TIDMBPC
RNS Number : 0208D
Bahamas Petroleum Company PLC
16 March 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN
16 March 2011
Bahamas Petroleum Company plc
("Bahamas Petroleum" or the "Company")
Placing to raise approximately GBP45.6 million
Notice of Extraordinary General Meeting ("EGM")
Bahamas Petroleum, the oil and gas exploration company with
licences in The Commonwealth of the Bahamas, announces that
Canaccord Genuity Limited, FirstEnergy Capital LLP and Novus
Capital Markets Ltd, on behalf of the Company, have firmly placed
110,000,000 new ordinary shares of 0.002p each in the capital of
the Company ("Shares") ("First Tranche Placing Shares") and
conditionally placed a further 133,100,000 new Shares ("Second
Tranche Placing Shares", together, the "Placing Shares") (the
"Placing") with new and existing institutional investors at a
placing price of 18.75 pence per Share, to raise (assuming all
Placing Shares are issued) approximately GBP45.6 million (before
expenses).
Net funds raised will be used to accelerate the Company's
exploration programme (including the acquisition of new 3D seismic,
geochemical seabed sampling and other technical work) and for
general working capital purposes. The proceeds of the Placing will
also provide financial flexibility to develop additional leads in
awarded licences and to progress on-going licence applications.
The Placing Shares will rank pari passu with all existing Shares
and will, assuming all are issued, be equivalent to 24.6 per cent.
of the current issued share capital of the Company, and will
represent 19.8 per cent. of the issued share capital of the Company
as increased by their issue. The Placing is not being
underwritten.
The issue of the First Tranche Placing Shares and the Second
Tranche Placing Shares will take place separately. Application has
been made for the First Tranche Placing Shares to be admitted to
trading on the AIM Market of the London Stock Exchange ("AIM")
("Admission") and it is expected that, subject to the placing
agreement becoming unconditional in all respects and subject to
Admission, the First Tranche Placing Shares will be admitted to
trading on AIM at 8.00 a.m. on 18 March 2011.
The issue of the Second Tranche Placing Shares is conditional,
inter alia, on the passing by the Company's shareholders at an EGM
of a resolution to authorise their issue. Accordingly, the Company
will shortly be posting a circular ("Circular") to shareholders
containing a notice (the "Notice") convening an EGM to be held at
10:30 a.m on 11 April 2011 at which the resolutions summarised
below will be put to shareholders. Application will be made for the
Admission of the Second Tranche Placing Shares and, subject to
shareholder approval, the issue of the Second Tranche Placing
Shares is expected to be completed at 8.00am on or around 12 April
2011 on their Admission. For information purposes, the Circular
will be shortly available on the Company's website:
www.bpcplc.com.
Following the Admission of the First Tranche Placing Shares, the
enlarged issued share capital of the Company will total
1,097,379,096 Shares. This figure may then 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 to their interest in Bahamas Petroleum under the
Financial Service Authority's Disclosure and Transparency Rules.
The Company does not hold any shares in treasury.
Background
Since June 2010, the Company has been focused on a targeted 2D
seismic program with the aim of defining drillable prospects and
assigning resource estimates across its current 100 per cent. owned
acreage offshore of The Bahamas. Initial results of the 2D seismic
surveys undertaken to date have been encouraging and the Company
has commissioned Ryder Scott Company L.P., Petroleum Consultants to
conduct an independent technical review of the existing and newly
acquired seismic data. This work is expected to be completed during
summer 2011.
The Company's strategy going forward is to continue to review
potential farm-in proposals in relation to a portion of its
licences, whilst also retaining a 100 per cent. interest in
selected acreage. The Company is currently holding discussions with
potential farm-in partners and believes that the scale of the
potential projects will be attractive to major and national oil
companies. The Company believes that the additional funding raised
or proposed to be raised pursuant to the Placing will allow the
Company to progress exploration across its licences earlier than
planned and will strengthen its negotiating position with any
potential farm-in partners.
Reasons for the Placing
As at 31 December 2010, the Company had approximately US$6m of
cash. The Placing will provide the Company with the additional
funds necessary to move forward the technical work needed to
prioritise and rank drill-ready prospects in the southern licences
and to advance exploration of previously defined leads in its
licences and licence applications. The proceeds of the Placing will
also give the Company the financial flexibility to review
additional opportunities in The Bahamas.
Use of Proceeds
The Company intends to use the net proceeds of the Placing for
the following purposes:
-- 2D and 3D Seismic acquisition and processing GBP23 million
-- Geochemical seabed sampling survey GBP4 million
-- Working capital including financial resources GBP16.3 million
to further technical investigations within
existing awarded licences, ongoing and
new licence applications, associated corporate
expenses and farm out negotiation costs
Total GBP43.3 million
The expected use of the proceeds of the Placing referred to
above represents the Board's current intentions based on the
Company's present plans and business condition. The Company will
retain broad discretion in the allocation and use of the proceeds.
If the Second Tranche Placing Shares are not issued, these
programmes will be scaled back.
EGM
The Company's articles of association ("Articles") contain an
authority for the issue of up to 120 million new Shares for cash on
a non-pre-emptive basis each year. The allotment and issue of the
First Tranche Placing Shares will utilise all but 10 million of
this current authority. The allotment and issue of the Second
Tranche Placing Shares would exceed the available authority under
the Articles to allot new Shares for cash on a non pre-emptive
basis without seeking prior shareholder approval.
At the EGM, Shareholders will be asked by way of special
resolutions to approve:
(1) the disapplication of the pre-emption provisions in Article
6.3 to enable the allotment and issue of 250 million new Shares
(i.e. the Second Tranche Placing Shares and some additional
Shares); and
(2) a minor amendment to the Articles.
The Circular will contain a recommendation that shareholders
vote in favour of the resolutions at the EGM. Holders of the First
Tranche Placing Shares at the relevant date will be entitled to
vote in respect of such Shares at the EGM. Subject to the first
resolution described above being passed and the allotment and issue
of the Second Tranche Placing Shares, the Directors would have
authority to issue up to an additional 126,900,000 Shares on a
non-pre-emptive basis until 31 December 2011 (which includes the 10
million Shares available under the current authority which will not
be utilised by the issue of the First Tranche Placing Shares).
Copies of the existing Articles and the Articles as proposed to
be amended will be available for inspection during normal business
hours at the registered office of the Company until the date of the
EGM or upon request. Copies will also be available at the EGM until
its conclusion. A copy of the Circular, together with form of
proxy, will be available on the Company's website.
Paul Crevello, Chief Executive Office of Bahamas Petroleum,
commented:
"We are very pleased to announce this successful and
oversubscribed Placing and support from existing and new
institutional investors. The quality of the investor base and level
of support we have enjoyed to date is further validation of the
prospects for the Company and its assets. Farm-in negotiations are
progressing well.
"The Placing is timely as a suitable 3D seismic vessel is due to
arrive in the region earlier than anticipated, allowing us to take
the opportunity to expedite our exploration programme. The funds
will principally be used to fund this 3D seismic survey and
associated exploration activities, focused around prospects
identified in the recent January 2011 2D survey (reported 18
February 2011)."
Alan Burns, Non-Exec Chairman of Bahamas Petroleum,
commented:
"I am very pleased with the successful outcome to the Placing,
which further validates our original vision of the Bahamas as a
prospective oil and gas bearing area. With these funds we will be
able to bring our most prospective licences closer to being
drill-ready and look to identify further exploration leads within
our licence and application areas."
For further information contact:
Bahamas Petroleum Company PLC Tel: +44 (0) 1624
Dr Paul Crevello, Chief Executive 641194
Officer
Strand Hanson Limited - Nomad Tel: +44 (0) 20 7409
Rory Murphy / Liam Buswell 3494
Financial Dynamics Tel: +44 (0) 20 7831
Billy Clegg / Ed Westropp / Alex Beagley 3113
Canaccord Genuity Limited - Joint Tel: +44 (0) 20 7050
broker 6500
Charles Berkeley / Henry Fitzgerald-O'Connor
FirstEnergy Capital LLP - Joint broker Tel: +44 (0) 20 7448
Hugh Sanderson / Derek Smith 0200
Novus Capital Markets Ltd - Joint Tel: +44 (0) 20 7107
broker 1881
Charles Goodfellow
The material set forth herein is for informational purposes only
and does not constitute an offer of securities for sale in the
United States or any other jurisdiction. The securities referred to
herein have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act"),
or the laws of any state, and may not be offered or sold within the
United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state laws. No public offering of
securities will be made in the United States.
Canaccord Genuity Limited, FirstEnergy Capital LLP and Novus
Capital Markets Ltd, which are authorised and regulated by the
Financial Services Authority, are acting for the Company in
connection with the Placing and no one else and will not be
responsible to anyone other than the Company for providing the
protections afforded to the clients of the Canaccord Genuity
Limited, FirstEnergy Capital LLP and Novus Capital Markets Ltd nor
for providing advice in relation to the Placing or any other matter
referred to in this Announcement.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or Canaccord Genuity
Limited, FirstEnergy Capital LLP or Novus Capital Markets Ltd that
would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company,
Canaccord Genuity Limited, FirstEnergy Capital LLP and Novus
Capital Markets Ltd to inform themselves about, and to observe,
such restrictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "anticipate",
"believe", "intend", "estimate", "expect" and words of similar
meaning, reflect the Directors' beliefs and expectations and
involve a number of risks, uncertainties and assumptions that could
cause actual results and performance to differ materially from any
expected future results or performance expressed or implied by the
forward-looking statement. Statements contained in this
Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law, the Company does not assume any
responsibility or obligation to update publicly or review any of
forward-looking statements contained herein. You should not place
undue reliance on forward-looking statements, which speak only as
of the date of this Announcement. No statement in this Announcement
is or is intended to be a profit forecast or to imply that the
earnings of the Company for the current or future financial years
will necessarily match or exceed the historical or published
earnings of the Company. The price of shares and the income from
them may go down as well as up and investors may not get back the
full amount invested on disposal of the shares.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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