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Share Name Share Symbol Market Type Share ISIN Share Description
Barryroe Offshore Energy Plc LSE:BEY London Ordinary Share IE00B66B5T26 ORD EUR0.001 (CDI)
  Price Change % Change Share Price Shares Traded Last Trade
  0.00 0.0% 3.50 5,019 08:00:00
Bid Price Offer Price High Price Low Price Open Price
3.30 3.70 3.50 3.50 3.50
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
 
Last Trade Time Trade Type Trade Size Trade Price Currency
12:14:17 O 19 3.455 GBX

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Barryroe Offshore Energy Investors    Barryroe Offshore Energy Takeover Rumours

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Date Time Title Posts
04/12/202218:54Barryroe Offshore Energy654
23/11/202222:18BEY2

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Posted at 03/12/2022 15:04 by northatlanticholdings
The Gov is in checkmate on this one through classic departmental short termism. They have played their ace card already. The greens are consulting on consultations with their own members. When delay is the only playbook left, granting the LU is an inevitability.

If they don't sign the LU they are on the hook for the invested losses of 281,370 m

If the do sign the LU they are still on the hook for the Invested loses of 281 million; against future tax revenue, the 281m is the actual known significant asset above the ground and LGs are chasing it.

The death spiral scenario, is interesting, and there's logic to it - but there are too many irons in the fire for it to play out classically in this case i.e. why would 76.8% of shareholders including other Majors let it play through and accept the losses. The principles for it are in place but not the consent.

What is really interesting though, is the fact that the only scenario really through which the Gov could call LGs bluff by return, if the death spiral scenario were at play, would be to grant the LU. This would push the share price and market cap to levels that kill the playbook on it.

Looking forward to seeing how this plays out.

Holding.

Posted at 02/12/2022 15:20 by chica1
Taken from the LSE forum..

Death Spiral Bonds


Goodman is no idiot. His investment in BEY is insanely good for him and, in all likelihood, curtains for other investors. The loan arrangement with Goodman is a fixed price convertible instrument, known in the industry as a "death spiral bond". See a brief description at 10:43 in this video:

https://www.youtube.com/watch?v=iisPX_xVMV8&t=643s

Goodman gets a rollicking good 10% pa return on his $40m. If the LU is not granted and BEY goes to litigation they will need Goodman's money to fund it. He probably reckons he can get his money back with profit if things go this route. Either way, if we get to the end of 2024 and Goodman's money has been drawn down, he can short the ar$e out of BEY. This is a hedge, because if he loses on his short he makes up with the extra value of the shares that he gets at a low fixed price. If the short drives the share price down Goodman can keep shorting -- this is the so-called death spiral -- because he knows he will both make money on the short *and* effectively own the company as he gets to convert his $40m at the lower price.

The only way BEY can avoid a Goodman takeover is to not take his money. In that event he has still clocked up 10% of the company essentially for free. But BEY are still left needing another source of funding, something they have singularly failed to find for the past decade. I know some here think things will be different this time. Maybe, maybe not. Every million they take off Goodman -- even just to keep the lights on and the execs paid -- can be leveraged up to more than 2% of the company owned by Goodman, even without the short selling trick. I would say the odds of small investors coming out of this with something worthwhile are narrowing.

Posted at 23/11/2022 20:59 by northatlanticholdings
For me - it makes complete sense that:
- LG protects his loan interests - just short of a current controlling stake at 24.2%
- LG takes two seats on the Board to protect his loan interests
- DECC is in check-mate
- BEY can finance the field appraisal
- BEY can seek to finance the payback of the loans and coupon - via the appraisal production based on the NPV of USD 401 million
- LG has a mechanism to redeem the entire loan value if BEY can't re-pay via appraisal

Nice to know that LG does plan to takeover BEY - I welcome that

I'll hold to take the same deal as the Pension Funds and Nick Furlong - they've bought in significantly above these levels

Posted at 23/11/2022 19:54 by swizz
Goodman may end up with over 75% of Barryroe after funding dealUp to €40m committed in redeemable secured convertible loan noteshTTps//:www.irishtimes.com/business/2022/11/23/goodman-may-end-up-with-over-75-of-barryroe-after-funding-deal/Beef magnate Larry Goodman may end up owning more than three-quarters of Barryroe Offshore Energy in just over two years' time, after agreeing to provide a €40 million funding backstop to help the oil and gas explorer secure a lease to progress its key prospect off the Cork coastline.The commitment of up to €40 million, by way of redeemable secured convertible loan notes, was first announced on Tuesday. The Dublin-listed company was known as Providence Resources until it was renamed in September after its prized Barryroe field.The terms of the deal were released on Wednesday evening. Funding drawn down from facility from Mr Goodman's Vevan Unlimited vehicle will carry an annual interest rate of 10 per cent until they fall due for repayment at the end of 2024.The complex deal initially allows Vevan, which already owns at 16.1 per cent stake in Barryroe, to subscribe for up to 113.8 million shares for a nominal price of almost €113,800.This would leave Mr Goodman with just over a 24 per cent stake in the company, where he first emerged as a shareholder in April last year.Funds drawn down by Barryroe over the lifetime of the facility will be convertible into shares when they mature at the end of 2024 at either 1.5c per share or Barryroe's prevailing share price at the time, if that is lower. If the maximum €40 million is borrowed and converted into equity for 1.5c per share, Mr Goodman's would end up with a stake of 76.6 per cent, according to Irish Times calculations.Barryroe has also agreed to issue warrants to Vevan that would allow the billionaire's company to buy further shares for up to 10 years from the end of 2024.The backstop is aimed at addressing concerns at the Department of the Environment, Climate and Communications about Barryroe's ability to finance drilling at the Barryroe field.Following long delays in assessing the application that was made in April last year, the department informed Barryroe last month that it had not yet demonstrated sufficient financial capability to be awarded a crucial lease undertaking to progress the project.Alan Curran, who took over as Barryroe chief executive in July, said that company "will rapidly move to commence preparations for drilling operations" once the department grants the lease undertaking. However, it will likely be 2024 before drilling will start.Investors in Providence have seen three Barryroe development partnership deals come to nothing in the decade since the field was found in 2012 to have more than 300 million barrels of recoverable oil.The latest was abandoned in April last year, prompting the company, which has an 80 per cent stake in the Barryroe licence, to say that it would proceed alone.
Posted at 23/11/2022 18:44 by paulsavannah
At todays prices the company is valued at £40Million approximately.Assuming this all goes ahead regarding the convertible loan notes and funding etc, the company would need to reach a value of £200Million after the lease undertaking is granted and drilling starts in order to realise todays share price value. Not sure if this is a great deal for shareholders but in fairness it's LG whose taking all the risks so he's taking all the equity.
Posted at 23/11/2022 18:15 by swizz
The loan agreement terms,…GL S

Convertible Loan Note Funding

Dublin and London - 23 November:

Further to the announcement released at 7am on Tuesday 22 November 2022 the Board is pleased to confirm that a funding agreement, in the form of a Redeemable Convertible Secured Loan Note Instrument (the "Funding Agreement") with an existing shareholder, Vevan Unlimited Company ("Vevan"), has now been executed. The Funding Agreement has been entered into to provide the required funding for the work programme proposed in the Lease Undertaking Application.

Convertible Loan Notes

The funding will be in the form of Redeemable Convertible Secured Loan Notes ("the Loan Notes") to be issued by the Company. Under the terms of the Funding Agreement, Vevan has agreed, subject to the terms and conditions contained therein, to fund the Barryroe Work Programme. The total amount committed pursuant to the Funding Agreement is up to €40,000,000, which covers 100% of the cost of the Work Programme as set out in the Lease Undertaking Application, which remains subject to ministerial consent

The Loan Notes bear a coupon of 10% per annum, rolled up, and are convertible into ordinary shares at the lower of (i) €0.015 and (ii) the closing share price of an ordinary share on Euronext Growth Dublin on the trading date immediately prior to the conversion date.

Vevan will be entitled to appoint 2 directors to the board of Barryroe. The Loan Notes fall due for repayment on 31 December 2024.

The Company has agreed to grant Vevan the right to subscribe in cash at a consideration per share equal to the nominal value thereof (being €0.001 per ordinary share) for 107,186,000 ordinary shares (representing approximately 10% of the issued share capital of the Company) and, subject to shareholder approval, to grant Vevan the right to subscribe for a further 6,594,076 ordinary shares at a consideration per share equal to the nominal value thereof. Application will also be made for the admission of these shares to trading on Euronext Growth Dublin and AIM on their issuance.

Pursuant to the terms of a warrant instrument constituted by the Company, Vevan will also be separately granted warrants to subscribe in cash for 1.5 Ordinary Shares for each conversion share issued on conversion of the Loan Notes at a consideration per share equal to the lower of (i) €0.015 per share and (ii) the closing price of an ordinary share on Euronext Growth Dublin on the trading day immediately prior to the conversion date. The warrants are conditional on the Loan Notes being issued and converted into ordinary shares. The warrants will be exercisable for a period of 10 years from the date of conversion of the Loan Notes.

The conversion of the Loan Notes, the issue of the warrants under the warrant instrument and the grant of the right to subscribe for the 6,594,076 ordinary shares as referenced above requires the passing of certain share allotment and authority resolutions at an Extraordinary General Meeting of the Company and, if and as required, the potential granting of waivers under Rule 9 of the Irish Takeover Panel Act 1997, Takeover Rules 2022 (on such terms and subject to such conditions as the Irish Takeover Panel may require) from the requirement for any holder of such securities and rights to make a mandatory offer for the Company on the issuance of any ordinary shares. A circular convening the EGM and providing further details on the proposals will be prepared and sent to shareholders in due course.

As Vevan is a substantial shareholder in the Company, this transaction constitutes a related party transaction under the AIM Rules. The Directors consider, having consulted with its nominated adviser Davy, that the terms of the transaction are fair and reasonable insofar as shareholders are concerned.

Alan Curran, CEO comments: "We are delighted with such a comprehensive solution to funding for the work programme set out in our Lease Undertaking application. I look forward to engaging with DECC on our Lease Undertaking application and the granting of same subject to Ministerial consent. Thank you again to all our shareholders for their continuing support."

Posted at 22/11/2022 08:19 by stockriser
Source is an official RNS .... see link below


22/11/2022 7:00am
UK Regulatory (RNS & others)

Barryroe Offshore Energy (LSE:BEY)
Intraday Stock Chart

Tuesday 22 November 2022

TIDMBEY

RNS Number : 1480H

Barryroe Offshore Energy PLC

22 November 2022

https://uk.advfn.com/stock-market/london/barryroe-offshore-energy-BEY/share-news/Barryroe-Offshore-Energy-PLC-Update-on-Lease-Under/89608943

Posted at 10/11/2022 23:51 by northatlanticholdings
Tiimeline
-------

Many of us have been here for the APEC & SPOTON sagas.

Our confidence in BEY to ‘raise funds’ or prove that ‘funding is in place’ is tempered by the the memory of weekly TOR RNS saying the funds havent hit the account yet from China. Also by the SpotOn failed attempts via supposed access to Norwegian Bonds. And so we are rightly sceptical. The only price rise here in recent years has been driven by the shorts.

However, Larry Goodman has not been part of the picture during any of those days.

And the shorts have disappeared since his arrival.

So looking objectively at the options around proving that ‘funding is in place’

Firstly, it appears that they have already tried to do so, but DECC needs additional financial information.

Its quite possible that the funding case would be a complex mix, through a consortia of sources, each of which would need to be assessed separately in terms of 'financial capability' by DECC.

The more complex the mix, the more difficult to understand the arrangement.

Looking at the options.

1. Issue new share capital = NO
2. Cash-flow = NO
3. Line of credit = NO
4. Bonding agreement = NO
5. Escrow Agreement = NO
6. Loan Agreement (executed) = NO
7. Farm Out and Cost Carries = POSSIBLE

Could a ‘Farm Out / In’ or ‘Cost Carry’ have already have been proposed by a consortia of Major Shareholders & Others in June?

The 'others' being Landsdowne which isn't a major shareholder in BEY but has 20% of the license - it would explain the Landsdowne RNS. They may have planned to raise the funds as part of the consortia on the basis of the approval of the lease undertaking, as they had done before. Which would protect their interests.

We would be very quick to dismiss an Agreement like this given the PVR history.

Again, that was BEY before Goodman.

Now, looking at Mr Goodman’s other interests

Financing via a loan to fund the main portion of a ‘Consortia Agreement’ would be quite simple to secure, in the form of a loan agreement via a Dutch company called ’Trojan Investeering,’ another Goodman company.

Of course, to protect your interests on such a 'loan agreement', you would want to be controlling both sides of the agreement, both the loan via Trojan Investeering (your loan entity), and the company which has made the agreement to borrow the funds (BEY). As the Major Shareholder in the company you could control both sides. Who became our main shareholder in June.

You got to love the names - APEC, SpotOn

Could the Trojan Horse already have entered this stable - with Goodman controlling both the financing and the company in receipt of the finance.

If this is in the pipeline - Goodman is a Genius

Posted at 08/11/2022 22:27 by northatlanticholdings
Timeline

1. DECC taking the 'nuclear' option on BEY is an improbability

A). Financial Viability assessment
CHECK = Going concern status of company
CHECK = Net assets
CHECK = Current ratio
CHECK = Gearing
CHECK = Investment Cover
QUESTION? = Cash Cover

Cash Cover: The applicants immediate access to cash reserves necessary to fund the work programme, which indicates its ability to fund its commitments. The financial capability is a 'self-assessment' exercise.

A Cash Cover ratio = 1 would indicate sufficient cash resources in the business to fulfil the cost of the work programme. A Low Cash Cover, would indicate that there is limited available cash to meet the cot of the proposed programme, requiring additional funding to be sourced. The expectation is that 'Cash cover' should be great than 1X.

Where the applicant has a Cash Cover ratio lower than 1X it may be an indicator that the applicant is not able to meet all its financial commitments. As a result, the Applicant will be expected to provide additional information to evidence its financial capability, this may include demonstrating its capacity with reference to specific funding arrangements to include:

a). Issue of new Share Capital
b). Farm-outs and Cost Carries
c). Cash Flow
d). Loan Arrangements
e). A Line of Credit
f). Letter of Credit
g). Bonding
h). An escrow agreement

DECC may be able to decide, per their own guidelines that:
1. BEY needs to provide further information or
2. BEY needs to 'source additional funding'

Before a final decision on the 'Lease Undertaking' is taken.

This won't come as a shock to anyone.

However, given that the guidance document has no legal standing, under the 'Acts' that predate it:
- while a near-term approval would be un-expected,
- it would been more improbable, that DECC could legally withdraw the license
- it is also improbable that BEY will relinquish the license
- so I would expect that we are looking at an extension of the existing 'Exploration Licence' with a recommendation to 'raise additional funds'

Reading this as another technicality

Posted at 07/11/2022 20:06 by northatlanticholdings
Timeline:
April 21 - Lease Undertaking Application Submitted
27th Apr 21 - Vevan Unlimited (Goodman) - 1%
7th July 21 - Vevan Unlimited (Goodman) - 4.66%
4th Feb 22- PVR Strategic Review - 'fresh equity funding' needed
17th June 22 - Fundraising 2022 - USD 1.8m
27th June 22 - Vevan Unlimited (Goodman)- 8.83%
30th June 22 - Vevan Unlimited (Goodman)- 16.13%
June 22 - Barryroe Parters confirmed 'Financial Capability' details to DECC
31st Oct 22- BEY Lease Update - DECC Financial Capability Assessment - Info Request
31st Oct 22- BEY Lease Update - Engage Majors + Others to 'demonstrate more clearly' capability
31st Oct 22- LOG Update - Concerns re: LOG 'protecting interests in field'
31st Oct 22 - LOG Update - Confirmed DECC 'Financial Capability' Assessment submitted by partners in June
31st Oct 22 - LOG Update - suggests that DECC are insisting that partners have 'funding in place' prior to the grant of the lease (unconfirmed BEY)
7th Nov 22 - Menton - Corporate Financier - exit as planned
7th Nov 22 - Christie - Corporate Financier - joined
21st Nov 22 - DECC Submission - Additional Info request

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