Bahamas Petroleum Company PLC Cancellation of Existing Options, Grant of Options (8295R)

TIDMBPC

RNS Number : 8295R

Bahamas Petroleum Company PLC

31 October 2019

31 October 2019

Bahamas Petroleum Company plc

("Bahamas Petroleum" or the "Company")

Cancellation of Existing Options & Grant of Options

At the Annual General Meeting ("AGM") of Bahamas Petroleum Company plc, held on 17(th) September 2019, shareholders of the Company approved:

   1.    The cancellation of all existing options; 

2. The initial grant of 150,000,000 New Options to the Directors, staff and consultants of the Company (out of a total approved pool of 200,000,000 New Options); and

3. The grant of 25,000,000 options pursuant to the Convertible Note Subscription Agreement entered into on 9 October 2019 with Bizzell Capital Partners Pty Ltd and MH Carnegie & Co Pty Ltd.

The Company has thus, effective 31 October 2019, proceeded to enact each of these items in accordance with the approvals provided by the Company's shareholders. Full details of each of these items, including the terms of conditions of each, were set out in the Company's Notice of Annual General Meeting (the "Notice"), dated 21 August 2019, and are summarised for the ready information of shareholders in the Appendix to this announcement.

For further information, please contact:

 
 Bahamas Petroleum Company plc            Tel: [phone] 
  Simon Potter, Chief Executive Officer    647 882 
 Strand Hanson Limited - Nomad            Tel: +44 (0) 20 
  Rory Murphy / James Spinney              7409 3494 
 Shore Capital Stockbrokers Limited       Tel: +44 (0) 207 
  Jerry Keen / Toby Gibbs                  408 4090 
 CAMARCO                                  Tel: +44 (0) 20 
  Billy Clegg / James Crothers             3757 4983 
 

www.bpcplc.com

Regulatory Statements

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

APPENDIX: DETAILS

   1.    Cancellation of Existing Options 

By agreement with relevant option holders, the Company has, effective 31 October 2019, cancelled all 68.85 million existing options over ordinary shares in the Company, as approved by shareholders at the AGM.

   2.    Grant of New Options to the Directors, staff and consultants of the Company 

Effective 31 October 2019, New Options have been issued to the Directors, staff and consultants of the Company in three tranches, summarised as follows:

(i) Series A: 50,000,000 New Options, fully vested, immediately exercisable, exercise price of 2.22p per New Option (consistent with the exercise price of existing Options being cancelled);

(ii) Series B: 50,000,000 New Options, that will vest and become exercisable at such point in time as the Board, having consulted with the relevant advisers to the Company, determines that the cost of an initial exploration well is fully funded on an unconditional basis, exercise price of 2.4p per New Option;

(iii) Series C: 50,000,000 New Options, that will vest and become exercisable at such point in time as the initial exploration well commences, exercise price of 2.8p per New Option.

All New Options, if not exercised, will expire five years after the date of issue. The New Options are not quoted or traded on AIM; on exercise, the Company will make application for the new ordinary shares arising to be admitted for trading on AIM.

The New Options have been allocated as follows:

 
            OPTIONHOLDER                                SERIES A                SERIES B                SERIES C 
            William Schrader                           1,500,000                 750,000                 750,000 
                                          ----------------------  ----------------------  ---------------------- 
            James Smith                                  750,000                 375,000                 375,000 
                                          ----------------------  ----------------------  ---------------------- 
            Eddie Shallcross*                            750,000                 375,000                 375,000 
                                          ----------------------  ----------------------  ---------------------- 
            Ross McDonald                                750,000                 375,000                 375,000 
                                          ----------------------  ----------------------  ---------------------- 
            Adrian Collins                               750,000                 375,000                 375,000 
                                          ----------------------  ----------------------  ---------------------- 
            Simon Potter                              20,000,000              15,000,000              25,000,000 
                                          ----------------------  ----------------------  ---------------------- 
            Other executives, employees 
             and consultants, in 
             aggregate                                25,500,000              32,750,000              22,750,000 
                                          ----------------------  ----------------------  ---------------------- 
            Total:                                    50,000,000              50,000,000              50,000,000 
                                          ----------------------  ----------------------  ---------------------- 
 

*Options granted to the estate of Edward Shallcross following his passing away on 14 October 2019

   3.    Grant of options pursuant to the Convertible Note Subscription Agreement 

Pursuant to the Convertible Note Subscription Agreement entered into on 9 October 2019 with Bizzell Capital Partners Pty Ltd and MH Carnegie & Co Pty Ltd, 25,000,000 options have been granted to these parties with an exercise price of 2 pence per share immediately exercisable for a period of 4 years. Of the total options granted, 6,250,000 options have been granted to Bizzell Capital Partners Pty Ltd and 18,750,000 options have been granted to MH Carnegie & Co Pty Ltd.

END

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October 31, 2019 07:51 ET (11:51 GMT)