Bahamas Petroleum Company PLC Fund, Licence Fees & Partial Conversion of Loan (5665L)
May 01 2020 - 2:00AM
UK Regulatory
TIDMBPC
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 GBP2.7 million (with
GBP2.43 million cash received, net of face value discount) of its
GBP8 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
GBP8 million, thus totalling GBP16 million, and, at the same time,
drew down a further GBP2 million (GBP1.8 million net) against this
expanded Facility.
As announced on 3 April 2020, the investor has previously
converted, in aggregate, GBP2.24 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 GBP0.925
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, GBP1.54 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 Tel: +44 (0) 1624
Simon Potter, Chief Executive Officer 647 882
Strand Hanson Limited - Nomad Tel: +44 (0) 20
Rory Murphy / James Spinney / Jack Botros 7409 3494
Shore Capital Stockbrokers Limited Tel: +44 (0) 207
Jerry Keen / Toby Gibbs / James Thomas 408 4090
CAMARCO Tel: +44 (0) 20
Billy Clegg / James Crothers 3757 4983
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.
This information is provided by RNS, the news service of the
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END
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