TIDMBPC
RNS Number : 2218I
Bahamas Petroleum Company PLC
16 June 2017
16 June 2017
Bahamas Petroleum Company plc ("BPC" or the "Company")
Directors' Placing, Shareholder Circular and Notice of
Extraordinary General Meeting
Posting of Shareholder Circular and Notice of Extraordinary
General Meeting
On 14 June 2017 Bahamas Petroleum Company plc, the oil and gas
exploration company with a significant prospective resource in
licences in The Commonwealth of The Bahamas, announced that it had
raised US$3.25 million (GBP2.6 million) before expenses through a
firm and conditional placing of 260,000,000 new ordinary shares of
0.002p each (the "Placing Shares") at a price of 1 pence each (the
"Placing").
The Placing comprised a Firm Placing of 110,000,000 shares
(GBP1.1 million) placed pursuant to existing authorities granted to
the Directors by clause 6.4.4 of the Company's Articles of
Association and a Conditional Placing of 150,000,000 shares (GBP1.5
million) conditional, inter alia, on the passing of a relevant
resolution at an extraordinary general meeting of the Company to be
held on 14 July 2017 ("EGM").
The Company is pleased to announce that a Circular containing a
Notice of EGM will be sent to Shareholders today.
Shareholders should read the full text of the Circular and the
resolution contained in the Notice of EGM contained in the
Circular. A copy of the Circular and Notice of EGM is available on
the Company's website (www.bpcplc.com) and is available for
inspection at the Company's registered office at IOMA House, Hope
Street, Douglas, Isle of Man, IM1 1AP.
The EGM will be held at 11am on 14 July 2017 the Company's
registered office at IOMA House, Hope Street, Douglas, Isle of Man,
IM1 1AP. The purpose of the EGM is to consider and, if thought fit,
to pass the resolutions necessary to authorise and carry out the
Conditional Placing.
Participation in the Conditional Placing by Directors and
Management
The Company's annual financial statements to 31 December 2016
were released on 15 June 2017. Following this release, the Company
is no longer in a closed period, allowing Directors to deal in
securities of the Company.
Consequently, all Directors (including the CEO) and certain
other members of the Company's management team have agreed that
they will participate in the Placing, by subscribing GBP200,000 in
aggregate for 20,000,000 Placing Shares in aggregate. The
Conditional Placing has thus been increased to 170,000,000 Placing
Shares in aggregate, with the Directors and management
participation thus representing approximately 12% of the
Conditional Placing.
Participation in the raising by Directors and Management is as
follows:
William Schrader 2,825,000
------------------------------- -----------
Simon Potter 2,000,000
------------------------------- -----------
James Smith 1,850,000
------------------------------- -----------
Adrian Collins 2,000,000
------------------------------- -----------
Edward Shallcross 2,750,000
------------------------------- -----------
Ross McDonald 1,850,000
------------------------------- -----------
Total Directors Participation 13,275,000
------------------------------- -----------
Management Participation 6,725,000
------------------------------- -----------
Total Directors and
Management Participation 20,000,000
------------------------------- -----------
Over and above this contribution to the Conditional Placing the
Directors of the Company have also previously agreed to defer 50%
of their fees, with such deferred fees to be repaid in shares
conditional on successful conclusion of a farm-in or other
financing sufficient for the drilling of an initial exploration
well on the Southern Licences. The CEO of the Company has agreed to
defer 90% of all salary on the same basis.
Application will be made to the London Stock Exchange for the
Placing Shares, inclusive of those Placing Shares being subscribed
for by Directors and management as noted above, to be admitted to
trading on AIM. It is expected that dealings in the Conditional
Placing Shares will commence on or about 17 July 2017 subject to
the passing of the Resolutions at the EGM.
Total voting rights
Following the First Admission but before the Second Admission,
the Company's issued share capital will consist of 1,340,479,096
ordinary shares of 0.002p each ("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 1,340,479,096
Ordinary Shares may therefore be used by shareholders in the
Company, between the dates of First Admission and Second Admission,
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").
Given the enlarged Conditional Placing to reflect the
participation of Directors and Company management, following the
Second Admission the Company's issued share capital will consist of
1,510,479,096 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 1,510,479,096 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 DTRs.
Bill Schrader, Chairman of Bahamas Petroleum Company plc
commented:
"On 14 June 2017, BPC announced a placement to raise additional
funding as we continue the process of seeking a farm-in from an
industry partner, so as to enable drilling to commence on our
highly prospective licences in the Bahamas. The directors,
management and I are committed to the project and are confident
that BPC will be able to achieve a successful farm-in. We are thus
participating in the placement, further aligning our interest with
that of other shareholders."
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2017
Announcement of the Placing 14 June
First Admission and commencement on or about
of dealings in the Firm Placing Shares 21 June
Latest time and date for receipt By 11 a.m. on
of Forms of Proxy for the Extraordinary 12 July
General Meeting
Extraordinary General Meeting 11 a.m. on 14
July
Second Admission, completion of the on or about
Placing and commencement of dealings 17 July
in the Conditional Placing Shares
Ends
For further information, please contact:
Bahamas Petroleum Company plc Tel: +44 (0)
Simon Potter, Chief Executive 1624 647 882
Officer
Strand Hanson Limited - Nomad Tel: +44 (0)
Rory Murphy / James Spinney 20 7409 3494
Shore Capital Stockbrokers Limited Tel: +44 (0)
- Broker 207 408 4090
Jerry Keen / Toby Gibbs
Canaccord Genuity Limited - Tel: +44 (0)
Broker 207 050 6500
Henry Fitzgerald-O'Connor
CAMARCO Tel: +44 (0)
Billy Clegg / James Crothers 20 3757 4983
Notes to editors:
Bahamas Petroleum Company is an oil and gas exploration company
with 100% owned offshore licences exclusively focused on the
Commonwealth of The Bahamas. The Company has significant
prospective resources, which have been de-risked through both
extensive 2D and 3D seismic. The four Southern Licences, with a
newly agreed well obligation date of April 2017, run until 2Q 2018
when the licences may be renewed a further two times. The Company
is intent on delivering safe and environmentally responsible
exploration.
www.bpcplc.com
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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