TIDMBEH
RNS Number : 0154V
Bayfield Energy Holdings PLC
08 January 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
This announcement is not an admission document. This
announcement does not constitute or form part of, and should not be
construed as, any offer or invitation to sell or issue, or any
solicitation of any offer to purchase or subscribe for, any shares
in the Company or securities in any other entity nor shall it, or
any part of it, or the fact of its distribution, form the basis of,
or be relied on in connection with, any contract or investment
decision in relation thereto. This announcement does not constitute
a recommendation regarding any securities.
Any investment decision must be made exclusively on the basis of
the final admission document to be published by the Company and any
supplement thereto (the "Admission Document"). A copy of the
Admission Document will be available on the Company's website
following publication of the Admission Document.
Bayfield Energy Holdings plc
(the "Company" or "Bayfield"; AIM:BEH)
Proposed re-admission to trading on AIM as Trinity Exploration
& Production plc
8 January 2013
Bayfield Energy Holdings plc today announces that, in connection
with completion of the proposed merger with Trinity Exploration
& Production Limited (the "Merger"), it is seeking to raise
gross proceeds of US$50 million through the issue of new ordinary
shares to accelerate its development programme and for general
corporate purposes and up to a further US$40 million to fund a
material and high value infrastructure-led exploration programme
(the "Placing").
Following completion of the Merger and the Placing, which is
expected to occur in mid-February 2013, the Company will be renamed
Trinity Exploration & Production plc ("Trinity plc").
Highlights
-- Following completion of the Merger, Trinity plc will be the
largest independent E&P company focussed on Trinidad &
Tobago with a diverse portfolio of onshore, West and East coast
production, significant near-term production growth opportunities
from low risk developments and multiple exploration prospects with
the potential to deliver meaningful reserves/resources upside
-- Trinity plc will have 2P Reserves of 31 MMbbl (net) (100 per
cent. oil) with a NPV10 of US$268 million and 2C Contingent
Resources of 38 MMboe (net) (89 per cent. oil)
-- Trinity plc's current production (on a 'post-Merger' basis)
is approximately 3,965 bbl/d (net) (100 per cent. oil) and an
active development drilling campaign is expected to grow this to
5,000 bbl/d (net) by the end of 2013. Trinity plc's assets have
further development potential to deliver production beyond 10,000
bbl/d (net) in the medium term, excluding any exploration
upside
-- Trinity plc will be led by Bruce Dingwall CBE as Executive
Chairman and Joel "Monty" Pemberton as CEO and the management team
will be based in San Fernando, Trinidad. They will be supported by
a Board that has an exceptional track record of building businesses
of scale and creating value for investors in the E&P sector
-- Initial focus will be on Trinidad, which is a prolific
hydrocarbon province that has been under-exploited and offers
significant growth opportunities
-- Trinity plc plans to pursue an active exploration programme
with six offshore wells targeting unrisked best estimate
Prospective Resources of 46 MMboe (net) in 2013 and 2014. The
prospects proposed to be drilled are located close to Trinity plc's
operated infrastructure, allowing for rapid commercialisation upon
success
-- Trinity plc will also seek to grow its portfolio through
mergers and acquisition opportunities and new licensing rounds
-- The net proceeds of the Placing will be used to accelerate
the delivery of the significant upside that exists in the combined
portfolio
Commenting on today's announcement, Monty Pemberton, Chief
Executive of Trinity Exploration & Production Limited and the
proposed Chief Executive of Trinity plc, said:
"Trinity plc will be the largest independent E&P company
focussed on Trinidad, a prolific hydrocarbon province that has been
under-exploited and offers significant potential. The Merger
creates a business of scale that is expected to deliver strong
production and reserves growth and will be ideally positioned to
capitalise on future opportunities in Trinidad."
Bruce Dingwall, Chairman of Trinity Exploration & Production
Limited and the proposed Chairman of Trinity plc, said:
"We believe Trinity plc will have a differentiated investment
proposition with an asset portfolio that includes substantial
reserves and production, generates strong cash flows and has
material near-term exploration upside. Trinity plc will be led by a
management team and Board with a proven track record of building
successful E&P companies and delivering shareholder value.
Admission to the AIM market will enable us to secure greater access
to capital to fund the company's growth."
Enquiries
Bayfield Tel: +44 (0) 20 7920
Hywel John, Chief Executive Officer 2347
FirstEnergy Capital LLP (Financial Adviser Tel: +44 (0) 20 7488
& Joint Broker 0200
to Bayfield)
Hugh Sanderson
David van Erp
Seymour Pierce (NOMAD & Joint Broker Tel: +44 (0)20 7107
to Bayfield) 8000
Jonathan Wright/David Porter
Richard Redmayne/David Banks
M:Communications (PR Adviser to Bayfield) Tel: +44 (0) 20 7920
Patrick d'Ancona 2347
Ann-marie Wilkinson
Trinity Exploration & Production Tel: +44 (0)20 7404
Monty Pemberton, Chief Executive Officer 5959
Robert Gair, Corporate Development Manager
RBC Capital Markets (Financial Adviser Tel: +44 (0) 20 7653
to Trinity & Joint Bookrunner to the 4000
Placing)
Tim Chapman
Matthew Coakes
Jefferies (Joint Bookrunner to the Placing) Tel: +44 (0) 20 7029
Chris Zeal 8000
Lee Morton
Brunswick Group LLP (PR Adviser to Trinity) Tel: +44 (0) 20 7404
Patrick Handley 5959
Arif Shah
This announcement does not constitute an offer to sell or the
solicitation of an offer to buy shares in the Company ("Shares") in
any jurisdiction. Any such offer, if made, will be made pursuant to
the Admission Document proposed to be published in due course. In
particular, this announcement is not for distribution in or into
the United States, Canada, Australia or Japan or to any national
resident or citizen of the United States, Canada, Australia or
Japan. The distribution of this announcement in other jurisdictions
including (without limitation) the United States, Canada, Australia
and Japan (or to any resident thereof) may be restricted by law and
therefore persons into whose possession this announcement comes
should inform themselves of and observe any such restrictions. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
The Shares have not been nor will be registered under the United
States Securities Act of 1933, as amended (the "US Securities
Act"), or under the securities legislation of any state of the
United States of America, nor under the relevant securities laws of
Canada, Republic of South Africa, Australia or Japan, and may not
be offered or sold in the United States of America except pursuant
to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in
compliance with any applicable state securities laws. There will be
no offering of Shares in or into the United States of America,
Canada, Republic of South Africa, Australia or Japan or in any
country, territory or possession where to do so may contravene
local securities laws or regulations. This document (or any part of
it) is not to be reproduced, distributed, passed on, or the
contents otherwise divulged, directly or indirectly, in or into the
United States of America, Canada, Republic of South Africa,
Australia or Japan, or in any country, territory or possession
where to do so may contravene local securities laws or
regulations.
Seymour Pierce and FirstEnergy (the "Banks"), each of which are
authorised and regulated in the United Kingdom by the Financial
Services Authority, are acting for the Company in connection with
the proposals set out in this announcement (the "Proposals") and
will not be acting for any other person or otherwise be responsible
to any person for providing the protections afforded to customers
of the Banks or for advising any other person in respect of the
Proposals. The Banks have not authorised the contents of any part
of this announcement and neither accepts liability for the accuracy
of any information or opinions contained in this announcement nor
for the omission of any material information from this announcement
for which the Company is responsible. No representation or
warranty, express or implied, is made by the Banks as to any of the
contents of this announcement (without limiting the statutory
rights of any person to whom this announcement is issued).
RBC, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting as financial adviser to
Trinity Exploration & Production Limited ("Trinity") in
connection with the Proposals and joint bookrunner to the Company
in connection with the Placing and will not be acting for any other
person or otherwise be responsible to any person for providing the
protections afforded to customers of RBC or for advising any other
person in respect of the Proposals. RBC has not authorised the
contents of any part of this announcement and neither accepts
liability for the accuracy of any information or opinions contained
in this announcement nor for the omission of any material
information from this document for which the Company is
responsible. No representation or warranty, express or implied, is
made by RBC as to any of the contents of this announcement (without
limiting the statutory rights of any person to whom this
announcement is issued).
Jefferies, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as joint
bookrunner to the Company in connection with the Placing and will
not be acting for any other person or otherwise be responsible to
any person for providing the protections afforded to customers of
Jefferies or for advising any other person in respect of the
Proposals. Jefferies has not authorised the contents of any part of
this announcement and neither accepts liability for the accuracy of
any information or opinions contained in this document nor for the
omission of any material information from this document for which
the Company is responsible. No representation or warranty, express
or implied, is made by Jefferies as to any of the contents of this
announcement (without limiting the statutory rights of any person
to whom this announcement is issued).
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"anticipates", "expects", "intends", "may", "will" or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements relate to matters
that are not historical facts.
By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future
performance. The Company's actual investment performance, results
of operations, financial condition, liquidity, dividend policy and
the development of its financing strategies may differ materially
from the impression created by the forward-looking statements
contained in this announcement. In addition, even if the investment
performance, result of operations, financial condition, liquidity
and dividend policy of the Company and development of its financing
strategies, are consistent with the forward-looking statements
contained in this announcement, those results or developments may
not be indicative of results or developments in subsequent
periods.
These forward-looking statements speak only as at the date of
this announcement. Subject to its legal and regulatory obligations
(including under the AIM Rules), the Company expressly disclaims
any obligations to update or revise any forward-looking statement
contained herein to reflect any change in expectations with regard
thereto or any change in events, conditions or circumstances on
which any statement is based.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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