TIDMCERP
RNS Number : 6988P
Columbus Energy Resources PLC
11 June 2020
11 June 2020
COLUMBUS ENERGY RESOURCES PLC
("Columbus" or the "Company")
Recommended all share merger with Bahamas Petroleum Company
plc
Columbus, the oil and gas producer and explorer focused on
onshore Trinidad and Suriname, is pleased to announce that it has
reached agreement on the terms of a recommended all-share merger
("Merger") with Bahamas Petroleum Company plc ("BPC")(AIM ticker:
BPC).
Highlights
-- For each Columbus share held by Columbus shareholders, they
will receive 0.803 BPC shares (the "Offer")
-- The Offer represents a value of approximately 2.67 pence per
Columbus share based upon the BPC closing price of 3.33 pence on 10
June 2020, being the latest practicable date prior to the date of
this announcement.
-- The Offer values the entire issued and to be issued share
capital of Columbus at approximately GBP25.1 million and
represents, as at 10 June 2020, being the latest practicable date
prior to this announcement:
o a premium of 11 per cent. to the Columbus closing price of
2.40 pence per share on 10 June;
o a premium of 25 per cent. to the one-month volume weighted
average price per Columbus share as at close of business on 10
June; and
o a premium of 36 per cent. to the two-month volume weighted
average price per Columbus share as at close of business on 10
June.
-- Subject to the assumptions set out in the Announcement,
Columbus shareholders and related parties will in aggregate hold
approximately 23.9 per cent. of the enlarged issued share capital
of BPC.
-- Mr Leo Koot (Executive Chairman of Columbus) will join the
Board of BPC as a Non-Executive Director.
Full details of the proposed Merger are set out in the RNS
announcement of the same date (the "Announcement").
Leo Koot, Executive Chairman of Columbus, commented:
"Today we start a new and exciting chapter for Columbus Energy
Resource PLC and its shareholders. Following a period of intense
due diligence and negotiation, we are delighted and pleased to have
received the firm intention from Bahamas Petroleum Company ("BPC")
to merge our two companies. The merger is ideal in terms of asset
overlap and will create a combined company that is stronger than
the sum of its two parts.
Columbus shareholders will gain access to the high impact
Perseverance 1 exploration well in The Bahamas, which we expect
will be drilled in Q4 2020/Q1 2021. If successful, Perseverance 1
will transform the company as it has a P50 prospective oil resource
of 770 million barrels, with an upside of 1,440 million barrels. It
is rare for a relatively small oil & gas company to have access
to a prospective resource of this size.
In return, BPC gain access to our existing production base in
Trinidad and our strong appraisal/development portfolio (namely in
the South West Peninsula in Trinidad and the Weg Naar Zee block in
Suriname). Importantly, BPC brings a strengthened balance sheet to
the combined group and I believe the combined entity will be able
to progress faster in unlocking the value of our appraisal and
development assets.
The combined group will create a larger, more diversified oil
& gas champion for the Caribbean and South America, with assets
that range across the full spectrum of oil and gas activities, from
exploration through appraisal and development to production.
The Board of Columbus is unanimous in its recommendation that
this merger is in the best interests of Columbus shareholders and
we hope you share our enthusiasm for the future for the combined
entity. The Columbus Board intends to recommend that Columbus
shareholders accept the proposed transaction. We look forward to
your support in the weeks ahead as we progress with the approvals
to complete the merger."
Expected timetable
The Company expects that a Circular, describing the Merger and
the steps required to implement the Merger, will be send to
shareholders in late June 2020, with the relevant shareholder
meetings held late July 2020 and implementation of the Merger
effective early August 2020. The detailed timetable is set out in
the Announcement.
Conditions to the Merger
Full conditions of the Merger are set out in the Announcement;
but it is noted that the Merger is conditional on (amongst other
things):
-- Columbus shareholders approving the Merger at a General
Meeting, including its implementation by way of Scheme of
Arrangement and associated changes the Company's Articles of
Association necessary to implement the Merger.
-- BPC shareholders approving, at an Extraordinary General
Meeting, the issuance of new ordinary shares to implement the
Merger.
-- Receiving Heritage Petroleum Company Limited's consent to the
change of control with respect to the applicable contracts for the
Goudron, Trinity Inniss and South Erin fields and the
non-imposition of a change of control payment (where
applicable).
-- Receiving no objection from Staatsolie's to the merger with
respect to the Weg Naar Zee block in Suriname.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
Contact Information
Columbus Energy Resources plc
Leo Koot / Tony Hawkins / Gordon Stein +44 (0)20 7203 2039
VSA Capital Limited (Rule 3 Adviser, Financial
Adviser and Broker to Columbus)
Andrew Raca / Maciek Szymanski / Pascal Wiese
(Corporate Finance) +44 (0) 20 3005
Andrew Monk (Corporate Broking) 5000
Beaumont Cornish Limited
Nominated Adviser
Roland Cornish / Rosalind Hill Abrahams +44 (0)20 7628 3396
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 rns@lseg.com or visit www.rns.com.
END
MSCFLFEIRRILLII
(END) Dow Jones Newswires
June 11, 2020 06:58 ET (10:58 GMT)
Columbus Energy Resources (LSE:CERP)
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Columbus Energy Resources (LSE:CERP)
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