TIDMBPC
RNS Number : 3077Z
Bahamas Petroleum Company PLC
20 May 2021
20 May 2021
Bahamas Petroleum Company PLC
("Bahamas Petroleum" or the "Company")
Result of Placing and Open Offer and TVR
Highlights:
-- Open Offer closed with c.38.15% take-up from existing
shareholders raising gross proceeds of GBP2.63 million (US$3.72
million) through the issue of 750,289,637 ordinary shares at a
price of 0.35p each ("Open Offer Shares").
-- Successful Placing to raise additional gross proceeds of
GBP4.26 million (US$6 million) through the further issue of
1,216,599,935 ordinary shares at a price of 0.35p each ("Placing
Shares").
-- Aggregate gross proceeds of GBP6.9 million (US$9.75 million) from Open Offer and Placing.
Placing Summary:
Bahamas Petroleum, the Caribbean and Atlantic margin focused oil
and gas company, with production, appraisal, development and
onshore and offshore exploration assets across the region, is
pleased to announce that it has raised GBP4.26 million (US$6
million) before expenses through a firm placing of 1,216,599,935
new ordinary shares of 0.002p each ("Ordinary Shares") (the
"Placing Shares") at a price of 0.35p each (the "Placing"). The
Placing was undertaken via an accelerated book-build process, as
announced on 19 May 2021.
Together, the Placing and the previously announced successful
Open Offer, raised GBP6.9 million (US$9.75 million) before
expenses. The Placing Shares to be issued will rank pari passu in
all respects with the Company's existing Ordinary Shares and will
represent approximately 15.4 per cent. of the Company's enlarged
issued ordinary share capital, following admission of the Placing
Shares.
Gneiss Energy, the Placing Agent, has itself subscribed as
principal for 235,714,285 Placing Shares as part of the Placing. As
part compensation for services provided under the Fundraising,
approximately 99.6 million unlisted warrants will be issued to
subscribe for new Ordinary Shares at the Placing Price per share,
valid for a period of 48 months. These warrants will be issued to
the Broker, the Company's Placing Agent, and various other
sub-placing agents.
Application will be made for the 1,216,599,935 Placing Shares
and the 750,289,637 Open Offer 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 the Placing
Shares and Open Offer Shares will commence from 8:00am on 27 May
2021.
Of the Open Offer Shares, 2,031,377 are to be issued to Bill
Schrader, Chairman of the Company, through the Excess Application
Facility. Furthermore, Simon Potter, CEO, has elected to subscribe
for 10,131,700 of the Placing Shares. These are deemed to be
related party transactions under Rule 13 of the AIM Rules for
Companies. The directors of the Company (with the exception of Bill
Schrader and Simon Potter) consider, having consulted with the
Company's nominated adviser, Strand Hanson Limited, that the terms
of the transaction are fair and reasonable insofar as shareholders
are concerned.
Convertible Notes & Fee Shares:
Additionally, as disclosed in the Circular, and the Company's
announcement of 11 May 2021, application has been made to AIM for
the admission of 937,700,234 Ordinary Shares, pursuant to the
agreed early conversion of GBP2.5 million currently outstanding
Convertible Notes (including accrued interest) at a price of 0.35p
("Convertible Note Shares"), inclusive of Fee Shares payable to
advisers (being 191,114,234 Ordinary Shares). It is expected that
admission of these shares will take place and trading in them
commence at 8:00am on 27 May 2021.
Total Voting Rights:
Following admission to trading on AIM of the 750,289,637 Open
Offer Shares, 1,216,599,935 Placing Shares, the 937,700,234
Convertible Note Shares and Fee Shares the Company's issued share
capital will consist of 7,892,523,921 Existing Ordinary Shares,
with each Existing Ordinary Share carrying the right to one vote.
The Company does not hold any Ordinary Shares in treasury. This
figure of 7,892,523,921 Existing 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 ("DTRs").
Following the Share Consolidation, scheduled for 28 May 2021,
the Company's issued share capital will consist of 789,252,392 New
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 789,252,392 New 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 ("DTRs").
Further to the above and following the successful completion of
the Placing, the Company announces that the resignation of Adrian
Collins from the Board of the Company, as disclosed in the
Circular, has now become effective.
Eytan Uliel, Chief Executive Officer designate, commented:
"We are extremely pleased with the successful closing of our
fundraising, in which we received strong support from existing
shareholders in the Open Offer, as well as from new investors in
the Placing. With this fundraising behind us, we can continue the
work of the corporate reset program we recently laid out, at the
core of which is a clear focus on increasing production and
cashflow from our onshore assets in Trinidad and Tobago and
Suriname. The next milestone in this journey will be the imminent
spud of the Saffron-2 appraisal well in Trinidad. The Saffron-2
well will be key to determining the producibility of the Saffron
field, and will define the shape of the potential development of
that field over the next 6-12 months. I look forward to updating
shareholders of our continuing progress."
For further information, please contact:
Bahamas Petroleum Company PLC Tel: +44 (0) 1624
E ytan Uliel , Chief Executive Officer 647 882
designate
Strand Hanson Limited - Nomad Tel: +44 (0) 20
Rory Murphy / James Spinney / Rob Patrick 7409 3494
Shore Capital Stockbrokers Limited - Bookrunner Tel: +44 (0) 207
& Joint Broker 408 4090
Jerry Keen / Toby Gibbs
Investec Bank Plc - Joint Broker Tel: +4 4 (0) 207
Chris Sim / Rahul Sharma 597 5970
Gneiss Energy - Placing Agent & Financial Tel: +44 (0) 20
Adviser 3983 9263
Jon Fitzpatrick / Paul Weidman
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 as it forms part of United
Kingdom domestic law by virtue of the European (Withdrawal) Act
2018 .
Capitalised terms in this announcement are as defined in the
Circular (unless otherwise defined).
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