Perseverance #1. The core of that strategy was the intent to raise capital in stages, and to thereby incrementally move from a position of being almost entirely unfunded to being fully funded by the time drilling of Perseverance #1 was underway. This funding strategy included, of necessity, making use of hybrid financing arrangements - primarily tranche-based convertible note funding structures.

Underpinning this alternative funding strategy was shareholder approval granted in September 2019 for BPC to issue up to 1.8 billion shares to secure the necessary quantum of funding. At the time, BPC had approx.  1.7 billion shares on issue, such that the reasonable expectation was that a total equity dilution of approximately 50% would be required to secure the funding needed for Perseverance #1. This strategy was overwhelmingly approved at the AGM held in September 2019 (and again at the AGM in July 2020).

In June 2020, BPC was awarded an offshore exploration licence in Uruguay, and in August 2020 BPC completed a merger with Columbus Energy Resource Plc ("Columbus"), the effect of which was to transform BPC from a single-asset project into a portfolio business, with a suite of assets that included not just high impact exploration assets, but now also production, near-term development, and appraisal assets in multiple jurisdictions.

The core rationale for the merger with Columbus was the intention that the suite of assets introduced in Trinidad and Tobago and Suriname could, with appropriate work, become material cash-flow generating assets within a 12-18 month horizon. At the same time, the Columbus assets brought with them their own capital needs - predominantly those associated with funding of an extensive appraisal and production drilling campaign (as more particularly described in BPC's RNS of 1 December 2020).

BPC's Aggregate Capital Requirements

Since August 2019, BPC has regularly provided updates to shareholders as to the evolving capital needs of the various components of its business - initially in relation to Perseverance #1 only, but, subsequent to the merger with Columbus, also in respect of the portfolio of assets in Trinidad and Tobago, and Suriname.

For the benefit of clarity, Table A below serves to summarise BPC's aggregate capital requirement commencing August 2019 (when BPC's current capital strategy was advised to shareholders). In summary, this shows BPC's total capital need as being approximately $78 million, from 2019 through to the point at which both Perseverance #1 and the extensive work program planned in Trinidad and Tobago and Suriname to the end of 2021 are expected to have been funded and completed.

Table A: BPC Overall Capital Requirement, from August 2019

Item	Amount	Notes
Perseverance #1 (The Bahamas)	Up to $35 million	The estimated total cost of Perseverance #1, as previously advised (most recently on 27 November 2020), is in the range of $24 million - $28 million, with identified contingencies of up to $7 million.
2021 Work Program (Trinidad and Tobago, Suriname and Uruguay)	Approximately $20 million	This represents the previously advised cost of the base program of work planned for Trinidad and Tobago and Suriname in 2021 (refer to BPC's announcement of 1 December 2020), inclusive of (i) the cost of drilling of the Saffron #2 appraisal well and up to 7 production wells thereafter, (ii) the cost of drilling of the Weg Naar Zee appraisal well and extended well test and up to 6 production wells thereafter, and (iii) the cost of drilling 2 exploration wells in the South West Peninsula of Trinidad and Tobago, and (iv) a modest expenditure of $200,000 during 2021 in relation to early stage technical work in Uruguay. As noted in previous announcements, unlike in The Bahamas (where the obligation to drill Perseverance #1 is fixed against a defined timetable) the majority of the funding needs in Trinidad and Tobago, Suriname and Uruguay, are discretionary. That is, BPC has the ability to control the scale and timing of capital deployment. However, BPC has established an operating target of achieving 2,500 bopd by the end of 2021, and a corresponding financial target of a revenue run-rate by the end of 2021 of >$35 million per annum. Successful drilling of appraisal and production wells (and thus expenditure of capital) is critical to the ability to achieve these targets.
G&G	Approximately $11 million	This represents estimated total overhead expenses for 3 years from July 2019 - June 2022 (based on actual expenses in the period July 2019 to December 2020, and projected expenses in the period January 2021 to June 2022). BPC notes that its overhead cost historically was in the order of $3 million per annum, and has increased to approximately $4 million per annum after the Columbus merger. BPC notes further that almost a full year of incremental operating cost (further boosted by the need for drill team oversight as operational readiness was maintained) has had to be "absorbed" due to the postponement to the Perseverance #1 program arising from the Covid-19 pandemic.
Other Expenses	Approximately $12 million	Comprises fees and other fixed licence expenses, business development expenses, merger costs, fundraising fees, repayment of Lind facility consequent on the merger with Columbus, and various other items, inclusive of an estimated $1.5 million in legal fees that have been or are expected to be incurred in relation to defending environmental legal actions in The Bahamas.
TOTAL	$78 million

Summary of Funding Strategy, to-date

A.  Pre-rig mobilisation (August 2019 - November 2020)

In the period August 2019 (i.e., from the time of articulation of the strategy for funding Perseverance #1) until November 2020 (i.e., the time of the mobilisation of the Stena IceMax to the drilling location in The Bahamas) BPC's total funding position was as follows:

· As at August 2019, BPC had available cash resources of approximately $2 million.

· In November 2019, BPC successfully undertook an open offer to all shareholders, raising gross proceeds of $4.3 million through the issue of 166.4 million ordinary shares at a price of 2p each.

· In November 2019, BPC successfully undertook a placing to institutional investors, to raise gross proceeds of $7.1 million through the issue of 275.6 million ordinary shares at a price of 2p each.

· In February 2020 and March 2020, BPC drew-down, in aggregate, $6.2 million under a zero-coupon variable-conversion price convertible note facility provided by a Bahamian family office investor. Over the course of February 2020 to June 2020, these amounts were converted into a total 310 million ordinary shares.

· In June 2020, BPC received $0.9 million, and issued 35.3 million ordinary shares at a price of 2p each, to a Bahamian mutual fund sponsored by BPC for the purposes of enabling qualified investors in The Bahamas to acquire an indirect ownership interest in BPC.

· In October 2020, BPC successfully undertook a placing to institutional investors, to raise gross proceeds of £9.5 million ($12 million) through the issue of 475 million new ordinary shares at a price of 2p each.

In summary, therefore, by the time of mobilisation of the Stena IceMax, BPC had secured $32.5 million in cash, ($2 million of pre-existing cash and $30.5 million in cash raised incrementally), and had issued approximately 1.26 billion shares to secure that funding. This was against a clearly articulated anticipated Perseverance #1 well cost of up to $35 million.

In addition, the Company had secured two further sources of capital potentially available to it, but not yet accessed, as follows:

· Consequent on the spudding of Perseverance #1 and satisfaction of other conditions precedent, BPC could potentially draw £15 million (US$20 million) under a fixed-conversion price convertible loan facility, which, if all drawn and converted at 2.5p per share, would require the issuance of a further 600 million new ordinary shares, and

· Access to approximately $15 million in respect of the residual availability under the zero-coupon variable-conversion price convertible note facility provided by a Bahamian family office investor(as noted above).

B.  Post-rig mobilisation (November 2020 - Present)

It was in this context that on 14 December 2020, as previously announced, BPC entered into a Funding Agreement with an institutional investment fund managed by Lombard Odier Asset Management (the "Investor"). This agreement was specifically entered into so that BPC did not need to rely on any further drawn-down under the zero-coupon variable-conversion price convertible note facility, which, given the variable-conversion price mechanism, could have resulted in BPC being required in the future to issue an indeterminate number of shares. By contrast, under the Funding Agreement, a fixed number of 375 million shares was issued to the Investor at a price of 2p each, to secure £7.5 million ($10 million) in immediately available funds.

At the same time, BPC entered into a Funding Option Agreement with the Investor, under which BPC was granted an option to place a further fixed number of up to 187.5 million shares to the Investor, at a price of 2p each, to raise up to a further £3.75 million ( $5 million) (the "Put"). If the Put is exercised, the Investor has the option to double the amount the subject of the Put on the same terms and conditions (the "Call"). As advised on 7 January 2021, the parties had agreed that the last date for exercise of the Put by BPC is 13 January 2021. 

Subsequently:

· In January 2021, BPC drew-down the initial £3 million (approximately US$4 million) available under the Company's fixed-conversion price conditional convertible loan facility, which, if all ultimately converted at the fixed price of 2.5p per share, would require the issuance of 120 million new ordinary shares, and

· Today, under the terms of the Funding Option Agreement, BPC has exercised the Put, pursuant to which BPC will receive gross proceeds of £3.75 million (approximately US$5 million) through the issue of 187.5 million new ordinary shares to the Investor, at a price of 2.0p each.

C.  Current Funding Position

In aggregate, the foregoing can be summarised as follows: from August 2019 to the date of this announcement (inclusive of the exercise of the Put as announced today), BPC has secured a total cash funding of approximately $52 million. In order to secure this funding, BPC has issued a total of approximately 1.9 billion ordinary shares (assuming the first tranche of the fixed-conversion price conditional convertible notes is ultimately converted).

This compares directly to the expectation in August 2019, which was that BPC would be required to issue 1.8 billion shares to secure just the funding for Perseverance #1, which at that time was estimated to be in the order of $30 million.

D.  Potential Funding Position

In addition, if (i) the balance of BPC's fixed-conversion price conditional convertible note facility (assuming satisfaction of conditions precedent) is fully-drawn, BPC will secure an additional $15 million in funding, and (assuming eventual full conversion) will be required to issue a further 480 million shares (effectively at 2.5p per share), and (ii) if the Investor exercises the Call, BPC will secure an additional $5 million in funding, and will be required to issue a further 187.5 million shares at 2p per share. In sum total, therefore, BPC might secure an additional $20 million in funding, for which a further approximately 667 million ordinary shares might need to be issued (assuming the remainder of the convertible notes are ultimately converted).

Thus, in aggregate, across the period and assuming the full realisation of all elements of the Company's funding strategy a total issuance of approximately 2.6 billion new ordinary shares will have seen the Company secure approximately $72 million in funding, however BPC notes that the balance of funding under the fixed-price conditional convertible note facility, and any proceeds of the Call, are not assured. This amount of funding is sufficient to see not just the Perseverance #1 well completed, but also essentially see the 2021 work program in Trinidad and Tobago and Suriname completed, as well as having covered the total associated costs of operating the business in the period (subject to the caveat above).

To the extent that the balance of funding under the fixed-price conditional convertible note facility and any proceeds of the Call are available and used, these sources of funding represent a known and fixed level of dilution: approximately 667 million new shares to secure $20 million of capital. Given that these sources of funding are not assured, BPC's stated strategy thus remains to continue to seek alternative funding sources on superior terms, that would result in lower level of share issuance, and thus obviate the need for the Company to rely on these funding sources. Potential replacement sources of capital that BPC is constantly considering, as previously advised to shareholders, include cash-flows from operations, farm-out options or similar transactions, and reserve-based lending facilities.

To the extent that any one or a combination of funding alternatives are successfully concluded on terms acceptable to BPC, the Company would be able to scale back the use of the fixed-conversion price conditional convertible notes, or if not, the amount of capital available to the Company would likely materially increase, and would be additive to existing funding sources.

In circumstances where neither the balance of the fixed-conversion price conditional convertible notes is available, nor the Call exercised, BPC would need to rely on seeking alternative funding if it was to be able to complete the full intended program of work for 2021 (most particularly in Trinidad and Tobago and Suriname). There can be no assurance that BPC would be successful in securing any such alternative funding, and if this were the case, the planned program of work in Trinidad and Tobago and Suriname might need to be curtailed or deferred.

Exercise of Put Option

As noted above, under the terms of agreements entered into o n 14 December 2020 with an institutional investment fund managed by Lombard Odier Asset Management (the "Investor), BPC was granted an option to place a further fixed number of shares to the Investor, to raise up to a further £3.75 million ( US$5 million) (the "Put"). If the Put is exercised, the Investor has the option to double the amount the subject of the Call on the same terms and conditions (the "Call"). As advised on 7 January 2021, the parties had agreed that the last date for exercise of the Put by BPC is 13 January 2021. 

BPC has today exercised the Put, such that BPC will issue 187,500,000 new ordinary shares of 0.002p each, at a price of 2.0 pence each, for immediate gross proceeds of approximately 3.75 million (US$5 million). This additional issuance represents approx. 3.5% of BPC's fully diluted share capital. The Investor now has until the earlier of (a) the date of BPC's RNS announcement of the result of the Perseverance #1 well results, and (b) 12 February 2021, to exercise the Call, failing which the Call lapses.

Consequent on the exercise of the Put by BPC, the Investor will also be issued with warrants, valid for one year, to subscribe for a further 46,875,000 shares at a price of 3.0p per share and a further 46,875,000 shares at a price of 4.0p per share . As previously advised, in respect of shares issued pursuant to the Call or Put, the reconciliation date for any potential future payment to the Investor by BPC is 16 April 2021.

Dilution Reconciliation

A.  Current Dilution

As noted, until 2019, it had always been BPC's stated funding strategy to seek to meet the cost of the drilling of Perseverance #1 through a farm-in.

Most market commentators at the time assumed that in order to secure the funding for Perseverance #1 via a farm-in, BPC would have been required to "sell" at least a 75% interest in the licences, and cede operatorship and control.

In August 2019, BPC had approximately 1.7 billion shares in issue. At present, BPC has approximately 4.7 billion shares in issue (including the shares to be issued to the Investor pursuant to the Put as exercised today). Of that total, however, approximately 1.0 billion were issued in respect of the Columbus merger (a transaction that did not involve raising of any cash).

This means that as at today (excluding the shares that were issued to effect the merger with Columbus), a total of approximately 1.9 billion shares have been issued, in stages under various funding arrangements described, to secure total funds of $52 million. This compares to the expectation, in August 2019, of needing to issue 1.8 billion to secure $30 million to fund the well.

Therefore, whereas most commentators prior to mid-2019 were expecting BPC's ultimate interest in Perseverance #1 to be diluted by about 75% (for which the well would have been paid for, but beyond that BPC would have been a company with no other assets besides a non-operated 25% interest in the project in The Bahamas), and whereas in August 2019 the approval obtained from shareholders allowed for 50% overall dilution in the expectation of securing $30 million, the end result has been a dilution of, on a like for like basis, 55% through which BPC has both fully-funded the well in The Bahamas (for which it retained 100% ownership and full control), as well as funded the overhead costs of the business in the period.

B.  Total Potential Dilution

As noted, if the balance of the fixed-conversion price conditional convertible note facility is available and ultimately fully drawn, and if the Investor exercises the Call in full, a further 667 million shares may ultimately need to be issued, increasing the overall issued share capital of BPC to approximately 5.4 billion.

This means that, assuming the full realisation of all elements of BPC's funding strategy enacted incrementally since August 2019, a total issuance of approximately 2.6 billion shares will have seen the Company secure approximately $72 million in funding. This would be a level of funding sufficient to see not only the Perseverance #1 well completed, but the bulk of the 2021 work program in Trinidad and Tobago and Suriname completed, as well as having covered the total associated costs of operating the business in the period.

In dilution terms, this would mean since August 2019, inclusive of $72 million of funding and the merger with Columbus, there will have been a total aggregate issuance of approximately 3.6 billion shares, which represents a total dilution of approximately 65%. As a result, BPC would have delivered not only a fully funded Perseverance #1 well in The Bahamas, but also expanded the business and its asset portfolio to include a suite of production, appraisal and development assets in three other complementary jurisdictions, and funded an extensive program of value-adding work on those assets through to the end of 2021.

The Board considers that this compares favourably (i) to the potential outcome under a farm-in in 2019 (as noted, a reasonable assumption was that BPC would have been required to dilute at least a 75% interest in the licences, and cede operatorship and control), and (ii) the expectation in 2019 that a total dilution of around 50% would be required to secure $30 million in funding).

Moreover, the Board considers that the nature of BPC, and the investment risk proposition that BPC now represents, has been radically transformed in the process. Additionally, this outcome has been achieved against a backdrop of fairly extraordinary market circumstances: depressed equity markets (particularly in the energy sector) through 2020 owing to Covid-19 and associated oil price weakness, and material cost and timing implications and operational challenges caused by both Covid-19 and the last-minute but ultimately unsuccessful legal challenge to BPC's drilling operations in The Bahamas.

Total Voting Rights

In satisfaction of commissions payable in respect of the Funding Option Agreement, the Company had agreed to make payment in the form of cash. The Company's advisers have agreed to receive ordinary shares in the Company in lieu of those cash fees. Consequently, the Company is issuing 9,375,000 ordinary shares in settlement of cash fees otherwise payable (the "Adviser Fee Shares").

Application will be made for the, in aggregate, 196,875,000 ordinary shares issued under the Put and the 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 those ordinary shares will commence from 8:00am on 15 January 2021 ("Admission").

Following Admission, BPC's issued share capital will consist of 4,703,548,349 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 4,703,548,349 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.

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

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 - J oint Broker Jerry Keen / Toby Gibbs	Tel: [phone]
Investec Bank Plc - J oint Broker Chris Sim / Rahul Sharma	Tel: [phone]
CAMARCO Billy Clegg / James Crothers / Hugo Liddy	Tel: [phone]

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 drilling an initial exploration well in The Bahamas, Perseverance #1, with the well targeting recoverable P₅₀ 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 management estimate of potential resources 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

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