Schedule One - BPC PLC
April 26 2010 - 11:15AM
UK Regulatory
TIDMBPC
RNS Number : 8053K
AIM
26 April 2010
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| ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION |
| IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM |
| RULES") |
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| |
+------------------------------------------------------------------+
| COMPANY NAME: |
+------------------------------------------------------------------+
| BPC Plc ("BPC" or the "Company") |
| |
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| COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY |
| TRADING ADDRESS (INCLUDING POSTCODES) : |
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| Ioma House, Hope Street, Douglas, Isle of Man, IM1 1AP |
| |
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| COUNTRY OF INCORPORATION: |
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| Isle of Man |
| |
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| COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY |
| AIM RULE 26: |
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| Information is available on the BPC Group's current website: |
| www.bpcltdgroup.com |
| From Admission, the website address of the BPC Group will be: |
| www.bpcplc.com |
| Both addresses will redirect to the same website during a |
| transitional period. |
| |
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| COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN |
| THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING |
| POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE |
| TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: |
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| The Company's principal activity is the holding and exploration |
| of oil and gas interests in The Bahamas through its subsidiaries |
| (together, the "Group"). |
| |
| BPC Limited announced on 26 April 2010 the proposal to effect |
| the change in holding company of the Group through a scheme of |
| arrangement (the "Scheme"), under section 206 of the Companies |
| Act 1948 (applying in the Falkland Islands) and conditional on |
| shareholder approval and consent from the Supreme Court of the |
| Falkland Islands. |
| |
| If the Scheme is approved and becomes effective, all of the |
| existing holders of ordinary shares in BPC Limited will receive |
| ordinary shares in BPC Plc on a one-for-one basis, and the |
| shares of BPC Plc will be admitted to trading on AIM |
| ("Admission"). Upon the Scheme becoming effective, ordinary |
| shares in BPC Limited will be cancelled, resulting in the |
| respective holdings of shareholders in BPC Plc being the same as |
| the respective holdings of shareholders in BPC Limited |
| immediately prior to the Scheme becoming effective. |
| |
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| DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS |
| AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and |
| type of shares, nominal value and issue price to which it seeks |
| admission and the number and type to be held as treasury |
| shares): |
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| 859,482,698 ordinary shares of 0.002 pence each ("Ordinary |
| Shares"). |
| |
| On Admission, no Ordinary Shares will be held in treasury. |
| |
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| CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND |
| ANTICIPATED MARKET CAPITALISATION ON ADMISSION: |
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| The market capitalisation of BPC Plc on Admission is expected to |
| be similar to that of BPC Limited immediately prior to |
| Admission. |
| |
| As at close of business on 22 April 2010, the market |
| capitalisation of BPC Limited was approximately GBP33.4m. No |
| capital is being raised on Admission. |
| |
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| PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: |
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| 92.25 per cent. |
| |
+------------------------------------------------------------------+
| DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE |
| AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES |
| (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED: |
+------------------------------------------------------------------+
| None. |
| |
+------------------------------------------------------------------+
| FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS |
| (underlining the first name by which each is known or including |
| any other name by which each is known): |
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| Alan Robert Burns (Chairman and Chief Executive Officer) |
| Dr Paul Daniel Crevello (Chief Operating Officer) |
| Michael Joseph Proffitt (Non-executive Finance Director) |
| Robert Thomas Dursley Stott O.B.E. (Non-executive Director) |
| |
+------------------------------------------------------------------+
| FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS |
| A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER |
| ADMISSION (underlining the first name by which each is known or |
| including any other name by which each is known): |
+------------------------------------------------------------------+
| Shareholder Name (*- Executive/Director) % Holding |
| |
| Following Admission, it is expected that the Company will have |
| the following significant shareholders:- |
| |
| RAB Capital |
| 14.95% |
| Legal & General Investment Management 7.11% |
| *Alan Robert Burns |
| 5.22% |
| Rowan Dartington & Co |
| 4.92% |
| Gartmore Investment Management 4.75% |
| JM Finn Clients |
| 4.65% |
| Eden Group |
| 4.64% |
| Blackrock Investment Management 4.40% |
| *Paul Daniel Crevello (1) |
| 3.84% |
| |
| (1) Total beneficial shareholding of Paul Crevello. 17,730,000 |
| of these shares are held by Petroleum Geoscience International |
| LLC and 15,300,000 are held by Petrexasia Consulting LLC. |
| |
| |
| |
+------------------------------------------------------------------+
| NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE |
| 2, PARAGRAPH (H) OF THE AIM RULES: |
+------------------------------------------------------------------+
| None. |
| |
+------------------------------------------------------------------+
| (i) ANTICIPATED ACCOUNTING |
| REFERENCE DATE |
| (ii) DATE TO WHICH THE MAIN |
| FINANCIAL INFORMATION IN THE ADMISSION |
| DOCUMENT HAS BEEN PREPARED (this may be |
| represented by unaudited interim |
| financial information) |
| (iii) DATES BY WHICH IT MUST |
| PUBLISH ITS FIRST THREE REPORTS PURSUANT |
| TO AIM RULES 18 AND 19: |
+------------------------------------------------------------------+
| (i) 31 December |
| (ii) Preliminary |
| Results for year to 31 |
| December 2009, released 17 |
| March 2010 |
| (iii) 30 June 2010; 30 |
| September 2010 and 30 June |
| 2011 |
| |
+------------------------------------------------------------------+
| EXPECTED ADMISSION DATE: |
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| 16 June 2010 |
| |
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| NAME AND ADDRESS OF NOMINATED ADVISER: |
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| Strand Hanson Limited, 26 Mount Row, London, W1K 3SQ, United |
| Kingdom |
| |
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| NAME AND ADDRESS OF BROKER: |
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| Novus Capital Markets Limited, 29/30 Cornhill, London, EC3V 3NF, |
| United Kingdom |
| |
| FirstEnergy Capital LLP, 4th Floor, 85 London Wall, London, EC2M |
| 7AD, United Kingdom |
| |
+------------------------------------------------------------------+
| OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE |
| (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE |
| AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL |
| DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: |
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| |
| |
+------------------------------------------------------------------+
| DATE OF NOTIFICATION: |
+------------------------------------------------------------------+
| 26 April 2010 |
| |
+------------------------------------------------------------------+
| NEW/ UPDATE: |
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| |
| |
+------------------------------------------------------------------+
| QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING: |
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| |
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| THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S |
| SECURITIES HAVE BEEN TRADED: |
+------------------------------------------------------------------+
| BPC Limited's shares have been admitted to trading on AIM since |
| 2 September 2008. As part of the Scheme, it is expected that |
| BPC Plc will become the new holding company of BPC Limited. |
| Accordingly, the London Stock Exchange have agreed that BPC Plc |
| is to be treated as a "quoted applicant" for the purposes of the |
| AIM Rules for Companies. |
| |
+------------------------------------------------------------------+
| THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO |
| TRADED: |
+------------------------------------------------------------------+
| BPC Limited's shares have been admitted to trading on AIM since |
| 2 September 2008. See above. |
| |
+------------------------------------------------------------------+
| CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE |
| APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS |
| INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR |
| DETAILS OF WHERE THERE HAS BEEN ANY BREACH: |
+------------------------------------------------------------------+
| Following due and careful enquiry, BPC Plc confirms that BPC |
| Limited has adhered to all legal and regulatory requirements |
| involved in having BPC Limited's shares admitted to trading on |
| AIM. |
| |
+------------------------------------------------------------------+
| AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR |
| ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST |
| TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) |
| ARE AVAILABLE: |
+------------------------------------------------------------------+
| Information is available at www.bpcltdgroup.com and |
| www.bpcplc.com |
+------------------------------------------------------------------+
| DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION |
| INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS |
| INVESTING STRATEGY: |
+------------------------------------------------------------------+
| Following admission, BPC Plc's principal activities will be the |
| same as BPC Limited's currently are, namely the holding and |
| exploration of oil and gas interests in The Bahamas through its |
| subsidiaries. |
| |
+------------------------------------------------------------------+
| A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING |
| POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF |
| THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN |
| PUBLISHED: |
+------------------------------------------------------------------+
| Other than as contained in the Interim Results for the six month |
| period to 30 June 2009, the Preliminary Results for the year to |
| 31 December 2009 or as otherwise notified by BPC Limited via a |
| Regulatory Information Service, there has been no significant |
| change in the Group's financial or trading position since the |
| end of the financial period ended 31 December 2008. |
| |
+------------------------------------------------------------------+
| A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON |
| TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP |
| WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF |
| ITS ADMISSION: |
+------------------------------------------------------------------+
| The Directors of BPC Plc have no reason to believe that the |
| working capital available to the Company or the Group will be |
| insufficient for at least 12 months from the date of admission. |
| |
+------------------------------------------------------------------+
| DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE |
| AIM RULES: |
+------------------------------------------------------------------+
| None. |
| |
+------------------------------------------------------------------+
| A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE |
| APPLICANT'S SECURITIES: |
+------------------------------------------------------------------+
| BPC Plc securities will be settled in CREST or certificated |
| form. |
| |
+------------------------------------------------------------------+
| A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE |
| APPLICANT'S SECURITIES: |
+------------------------------------------------------------------+
| Information is available at www.bpcltdgroup.com and |
| www.bpcplc.com |
| |
+------------------------------------------------------------------+
| INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION |
| DOCUMENT WHICH IS NOT CURRENTLY PUBLIC: |
+------------------------------------------------------------------+
| Refer to Appendix to this Announcement which is available at |
| www.bpcltdgroup.com and www.bpcplc.com |
| |
+------------------------------------------------------------------+
| A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST |
| ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END |
| NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS |
| WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE |
| WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19: |
+------------------------------------------------------------------+
| Audited Accounts to 31 December 2008, Interim Results to 30 June |
| 2009 and Preliminary Results to 31 December 2009, at |
| www.bpcltdgroup.com and www.bpcplc.com |
| |
+------------------------------------------------------------------+
| THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY: |
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| None. |
| |
+------------------------------------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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