CALGARY, April 20, 2016 /CNW/ - Bankers Petroleum
Ltd. ("Bankers" or the "Company") (TSX: BNK, AIM: BNK) is pleased
to announce that it has filed its Management Information Circular
(the "Circular") and related proxy materials on SEDAR and its
website (www.bankerspetroleum.com), in advance of the Company's
special meeting of shareholders to be held on May 31, 2016 (the "Special Meeting"). The purpose
of the Special Meeting is to seek approval of the proposed plan of
arrangement (the "Arrangement") with affiliates of Geo-Jade
Petroleum Corporation ("Geo-Jade").
As previously announced on March 20,
2016, Bankers has entered into a definitive agreement (the
"Arrangement Agreement") with affiliates of Geo-Jade for the
purchase of all the issued and outstanding common shares of Bankers
("Bankers Shares") at a cash price of C$2.20 per Bankers Share. If approved at the
Special Meeting, closing of the Arrangement remains on track to
occur in late June 2016, following
which, the Bankers Shares will be delisted from the Toronto Stock
Exchange ("TSX") and the AIM market of the London Stock
Exchange.
Bankers' shareholders of record on April
19, 2016 will receive notice of and be entitled to vote at
the Special Meeting. The Arrangement must be approved by the
holders of not less than 66⅔% of the Bankers Shares present in
person or represented by proxy at the Special Meeting. Shareholders
are encouraged to read the Circular as it provides important
information about Bankers and the Arrangement.
Benefits of the Arrangement include:
- Cash price of C$2.20 per Bankers
Share
- Bankers debt will be handled separately by the purchasing
Company and will not affect the stated purchase price of
$2.20 per Bankers Share
- The Arrangement is an opportunity for shareholders to
crystalize value representing a premium of 98% over Bankers'
closing share price on the TSX of C$1.11 on March 18,
2016, and 109% over the 30-trading day volume weighted
average trading price of Bankers Shares of C$1.05 per share ending on March 18, 2016
- The Arrangement has received the unanimous approval of the
Board of Directors of Bankers and carries the full support of
Bankers' Management team
Shareholder Voting:
Bankers' Board of Directors unanimously recommends that
shareholders vote in favor of the Arrangement.
Shareholders who have questions regarding the Arrangement or
require assistance with voting may contact the Proxy Solicitation
Agent below:
Laurel Hill Advisory Group
Toll Free:
1-877-452-7184
International: +1 416-304-0211 outside Canada and the US
By Email: assistance@laurelhill.com
Special Meeting for Shareholders:
The Special Meeting will be held at The Metropolitan Centre
(Strand/Tivoli Rm), 333 4th Avenue SW, Calgary, Alberta on Tuesday, May 31, 2016 at 3:00 p.m. (Calgary time).
Bankers will provide further information with respect to the
timing of closing of the Arrangement and the delisting of the
Bankers Shares from the TSX and AIM as updates become available
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About Bankers Petroleum Ltd.
Bankers Petroleum Ltd. is a Canadian-based oil and gas
exploration and production company focused on developing large oil
and gas reserves in Albania and
Eastern Europe. In Albania,
Bankers operates and has the full rights to develop the
Patos-Marinza heavy oilfield, has a 100% interest in the Kuçova
oilfield, and a 100% interest in Exploration Block "F". In
2015 Bankers acquired an 85% interest in the rights to explore the
Püspökladány Block concession within the Pannonian Basin located in
north eastern Hungary. The Bankers Shares are traded on the
TSX and the AIM Market in London,
England under the stock symbol BNK.
Caution Regarding Forward-looking Information
Certain information set forth in this press release,
including information and statements which may contain words such
as "could", "plans", "intends" "should", "anticipate", "expects",
"will", "propose", "opportunity", "future", "continue", and similar
expressions and statements relating to matters that are not
historical facts, contain forward-looking statements, including but
not limited to statements regarding: the proposed Arrangement and
the anticipated timing of closing, and the timing of the Special
Meeting. By their nature, forward-looking statements are subject to
numerous risks and uncertainties, some of which are beyond Bankers'
control. Completion of the Arrangement is subject to a number of
conditions, including receipt of the approval's required by the
Investment Canada Act (Canada) and
approvals required by the People's
Republic of China and the competition authority of
Albania, and other conditions
which are typical for transactions of this nature. Failure to
satisfy any of these conditions, the emergence of a superior
proposal or the failure to obtain approval of Bankers' shareholders
may result in the termination of the Arrangement Agreement. The
foregoing list is not exhaustive. Additional information on these
and other risks that could affect completion of the Arrangement is
set forth in the information circular in respect of the Special
Meeting, which is available on SEDAR at www.sedar.com. Readers are
cautioned that the assumptions used in the preparation of such
information, although considered reasonable at the time of
preparation, may prove to be imprecise and, as such, undue reliance
should not be placed on forward-looking statements. The actual
results, performance or achievement of Bankers could differ
materially from those expressed in, or implied by, these
forward-looking statements and, accordingly, no assurance can be
given that any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do so, what
benefits that Bankers will derive therefrom. Bankers disclaims any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by applicable securities
laws.
SOURCE Bankers Petroleum Ltd.