Columbus Energy Resources PLC Proposed Merger - Results of Meetings (1761U)

TIDMCERP

RNS Number : 1761U

Columbus Energy Resources PLC

27 July 2020

27 July 2020

COLUMBUS ENERGY RESOURCES PLC

("Columbus" or the "Company")

Corporate Update - Proposed Merger with Bahamas Petroleum Company plc

Columbus, the oil and gas producer and explorer focused on onshore Trinidad and Suriname, is pleased to note that in connection with the proposed merger with Bahamas Petroleum Company plc, the shareholder resolutions proposed at today's Court Meeting and Columbus General Meeting have both been duly passed, by way of poll, with the requisite majorities.

A summary of the voting results is set out below.

Court Meeting

At the Court Meeting, a majority in number of the Scheme Shareholders who voted and who together represented over 75 per cent. in value of the Scheme Shares held by those Scheme Shareholders, voted in favour of the resolution to approve the Scheme. Details of the votes cast by Scheme Shareholders are as follows:

 
          Present and Voting                     Voted for the Scheme                   Voted Against the 
                                                                                              Scheme 
             No. of          Scheme         No. of          Scheme Shares          No. of         Scheme Shares 
              Scheme         Shares          Scheme           represented           Scheme         represented 
           Shareholders    represented    Shareholders                           Shareholders 
         --------------  -------------  --------------  ---------------------  --------------  ------------------ 
                                                             No.         %                         No.        % 
         --------------  -------------  --------------  ------------  -------  --------------  ----------  ------ 
 Total         83         243,576,542         74         238,836,284   98.05%         9         4,740,258   1.95% 
         --------------  -------------  --------------  ------------  -------  --------------  ----------  ------ 
 

The total number of Columbus Shares in issue at the Scheme Voting Record Time was 935,053,344 ordinary shares of 0.05p each and accordingly, the total voting rights in Columbus as at the Scheme Voting Record Time were 935,053,344.

Columbus General Meeting

Details of the votes cast by Columbus Shareholders on the special resolution to implement the Scheme and approve associated amendments to the Columbus Articles are as follows:

 
                        Votes for      %      Votes Against     %     Votes total   Total number 
                                                                                      of votes 
                                                                                      withheld* 
 Special Resolution    291,802,929   92.15%    24,873,245     7.85%   316,676,174    1,065,720 
                      ------------  -------  --------------  ------  ------------  ------------- 
 

* A vote withheld is not a vote in law and was not counted in the calculation of the proportion of votes cast either "For" or "Against" the special resolution.

The outcome of today's Court Meeting and General Meeting means that Conditions 2.1(a) and 2.1(b) (as set out in Part III of the Scheme Document) have been satisfied. Completion of the Merger remains subject to the satisfaction or, if applicable, waiver of the other Conditions set out in Part III of the Scheme Document, the Court sanctioning the Scheme at the Court Hearing and the delivery of the Court Order to the Registrar of Companies.

The expected timetable of principal events for the implementation of the Scheme remains as set out on page 13 of the Scheme Document. If any of these dates and/or times change, a further announcement will be made.

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

Leo Koot, Executive Chairman of Columbus, commented:

"I would like to thank our shareholders for their support in passing the resolutions to approve and implement the merger with Bahamas Petroleum Company plc ("BPC"). After the similar approval last week by the shareholders of BPC, we will now focus on the remaining Conditions to be satisfied prior to the Court Hearing (planned for 5 August 2020) to sanction the merger. We will update our shareholders as soon as we have any further information in this regard."

Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Document.

This announcement is inside information for the purposes of Article 7 of Regulation 596/2014.

Contact Information

 
 Columbus Energy Resources plc 
  Leo Koot / Gordon Stein / Tony Hawkins          [phone] 
 VSA Capital Limited 
  Rule 3 Advisor, Financial Adviser and Broker 
  Andrew Monk / Andrew Raca / Maciek Szymanski    [phone] 
 Beaumont Cornish Limited 
  Nominated Adviser 
  Roland Cornish / Rosalind Hill Abrahams         [phone] 
 

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 [e-mail] or visit www.rns.com.

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July 27, 2020 06:01 ET (10:01 GMT)