Bahamas Petroleum Company PLC Directors' Placing, Circular and Notice of EGM (2218I)

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

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June 16, 2017 02:00 ET (06:00 GMT)