RNS Number : 9355A
Falkland Gold and Minerals Ltd
08 August 2008
Date: 8 August 2008
On behalf of: Falkland Gold and Minerals Limited ("FGML")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Falkland Gold and Minerals Limited
Acquisition of BPC Limited
Admission of the Enlarged Share Capital to trading on AIM
Change of name to BPC Limited
Notice of Extraordinary General Meeting
The Board of Falkland Gold and Minerals Limited (AIM: FGML) is pleased to announce the proposed acquisition of BPC Limited, an oil and
gas exploration company with exploration licences offshore the Bahamas, by way of a recommended share offer. This transaction will involve
a fundamental change in the business of FGML and will be classified as a "reverse takeover" under the AIM rules. The objective of the
Enlarged Group will be to discover and subsequently exploit hydrocarbons.
FGML
* In January 2008, FGML confirmed that it had not been able to identify any mineral deposits of economic interest in the Falkland
Islands and that it had completed its exploration activities and no further work would be carried out in that location.
* Since it became apparent that the Company might not be able to justify further work in the Falklands, a number of mineral and other
exploration projects have been considered. Initially, the intention was to utilise the Company's expertise and equipment in minerals
exploration. However, in the opinion of the Board none of these opportunities offered sufficient upside potential to Shareholders to justify
the inherent risks. Accordingly, the Company's exploration personnel were released, the drilling and exploration equipment was prepared for
sale and the Board considered other opportunities. In these circumstances the Board was receptive to the approach from BPC, an established
oil exploration company, with experienced management.
* At 30 June 2008 FGML had net assets of approximately �3.6 million, based upon the unaudited management accounts, almost wholly in the
form of bank deposits.
BPC Limited
* BPC was incorporated in Jersey on 9 August 2007 as a holding company for the BPC Group which invests in an offshore oil exploration
programme covering approximately 15,676 km2 (3.874 million acres) in the territorial waters and maritime Exclusive Economic Zone of the
Bahamas.
* Based on the BPC Group's own interpretation of the pre-existing seismic data, 22 leads have been identified as being potentially
capable of trapping hydrocarbons and selected for further investigation.
* BPC believes that each of the 22 leads are of sufficient size that they could contain commercially exploitable volumes of
hydrocarbons, provided source rocks exist and there are suitable reservoirs and seals to hold the oil and gas, and oil and/or gas has
migrated to the lead.
* In order to investigate, delineate and rank these leads, BPC intends to seek industry partners to fund all or part of this exploration
and evaluation work, including the conduct of a variety of exploration evaluation studies, further seismic surveys and drilling programmes.
* The aim is to commence drilling in 2012 subject to appropriate financing and/or joint venture agreements, satisfactory exploration and
evaluation results and rig availability.
* Applications have been made for five additional offshore Bahamas exploration licences, and, if successful, BPC intends to seek
additional funding.
* The nil rate of corporate tax and the system of royalties applicable to exploration licences in the Bahamas currently is favourable to
oil and gas exploration and production.
Details of the Transaction
* The Offer is being made on the basis of 6 FGML Consideration Shares for each BPC Ordinary Share.
* The consideration payable by the Company under the terms of the Acquisition will be satisfied in full by the issue, credited as fully
paid, of 711,389,838 Consideration Shares (assuming all BPC Shareholders accept the Offer) which will represent approximately 90 per cent.
of the Enlarged Share Capital.
* Irrevocable undertakings to vote in favour of the Acquisition have been received from FGML shareholders representing 81.48% of the
Existing Share Capital.
* Irrevocable undertakings to accept the Offer have been received from BPC shareholders representing 80.63% of the BPC shares in issue.
* Implementation of the Offer requires Shareholder approval to be sought by the passing of the Resolution, which will be proposed as a
special resolution at the EGM.
* If the resolutions are approved by Shareholders at the EGM, on Admission of the Enlarged Group to trading on AIM, anticipated to occur
on 2 September 2008:
* the Acquisition will complete and the Directors will resign as directors;
* the Proposed Directors will join the Board with effect from Admission;
* the Company will change its name to "BPC Limited"; and
* Ambrian will be appointed as the nominated adviser to the Company and Fox-Davies Capital will be appointed as broker.
* Following Admission, the Company intends to change its accounting reference date to 31 December to conform with that of BPC.
* Following Admission there will be 789,639,838 Shares in issue. The Proposed Directors intend to convene a general meeting of
Shareholders at which a resolution will be submitted to Shareholders to consolidate the share capital into a smaller number of shares.
Current Trading and Prospects
On 16 November 2007, the Company announced that it might be winding down its Falkland Islands operations and seeking other
opportunities. It was further announced in January 2008 that the Company had not been able to identify any mineral deposits of economic
interest in the Falkland Islands and that it had completed its exploration activities and no further work would be carried out in the
Falkland Islands. Since it became apparent that the Company might not be able to justify further work in the Falklands a number of mineral
and other exploration projects have been considered. Initially, the intention was to utilise the Company's expertise and equipment in
minerals exploration. However, in the opinion of the Board none of these opportunities offered sufficient upside potential to Shareholders
to justify the inherent risks. Accordingly, the Company's exploration personnel were released, the drilling and exploration equipment was
prepared for sale and the Board considered other opportunities. In these circumstances the Board was receptive to the approach from BPC, an established oil exploration company, with experienced management.
Since acquiring the Licences, BPC has focused on data collation and assessment and has commissioned independent geological, geophysical,
petrophysical and geochemistry studies in order to establish a working petroleum system mapping an initial portfolio of 22 leads, ranging
from 4,000 to 96,000 acres of closure in structural, stratigraphic and/or combination traps. The objective of the assessment of the existing
acreage position is to identify drillable prospects, but it is also being used to evaluate and identify potential new licences.
BPC has recently negotiated the extension of the Licence terms from three to five years, enabling the drilling obligations to be
deferred for two years. BPC has also made applications for a further five licences.
The Enlarged Group will need to raise additional funds to undertake work in accordance with its exploration strategy. However, the
Proposed Directors believe that the Enlarged Group is well placed to introduce industry partners to participate in further exploration and
drilling operations on the existing licenced Bahamas acreage.
Proposed Directors of Enlarged Group, post Admission
Alan Robert Burns (Proposed Chairman and Chief Executive Officer, aged 67)
Alan Burns has been actively involved at senior levels in the oil and mining industries for over 35 years. In this period, Alan has been
a Chairman, Managing Director and founder of companies that have participated in the exploration and development of on and offshore oil and
gas fields internationally.
Alan was also the founder of Hardman Resources Ltd of Australia, retiring as Chairman in 2006 prior to its acquisition in 2007 by Tullow
Oil Plc, for approximately �650m. Hardman was responsible for the first commercial oil discoveries in the countries of both Mauritania and
Uganda. Alan has also been the founder of other international oil companies and retained substantial private oil interests, and is a founder
of the BPC Group.
Dr Paul Daniel Crevello (Proposed Chief Operating Officer, aged 56)
Dr Paul Crevello has thirty years experience in US domestic and international oil and gas exploration in over 40 countries. He is a
graduate of the University of Miami and Colorado School of Mines. Paul joined Marathon Oil Company in 1978, where he directed worldwide
carbonate geologic exploration research. In 1997, Paul founded Petrex Asia and developed it into a leading geologic exploration consulting
firm in SE Asia, with exploration interests extending to the Gulf of Mexico, Italy and North Africa.
Timothy Stephen Jones (Proposed Non-Executive Director, aged 59)
Timothy Jones qualified as a Chartered Accountant with Price Waterhouse in 1974 where his clients included a major UK offshore oil and
gas operator. In 1983, he joined Trident Television Plc before founding his own accountancy and consultancy practice in 1990. He now has
clients in a range of business sectors, he is Chairman of AIM listed Carnegie Minerals plc and is a director of Falkland Oil and Gas
Limited.
Mark Stuart Savage (Proposed Non-Executive Director, aged 50)
Mark Savage has a business degree from the University of Colorado and was senior executive for a US bank before he joined an Australian
based merchant bank. Mark has experience in debt and equity markets as well as in the corporate advisory area. He has held directorships
with a number of other public companies.
Michael Joseph Proffitt (Proposed Non-Executive Director, aged 57)
Michael Proffitt is a Chartered Accountant and the former Chairman of Barclays Private Clients International and has substantial energy
related experience. Michael is well known in the Bahamian business world having been instrumental in a number of major successful tourism
and hotel developments in the Bahamas and throughout the Caribbean.
Robert Anthony Carroll (Proposed Non-Executive Director, aged 64)
Robert Carroll is a graduate in economics from the University of Sydney and a fellow of CPA Australia with over 35 years experience in
the resources industry, including 21 years in a number of senior finance executive positions with Woodside Petroleum Ltd where he was Chief
Financial Officer from January 1997 until he retired in mid 2002. Robert has substantial experience in the financing of significant oil and
gas development projects in Australia and overseas. He is a former director of ASX listed companies Oil Search Ltd, Sydney Gas Ltd, Goldstar
Resources NL and succeeded Alan Burns as Chairman of Hardman Resources in July 2006.
Further information on the Proposed Directors as required by the AIM Rules is set out in the Appendix.
Lock-In Arrangements
Following Admission, the Proposed Directors will be interested, in aggregate, in 167,612,512 Shares, representing approximately 21.226
per cent. of the Enlarged Share Capital of the Company.
Each Proposed Director has undertaken to the Company, Ambrian and Fox-Davies, for themselves and their connected persons, save in
certain limited circumstances, not to dispose of any of their Shares for a period of twelve months after Admission. There are additional
orderly market provisions in respect of the following six months after the first anniversary of Admission.
RAB has entered into an orderly market agreement pursuant to which (i) it has undertaken to the Company, Ambrian and Fox-Davies that
(except in certain limited circumstances, including acceptance of a takeover offer for the share capital of the Company) it will not dispose
of 201,544,698 Shares which it will hold at Admission (representing approximately 25.5 per cent. of the Enlarged Share Capital) for a period
of twelve months following Admission, and (ii) it has further undertaken in relation to the balance of 236,891,952 Shares it will hold
(representing approximately 30.0 per cent. of the Enlarged Share Capital), that for the twelve months following Admission RAB will only
dispose of these Shares with the prior written consent of Ambrian.
The number of Shares in issue at Admission which will be subject to such restrictions is 606,049,162, representing approximately 76.75
per cent. of the Enlarged Share Capital.
Related Party Transaction
The Acquisition is a related party transaction under the AIM Rules for Companies, as RAB holds approximately 79 per cent. of the issued
Shares in the Company and also holds approximately 53 per cent. of the issued Share Capital of BPC. In addition David Hudd, a director of
the Company holds approximately 0.3 per cent. of the share capital of BPC. With the exception of David Hudd, the Directors consider, having
consulted with W H Ireland, that the terms of the Acquisition are fair and reasonable in so far as the Company's Shareholders are
concerned.
Recommendation
The Directors also consider the Proposals to be fair and reasonable and in the best interests of the Company and its Shareholders as a
whole and therefore recommend the Shareholders to vote in favour of the Resolution to be proposed at the EGM, as they and RAB have
irrevocably undertaken to do so in respect of their shareholdings, amounting in aggregate to 1,150,000 Ordinary Shares representing 1.47 per
cent. of the issued Shares. David Hudd has 357,000 shares in BPC and accordingly abstains from the recommendation. He has irrevocably
undertaken to accept the Offer in respect of these BPC Shares.
The Extraordinary General Meeting
Implementation of the Offer requires Shareholder approval to be sought by the passing of the Resolution, which will be proposed as a
special resolution, at the EGM. The EGM will be held at 12 noon on 1 September 2008. Further details of the special resolution to be put to
Shareholders at the meeting are contained in the Admission Document posted to Shareholders on 8 August 2008. Copies of the Admission
Document are available for collection only, free of charge, from the offices of Ambrian, Old Change House 128 Queen Victoria Street, London
EC4V 4BJ during normal office hours on any weekday (Saturdays and public holidays excepted) for a period of not less than one month from the
date of this announcement. Copies will also be available to download from www.fgml.co.uk.
Further Information
Potential investors should read the whole of the Admission Document which provides additional information on the Company, BPC and the
Proposals and should not rely on summaries included in this announcement. Investors attention is drawn, in particular, to the Risk Factors
set out in Part IV of the Admission Document, the Competent Persons Report set out in Part V of the Admission Document and the Additional
Information set out in Part X of the Admission Document.
Commenting on the proposed acquisition, Richard Linnell, Chairman of FGML, said:
"We believe that BPC offers exciting potential to our shareholders, with licences covering 15,676 km2 offshore the Bahamas. The work
carried out to date has identified 22 leads and the application of modern techniques will further aid their definition. BPC has an
experienced management team who intend to seek industry partners who would fund all or part of their exploration and evaluation work."
Enquiries:
FGML 07771 893 2367
David Hudd, Deputy Chairman
W H Ireland - Nominated Adviser until Admission 020 7220 1666
James Joyce
Ambrian Partners - Nominated Adviser following Admission 020 7634 4707
Tim Goodman/Samantha Harrison
Redleaf Communications 020 7822 0200
Samantha Robbins / Rebecca Sanders-Hewett
This announcement does not constitute a prospectus or prospectus equivalent document.
This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to
purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition will be made solely pursuant to the terms of the admission document, Offer Document and Form of Acceptance, which
contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in
respect of, or other response to, the Acquisition should only be made on the basis of the information contained in the admission document,
Offer Document and Form of Acceptance.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law
and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and
observe, any applicable requirements. Any failure to comply with such laws may constitute a violation of the securities laws of any such
jurisdiction.
W H Ireland Limited which is authorised and regulated by the Financial Services Authority and is a member of the London Stock Exchange
plc, is acting as nominated adviser and broker for the Company until Admission. W.H. Ireland is not acting for and will not be responsible
to any other person other than the Company for providing the protections afforded to customers of W H Ireland or for advising any other
person on the contents of this document or any transaction or arrangement referred to in this announcement.
W H Ireland's responsibilities as the nominated adviser to the Company are solely owed to the London Stock Exchange and are owed neither
to the Company nor to any director nor shareholders nor to any other subsequent purchaser of Ordinary Shares and accordingly no duty of care
is accepted in relation to them. No representation or warranty, express or implied, is made by W H Ireland as to any of the contents of this
announcement for which the Directors and the Company are solely responsible. W H Ireland has not approved the contents of, or any part of,
this announcement and (without limiting the statutory rights of any person to whom this document is issued) no liability whatsoever is
accepted by W H Ireland for the accuracy of any information or opinions contained in this announcement or for the omission of any material
information, for which the Company and its directors are solely responsible. W H Ireland expresses no opinion on the suitability of the
Company for Admission.
Ambrian Partners Limited (Ambrian) is regulated in the United Kingdom by the Financial Services Authority and is a member of
the London Stock Exchange, and will act as Nominated Adviser to the Company following Admission. Ambrian's responsibilities
as the Company's Nominated Adviser under the AIM Rules following Admission will be owed solely to the London Stock Exchange
and are not owed to the Company or to any Director or to any other person in respect of his decision to acquire Ordinary Shares in
the Company in reliance on any part of this document (without limiting the statutory rights of any person to whom this document
is issued). Ambrian is not acting for and will not be responsible to any persons, other than the Company, for providing the protections
afforded to customers of them or for advising any other person on the contents of this document or any transaction or arrangement referred
to in this document, the application for Admission or other arrangements described in this document. No representation or warranty, express
or implied, is made by Ambrian as to any of the contents of this document (without limiting the statutory rights of any person to whom this
document is issued). Ambrian has not authorised this document or any part of this document for the purposes of FSMA and the Prospectus
Rules. No liability is accepted by Ambrian for the accuracy of any information or opinions contained in this document or for the omission of
any material information from, this document, for which the Company and its directors are solely responsible (without limiting the statutory
rights of any person to whom this document is issued).
Neither the content of any website of FGML or BPC (or any other website) nor the content of any website accessible form hyperlinks on
any such website (or any other website) is incorporated into, or forms part of, this announcement.
Forward-Looking Statements
This announcement contains certain forward-looking statements regarding future business. These forward-looking statements can be
identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should",
"would", "could", or other words of similar meaning. These statements are based on management's current views and assumptions in light of
its experience and perception of historical trends, current conditions, future developments and other factors it believes appropriate. By
their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will
occur in the future and the forward-looking statements in this document could cause actual results and developments to differ materially
from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given
that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking
statements which speak only as at the date of this document. BPC, FGML and their respective directors do not assume any obligation to update
or correct the information contained in this document (whether as a result of new information, future events or otherwise), except as
required by applicable law. There are several factors which could cause actual results to differ materially from those expressed or implied
in forward looking statements. Among the factors that could cause actual results to differ materially from those described in the forward
looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and
interest rates, changes in tax rates and future business combinations or dispositions.
Appendix
The following information on the Proposed Directors is given in accordance with the AIM Rules. Other than the information contained in
this announcement, there are no other details to be disclosed in accordance with paragraph (g) of Schedule Two of the AIM Rules.
The directorships and partnerships held by each of the Proposed Directors over the five years preceding the date of this announcement
other than in the Company or its subsidiaries are as follows:
Alan Burns Carnegie Corporation Technical & Adminstrative
Ltd Services
CMA Nominees Pty Ltd Burns Property Developments Pty
Ltd
Renewable Energy Burns Tyres Pty Ltd
Holdings Plc
Crocodile Carnegie Minerals Plc
Corporation Ltd
Crocodile Technology Carnegie Services Australia Pty
plc Ltd
Crocodile Tyre Sales Coast Resources Ltd
Pty Ltd
Mainrose Holdings Dampier Oil Ltd
Pty Ltd
New Millenium Global Petroleum Limited
Engineering Pty Ltd
Seapower Pacific Pty Hardman Mauritania Finance Pty
Ltd Ltd
Statelink Holdings Hardman Chinguetti Production
Pty Ltd Pty Ltd
Trout Nominees Pty Hardman Oil & Gas Pty Ltd
Ltd
Arb Pty Ltd Hardman Petroleum (Mauritania)
Pty Ltd
BPC Perth Pty Ltd Hardman Petroleum Tanzania Pty
Ltd
BPC Limited Hardman Petroleum (Uganda) Pty
(incorporated in Ltd
Jersey)
BPC Limited Hardman Petroleum (West Africa)
(incorporated in Pty Ltd
Bahamas)
Island Offshore Hardman Petroleum Africa Pty
Petroleum Limited Ltd
Bahamas Offshore Hardman Resources Pty Ltd
Petroleum Limited
Burns Family Lakeridge Holdings Pty Ltd
Investments WA Pty
Ltd
CETO Project Pty Ltd Northling Pty Ltd
Cladium Mining Pty Pecan Holdings Pty Ltd
Ltd
Emphazise Pty Ltd Proportion Holdings Pty Ltd
Lempika Pty Ltd Luxury Petroleum Pty Ltd
First West Pulkhana Petroleum Pty Ltd
Corporation
Flamestar Seapower Pty Ltd
Corporation Pty Ltd
AB Offshore Pty Ltd Sirwan Petroleum Pty Ltd
AB Onshore Pty Ltd Tullow Uganda Operations Pty
Ltd
ABC Offshore Pty Ltd Skylane Pty Ltd
ABC Onshore Pty Ltd Planet Oil International Plc
Luxury Petroleum Pty Ltd
Westralian Gas and Power Ltd
Westralian Petroleum Ltd
Paul Crevello BPC Perth Pty Ltd PetrexAsia SDN BHD
BPC Limited
(incorporated in
Jersey)
BPC Limited
(incorporated in
Bahamas)
Island Offshore
Petroleum Limited
Bahamas Offshore
Petroleum Limited
PetrexAsia
Consulting LLC
Petroleum Geoscience
International LLC
Timothy Jones BPC Perth Pty Ltd Alaska Developments Limited
BPC Limited Alaska Property Group Limited
(incorporated in
Jersey)
BPC Limited Alaska Properties Limited
(incorporated in
Bahamas)
Island Offshore Alaska (Wrexham) Limited
Petroleum Limited
Bahamas Offshore Anchorage Offices Limited
Petroleum Limited
Carnegie Minerals Hayters Teamwork Ltd
Plc
Club 2000 Bingo Ltd New Generation Bingo Plc
Esher Management Reg Hayter Ltd
Services Limited
Falkland Oil and Gas Sports Broadcasting Company
Limited Limited
FOGL Finance Limited Supremo Estates Limited
Full House Bingo Ltd
Macevents Ltd
MacGregor & Company
(Event Management)
Limited
Next Generation
Bingo Ltd
Planet Sport
(Holdings) Limited
Point Bingo Limited
Point Leisure Ltd
Mark Savage BPC Perth Pty Ltd Atlantic Mines Pty Ltd
BPC Limited Castle Springs Ltd
(incorporated in
Jersey)
BPC Limited CAGL (Taldy Bulak) Pty Ltd
(incorporated in
Bahamas)
Island Offshore Dragonstock Pty Ltd
Petroleum Limited
Bahamas Offshore Monitor Energy Ltd
Petroleum Limited
Global Petroleum Puriri Pty Ltd
Limited
Tower Resources Plc Stirling Products Limited
CGA Mining Limited Timemac Pty Ltd
Montague Petroleum
Pty Ltd
Dampier Oil Ltd
Conex Oil
Exploration Pty Ltd
Swanview Investments
Pty Ltd
Global Mine
Management Pty Ltd
Mountainside
Investments Pty ltd
Bayview Investments
LLC
BPSP Limited
Michael Proffitt BPC Perth Pty Ltd Carnegie Minerals Plc
BPC Limited Skywards Telecommunications
(incorporated in Limited
Jersey)
BPC Limited
(incorporated in
Bahamas)
Island Offshore
Petroleum Limited
Bahamas Offshore
Petroleum Limited
Renewable Energy
Holdings Plc
Manx Electricity
Authority
GWYNT CYMRU Limited
Gumbo Investments
Limited
REH Landfill Gas
(Wales) Limited
REH Verwaltung GmbH
REH Beteiligung GmbH
& CO KG
REH Global Limited
Windpark
Kesfeld-Heckhuscheid
GmbH
& CO KG
Robert Carroll BPC Limited Hardman Resources Ltd
(incorporated in
Jersey)
BPC Perth Pty Ltd Sydney Gas Ltd
Cape Energy Group SA
Planet Oil Ltd
Planet Oil International Plc
Hardman Chinguetti Production
Pty Ltd
Goldstar Resources NL
Hardman Mauritania Finance Pty
Ltd
Hardman Oil and Gas Pty Ltd
Hardman Petroleum (Mauritania)
Pty Ltd
Hardman Petroleum (Uganda) Pty
Ltd
Hardman Petroleum (West Africa)
Pty Ltd
Hardman Petroleum Tanzania Pty
Ltd
Hardman Petroleum Africa Pty
Ltd
Banaville Limited, of which Mr Jones was a director, was dissolved on 17 August 1999 following the appointment of a liquidator on 8
March and creditors voluntary liquidation.
Millbridge Holdings Ltd, of which Mr Jones was appointed as a director on 10 December 1991, was dissolved on 9 February 1999 following
the appointment of an administrative receiver on 3 March 1995 and compulsory liquidation.
None of the Proposed Directors or any persons connected with them is in a partnership nor have they been partners in any partnerships in
the five years preceding the date of this Document.
None of the Proposed Directors has any unspent convictions relating to indictable offences, has been bankrupt or has made or been the
subject of any individual voluntary arrangement.
Save as disclosed above, none of the Proposed Directors has been a director of any company at the time of or within twelve months
preceding the date of its receivership, compulsory liquidation, creditors' voluntary liquidation, administration, company voluntary
arrangement or any composition or arrangement with its creditors generally or any class of its creditors.
None of the Proposed Directors has been a partner of any partnership at the time of or within twelve months preceding the date of its
compulsory liquidation, administration or partnership voluntary arrangement or the receivership of any assets of such partnership nor have
any of their assets been the subject of receivership.
There have been no public criticisms of any of the Proposed Directors by any statutory or regulatory authority (including recognised
professional bodies) and none of the Proposed Directors has ever been disqualified by a court from acting as a director of a company or from
acting in the management or conduct of the affairs of any company.
Directors' Shareholdings
The interests of the Directors and the Proposed Directors and their immediate families and of persons connected with the Directors or
the Proposed Directors within the meaning of section 252 of the 2006 Act in the share capital of the Company as at the date of this document
(which have where applicable been notified to the Company pursuant to section 198 of the 1948 Act, are required to be entered into the
register of Directors' interests maintained under section 195 of the 1948 Act or which could, with reasonable diligence, be ascertained by
the Directors) and as they are expected to be immediately following Admission and completion of the Issue are as follows:
Shares
No. of Existing Percentage of No. of Shares Percentage of
Shares Existing Share immediately Enlarged Issued
Capital following Admission Share Capital (1)
Director
Richard Linnell (2) 500,000 0.64 500,000 0.063
Mark Fresson 200,000 0.26 200,000 0.025
David Hudd 200,000 0.26 2,342,000 0.297
Peter Bojtos 200,000 0.26 200,000 0.025
Robert Weinberg 50,000 0.06 50,000 0.006
Proposed Director
Alan Burns (3) - - 44,820,000 5.676
Paul Crevello (4) - - 33,030,000 4.183
Timothy Jones 62,500 0.08 12,092,506 1.531
Mark Savage (5) - - 53,310,006 6.751
Robert Carroll - - 6,000,000 0.760
Michael Proffitt (6) - - 18,360,000 2.325
Notes:
(1) assuming full acceptance of the Offer
(2) these Shares are held by Terra Africa Investments Limited for the benefit of Richard Linnell
(3) these Shares will be held by Burns Family Investments WA Pty Ltd as trustee for the Burns Superannuation Fund for the benefit of
Alan Burns
(4) these Shares will be held by PetrexAsia Consulting LLC and Petroleum Geoscience International LLC for the benefit of
Paul Crevello
(5) 33,000,000 of these Shares will be held by Mark Savage through Bayview Investments LLC which is wholly owned by
Mark Savage. The remaining 20,310,006 shares will be held by Mark Savage directly
(6) these Shares will be held by Gumbo Investments Limited for the benefit of Michael Proffitt
The Shares comprising the Directors' and Proposed Directors' interests set out above will be held immediately following Admission,
directly and indirectly, by the Directors and Proposed Directors.
Proposed Directors Service Contracts
The following Proposed Directors have entered into service contracts or letters of appointment with the Company. All are date 8 August
2008, are conditional on Admission and are on the same terms as the relevant Proposed Director's service agreement with the BPC Group. All
agreements are terminable on three months' notice with the exception of those for Michael Proffitt and Timothy Jones which are terminable on
one month's notice. None of the Proposed Directors are entitled to fees other than those specified but all are entitled to all expenses
incurred in the course of their employment or appointment. All Proposed Directors are indemnified in relation to any liabilities arising as
a director of the Company (or as director of any other Company in the Enlarged Group).
Appointment of Alan Burns as an executive Chairman
Mr Burns is entitled to a basic salary at the rate of �100,000 per annum. Mr Burns will devote such time as he considers necessary to
the performance of his duties for the Company (and BPCB). For a period of one year following termination of his appointment, Mr Burns is
restricted from being involved in the business of petroleum exploration or exploitation within the Bahamas.
Appointment of Paul Crevello as Chief Operating Officer
Mr Crevello is entitled to a basic salary at the rate of US$350,000 per annum. Mr Crevello will devote the whole of his working time to
the performance of his duties for the Company (and BPCB). For a period of one year following termination of his appointment, Mr Crevello is
restricted from being involved in the business of petroleum exploration or exploitation within the Bahamas.
Appointment of Timothy Jones, Mark Savage, Michael Proffitt and Robert Carroll, each as non-executive director
Each is entitled to fees of �35,000 per annum. The time commitment required for each of them under their appointment is approximately 24
days per annum.
DEFINITIONS AND GLOSSARY
The following words and expressions taken from the Admission Document shall have the following meanings in this Announcement, unless the
context otherwise requires:
2006 Act the UK Companies Act 2006 (as amended)
Act or 1948 Act Companies Act 1948, as applicable to the Falkland Islands (as
amended)
Acquisition the proposed acquisition by the Company of BPC as described
in this document
Admission the admission of the Consideration Shares then in issue and
the re-admission of the Existing Ordinary Shares to trading
on AIM becoming effective in accordance with the AIM Rules
Admission Document the circular and Admission Document dated 8 August 2008 in
relation to the re-admission of the Existing Ordinary Shares
and the admission of the Consideration Shares to trading on
AIM following completion of the Offer
AIM the AIM Market of London Stock Exchange
AIM Rules the AIM Rules for Companies and the AIM Rules for Nominated
Advisers issued by the London Stock Exchange from time to
time
AIM Rules for Companies the rules for AIM companies issued by the London Stock
Exchange in relation to AIM traded securities
Ambrian Ambrian Partners Limited, the Company's nominated adviser
following Completion
Bahamas the Commonwealth of The Bahamas, a democratic independent
member of the Commonwealth
Board the board of Directors of the Company for the time being
BOPL Bahamas Offshore Petroleum Limited, a subsidiary of BPC
BPC or BPC Group BPC Limited, a company incorporated in Jersey with registered
company number 98391, and any/or of its subsidiaries as the
context may require
BPC Shares ordinary shares of US$0.01 each in the capital of BPC
BPC Shareholders holders of BPC Shares
BPCB BPC Limited, incorporated in the Bahamas with registered
company number 141648B
Company or FGML Falkland Gold and Minerals Limited, a company incorporated in
the Falkland Islands with registered company number 12840
Competent Person or Moyes & Co Moyes & Co. details of which are set out in the Competent
Person's Report in Part V of the Admission Document
Completion completion of the Proposals
Consideration Shares the 711,389,838 Shares proposed to be issued to BPC
Shareholders pursuant to the terms of the Acquisition
Depository Interests the depositary interests representing Shares issued through
Capita IRG Trustees Limited which hold legal title to the
underlying Shares
Directors or Existing the current directors of the Company, whose names are set out
Directors or Board on page 5 of the Admission Document and Director means any
of one them
Enlarged Group the Company and its subsidiary undertakings, following
Completion
Enlarged Group Board or the directors of the Company immediately following Admission
Proposed Directors or New whose names appear on page 5 of of the Admission Document
Board
Enlarged Share Capital the entire issued Share capital of the Company immediately
following Completion, comprising the Existing Ordinary Shares
and the Consideration Shares assuming full acceptance of the
Offer
Existing Ordinary Shares the 78,250,000 Shares in issue at the date of this document
Existing Ordinary Shareholder a holder of Existing Ordinary Shares
or Shareholder
Extraordinary General Meeting the extraordinary general meeting of the Company to be held
or EGM or Meeting at noon on 1 September 2008, notice of which is set out at
the end of the Admission Document
FSMA the United Kingdom Financial Services and Markets Act 2000,
as amended
IOPL Island Offshore Petroleum Limited, a subsidiary of BPC
lead a subsurface structural or stratigraphic feature with the
potential to have intrapped oil or natural gas, and which is
constrained by several seismic traverses
km kilometres
km2 square kilometres
Licences or Exploration the five exploration licences in each of which BPC has a 100
Licences per cent. indirect interest through BPCB and two wholly owned
subsidiaries, IOPL and BOPL
Licence Area the area covered by the relevant Licence
Licensees IOPL and BOPL
London Stock Exchange London Stock Exchange plc
m metres
Offer the offer by the Company to acquire from the BPC Shareholders
the entire issued share capital of BPC in exchange for the
Consideration Shares
Ordinary Shares or Shares ordinary shares of �0.002 each in the Company
Proposals the proposals put to the Shareholders and holders of
Depositary Interests of the Company set out in Part I -
Letter from the Chairman of the Company-of the Admission
Document
RAB RAB Special Situations (Master) Fund Limited, a shareholder
of the Company (through its nominee, Credit Suisse Client
Nominees (UK) Limited,
and a fund managed by RAB Capital PLC, a company traded on
AIM
Resolution the resolution to be put to the shareholders of the Company
and set out in the notice of the EGM on page 189 of the
Admission Document
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
WH Ireland WH Ireland Limited, the Company's nominated Adviser and
Broker until Admission.
A glossary of geological and petroleum industry technical terms is found on pages 60-62 of the CPR in Part V of the Admission Document.
THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. THE MATERIAL
SET FORTH HEREIN IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF SECURITIES FOR SALE
INTO THE UNITED STATES OR ANY OTHER JURISDICTION. THE SECURITIES OF THE COMPANY DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD WITHIN THE
UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND APPLICABLE STATE LAWS. THERE WILL BE NO PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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