Bahamas Petroleum Co - Convertible Note Funding Update
Bahamas Petroleum Company plc
("BPC" or the "Company")
Convertible Note Funding Update
BPC and the Subscriber have agreed to extend the date for satisfaction of all of the conditions precedent to the issue of the Notes, such that the last date for satisfaction (or waiver by the Subscriber) of those conditions precedent is now
This revised timing is reflective of the current plan and schedule for the drilling of Perseverance #1, and is consistent with BPC's funding strategy. Specifically, given the recent institutional placement (as announced on
In terms of potential dilution, assuming the full value of the Notes were to be drawn without any scale back, and assuming further that all interest on the Notes was accrued for the full 3-year term and then all principal and interest were fully converted into ordinary shares, a total of approximately 590 million new ordinary shares would be issued to the Subscriber. This potential issuance was approved by shareholders at the 2019 Annual General Meeting.
BPC notes that even if the conditions precedent to funding from the Notes are not satisfied (or waived by the Subscriber) by the time that funding is required (all or in part), BPC would still have other funding sources available (as detailed in the Company's announcement of
Status of Conditions Precedent
For the information of shareholders, the key conditions precedent to subscription for the Notes, and their current status, are summarised as follows:
· Condition: BPC having raised sufficient funds (to the reasonable satisfaction of the Subscriber) to meet the balance cost of the intended drilling of Perseverance #1 in full, plus the operating costs of BPC for a period of at least 24 months from the date of drawdown.
Status: BPC remains to close out this matter with the Subscriber, but believes this condition to have been satisfied following the recent institutional placement.
· Condition: BPC having entered into binding agreements and contracts necessary and sufficient to enable BPC to conduct the intended drilling at the estimated cost of those operations, including a drilling rig contract and a contract for integrated well services, both with reputable international companies, and placement of an appropriate insurance policy.
Status: Given contracts in place with
· Condition: BPC securing all necessary permits and approvals for drilling from the Government of The
Status: The Company has obtained Environmental Authorisation for Perseverance #1, which is the applicable permit and approval requirement under relevant Bahamian laws and regulations. In relation to fees, as a result of interruptions to the normal conduct of Government business due to COVID-19, BPC is still working with the Government on a final reconciliation amounts payable for the balance of the current 2nd exploration period. BPC expects this to be completed within the timeline required for satisfaction of this condition.
· Condition: BPC and the Subscriber entering into suitable security documentation for the Notes.
Status: BPC and the Subscriber are working collaboratively on this process. BPC believes that this condition will be able to be satisfied in a timely manner.
· Condition: Employment and executive retention arrangements between nominated key executives and BPC being on terms satisfactory to the Subscriber.
Status: The Subscriber remains to provide formal confirmation on this matter, but BPC believes existing contractual arrangements will satisfy the Subscriber in relation to this condition.
For further information, please contact:
Bahamas Petroleum Company plc
Tel: +44 (0) 1624 647 882
Strand Hanson Limited - Nomad
Tel: +44 (0) 20 7409 3494
Shore Capital Stockbrokers Limited - Joint Broker
Tel: +44 (0) 207 408 4090
Investec Bank Plc - Joint Broker
Tel: +44 (0) 207 597 5970
Tel: +44 (0) 020 3757 4980
The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.
Notes to editors
BPC is a
BPC is listed on the AIM market of the London Stock Exchange. www.bpcplc.com
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