TIDMBEH
RNS Number : 6273W
Bayfield Energy Holdings PLC
29 January 2013
29 January 2013
Bayfield Energy Holdings plc
(the "Company" or "Bayfield"; AIM:BEH)
Directors Dealings and TVR
The Company announces that it has today issued 8 new ordinary
shares of US$0.10 each to Finian O'Sullivan, a director of the
Company at a price of 12 pence per share and an aggregate
subscription price of 96 pence.
The Company proposes to take such action so that its issued
share capital as at the date the proposed 1 for 10 share capital
consolidation announced yesterday, 28 January 2013, is effected
will be 216,479,450 ordinary shares of US$0.10 each, thereby
ensuring that no fraction of a share arises in respect of the
aggregate share capital of the Company upon consolidation.
Application has been made for admission of the new ordinary
shares to trading on AIM which is expected to occur on or around 4
February 2013.
Following this issue of new ordinary shares, Mr O'Sullivan is
interested in 36,261,673 ordinary shares and the Company's issued
share capital, and the total number of voting rights, is
216,479,450 ordinary shares of US$0.10 each, none of which are held
in treasury.
For the avoidance of doubt, the ordinary share numbers in this
announcement do not reflect the effects of the proposed 1 for 10
share consolidation.
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
David Porter/Rick Thompson
Richard Redmayne/David Banks
M:Communications (PR Adviser to Bayfield) Tel: +44 (0) 20 7920
Patrick d'Ancona 2347/43
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 / Graham Hertrich 8000
Lee Morton / Luca Erpici
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, is being made pursuant
to the Admission Document. 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 International Limited ("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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