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Bahamas Petroleum Co - Completion CERP Merger and Issue of New Shares

RNS Number : 5390V
Bahamas Petroleum Company PLC
07 August 2020

07 August 2020

Bahamas Petroleum Company plc

("BPC" or the "Company")


Completion of Merger with Columbus Energy Resources plc and Issue of New Shares


Bahamas Petroleum Company plc ("BPC"), the Caribbean and Atlantic margin focused oil and gas company, with exploration, production, appraisal and development assets across the region, is pleased to confirm that, as of today, the merger with Columbus Energy Resources Plc ("Columbus"), effected by means of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), has completed.


Pursuant to the Scheme, a total of 757,261,511 new BPC ordinary shares will be issued and allotted to holders of Scheme Shares, 5,160,305 new BPC ordinary shares will be issued to Columbus's management pursuant to their respective settlement and termination arrangements and 106,466,976 new BPC shares will be issued and allotted to Trafalgar Capital Management (HK) Limited pursuant to the Replacement Funding Agreement, the proceeds of which will be used to settle the Lind Convertible Loan Agreement. Therefore, a total of 868,888,792 new BPC ordinary shares (together, the "New Shares") will be issued and allotted pursuant to the Scheme.


A further issue of approximately 21 million new BPC ordinary shares and 17 million new BPC nil cost options, pursuant to the Columbus Executive Salary Options and as set out in Columbus's Scheme Document, and 31 million new BPC ordinary shares to BPC's advisors in relation to the merger is expected to occur during the week commencing 17 August 2020, with the exact number to be finalised during the week commencing 10 August 2020. A further announcement will be made when these shares and options are issued.


As announced on 5 August 2020, until such time as the Goudron EPSC is entered into, which is expected will occur in the ordinary course of business, BPC and Columbus's management have agreed to delay the issuance of a further 25,562,167 new BPC ordinary shares due to Columbus's management pursuant to their respective settlement and termination arrangements, as set out in Columbus's Scheme Document. These new BPC ordinary shares will be issued once the Goudron EPSC is entered into, and a further announcement will be made when these shares are issued.


The New Shares will rank pari passu with the existing ordinary shares of 0.002p each in the capital of BPC (the "Ordinary Shares"). Application has been made to the London Stock Exchange for admission of the New Shares to trading on AIM. Admission is expected to occur on 10 August 2020 and CREST accounts will be credited as soon as possible after 8.00 am on 10 August 2020. The latest date for dispatch of share certificates in respect of the New Shares is 21 August 2020.


Following the issue of the New Shares, the Company's total issued share capital will comprise 3,352,664,877 Ordinary Shares.


The Company does not hold any shares in treasury at the date of this disclosure. The issued share capital figure can be used by shareholders as the denominator for the calculations by which to determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.


Defined terms used but not defined in this announcement have the meaning given to them in Columbus's Scheme Document, a copy of which, is available on the BPC website at www.bpcplc.com.


Simon Potter, Chief Executive Officer of BPC, said:


"With the completion of the merger of BPC and Columbus, we today become a single company, in pursuit of a single-minded vision: the creation of a revenue generating, full-cycle, Atlantic margin exploration and production (E&P) business.


To achieve this vision we have a clear strategy, where we will apply a portfolio approach to asset ownership across the full life cycle of the hydrocarbons business, in a manner that appropriately balances risk and reward, ensures access to capital on competitive terms, and effectively leverages our core expertise and experience. Going forward, BPC is an exploration and production business, intent on generating reliable, growing production cashflows capable of supporting exploration activities, and which together will create significant value for all stakeholders. The merger of the two companies allows each to provide something different from within that business cycle to the combined new company; each is providing what the other hitherto has not or does not have. Together the asset base is more robust, has broader interests and is, as a consequence, more financeable and thus more valuable.


Many people have worked tirelessly from both companies and advisor groups in order to bring this merger about - even more so given the difficult and trying circumstances brought about by Covid-19 restrictions. I would like to thank them all for their efforts.


Now comes the hard work."



For further information, please contact:

Bahamas Petroleum Company plc

Simon Potter, Chief Executive Officer

Tel: +44 (0) 1624 647 882

Gneiss Energy Limited - Financial Advisor

Jon Fitzpatrick / Paul Weidman

Tel: +44 (0) 20 3983 9263

Strand Hanson Limited - Nomad

Rory Murphy / James Spinney / Jack Botros

Tel: +44 (0) 20 7409 3494

Shore Capital Stockbrokers Limited

Jerry Keen / Toby Gibbs

Tel: +44 (0) 207 408 4090


Billy Clegg / James Crothers / Hugo Liddy

Tel: +44 (0) 20 3757 4983


Notes to editors


Bahamas Petroleum Company plc ("BPC"), is a Caribbean and Atlantic margin focused oil and gas company, with exploration, production, appraisal and development assets in licences located in the waters of The Bahamas and Uruguay and onshore licenses in Trinidad and Suriname. BPC is currently on-track for drilling an initial exploration well in The Bahamas, Perseverance #1, in late 2020 / early 2021, with the well targeting recoverable P50 prospective oil resources of 0.77 billion barrels, with an upside of 1.44 billion barrels. BPC's exploration licence in Uruguay is highly prospective, with a potential resource of 1 billion barrels of oil equivalent. In Trinidad, BPC has five producing fields, two appraisal / development projects and a prospective exploration portfolio in the South West Peninsula. In Suriname, BPC has an onshore appraisal / development project.


BPC is listed on the AIM of the London Stock Exchangewww.bpcplc.com


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.

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