Bankers Shareholders are encouraged to
participate in the Shareholder Vote and reminded to vote
prior to the deadline on May 27, 2016
at 3:00 PM MDT(Calgary time).
CALGARY, May 18, 2016 /PRNewswire/ - Bankers
Petroleum Ltd. ("Bankers") (TSX: BNK, AIM: BNK) is pleased to
announce that Institutional Shareholder Services Inc. ("ISS") and
Glass, Lewis & Co. ("Glass Lewis"), leading independent proxy
advisory firms, have recommended that Bankers shareholders vote in
favour of the proposed corporate transaction (the "Arrangement") at
the Special Meeting (as defined below).
Along with the recommendation that Bankers' shareholders vote
FOR the Arrangement, Glass Lewis states that the proposed
transaction will allow Shareholders to, "immediately realize an
assured value at a significant premium to the recent unaffected
share price." ISS further advised that, "a vote FOR
is warranted based on a review of the terms of the transaction, in
particular, the significant cash premium which provides certainty
of value."
As previously announced on March 20, 2016, Bankers has
entered into an arrangement agreement (the "Arrangement Agreement")
with affiliates of Geo-Jade Petroleum Corporation in respect of the
Arrangement, which provides for the purchase of all the issued and
outstanding common shares of Bankers "at a cash price
of C$2.20 per Bankers Share.
Special Meeting of Shareholders
Bankers will host its special meeting of shareholders (the
"Special Meeting") on May 31, 2016,
seeking shareholder approval for the Arrangement. Bankers'
shareholders of record as of April 19, 2016, are
encouraged to vote at the Special Meeting. The Management
Information Circular prepared in connection with the Arrangement
provides important information about Bankers and the Arrangement.
The Management Information Circular and related proxy
materials are available on SEDAR and Bankers' website
(www.bankerspetroleum.com).
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 Bankers common shares from the TSX
and AIM as updates become available.
Benefits of the Arrangement include:
- Cash price of C$2.20 per Bankers
common share
- Bankers debt will be handled separately by the purchasing
Company and will not affect the stated purchase price of
$2.20 per Bankers common 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 common 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, who have recommended that
shareholders vote in favor of it, and carries the full support of
Bankers' management team
Both parties continue to pursue the outstanding regulatory
approvals pursuant to the Investment Canada Act (Canada) and the Chinese State Administration
of Foreign Exchange (SAFE). If approved at the Special Meeting
closing of the Arrangement remains on track to occur in 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.
Shareholder Questions
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
Your Vote is Important. Please Vote
Today.
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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, the timing of receipt of
required regulatory approvals, the timing of the Special Meeting,
the treatment of Bankers debt and the delisting of the Bankers
Shares following completion of the Arrangement. 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.