AIM Sch 1 update - Bayfield Energy Holdings Plc (7850W)
31 Enero 2013 - 2:23AM
UK Regulatory
TIDMBEH
RNS Number : 7850W
AIM
31 January 2013
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION
IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM
RULES")
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COMPANY NAME:
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Bayfield Energy Holdings plc (to be renamed Trinity Exploration
& Production plc prior to Admission) ("Bayfield" or the "Company")
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES) :
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Fourth Floor
Burdett House
15-16 Buckingham Street
London
WC2N 6DU
United Kingdom
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COUNTRY OF INCORPORATION:
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England and Wales
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
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www.bayfieldenergy.com until Admission, www.trinityexploration.com
thereafter
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COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE
TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
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Bayfield is the parent company of an independent oil and gas
exploration and production group, which was established in
order to develop a portfolio of interests providing current
production, near-term development, appraisal and exploration
opportunities. The group was established in 2008 by former
executives of Burren Energy who left that company following
its acquisition by Eni. Bayfield's ordinary share capital was
admitted to trading on AIM in July 2011.
On 15 October 2012, Bayfield Energy Holdings plc announced
that it had reached agreement on the terms of a conditional
merger (the "Merger") with Trinity Exploration & Production
Limited ("Trinity"). Bayfield has conditionally agreed to acquire
100 per cent. of Trinity's issued and to be issued share capital.
Bayfield, following the Merger (the "Enlarged Group"), will
be the leading Trinidad focused independent exploration & production
with a diversified portfolio with 11 operated fields including
assets onshore and offshore both the East and West coasts of
Trinidad. In addition, the Enlarged Group will hold an exploration
licence over the Pletmos Inshore Block in South Africa.
The Enlarged Group is currently producing approximately 3,965
barrels of oil per day and as at 30 June 2012 had proved and
probable reserves of 31 million barrels of oil (net) and contingent
resources of 38 million barrels of oil equivalent (net) based
on the directors of Bayfield's calculation of gas in terms
of barrels of oil equivalent.
The Enlarged Group will be led by Bruce Dingwall CBE as Executive
Chairman and Joel "Monty" Pemberton as Chief Executive Officer
(currently Executive Chairman and Chief Executive Officer of
Trinity respectively) and will be headquartered in San Fernando,
Trinidad.
The Company has conditionally raised gross proceeds, by way
of a private placing, of approximately US$90 million. The Enlarged
Group intends to use the proceeds to accelerate the Enlarged
Group's development programme, to fund a material and high
value infrastructure-led exploration programme and for general
corporate purposes and thereby accelerate delivery of what
the current and proposed directors of Bayfield believe to be
significant upside that exists in the combined portfolio.
The Merger constitutes a reverse takeover under the AIM Rules
and is therefore conditional, inter alia, on the approval of
Bayfield shareholders at a General Meeting to be held on 13
February 2013. At the General Meeting, approval will also be
sought, inter alia, for a one for ten share consolidation.
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DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS
AS TO TRANSFER OF THE SECURITIES (i.e. where known, number
and type of shares, nominal value and issue price to which
it seeks admission and the number and type to be held as treasury
shares):
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94,799,986 ordinary shares of US$1.00 each, following a proposed
consolidation of the existing issued ordinary shares of US$0.10
each on a one for ten basis
Placing Price 120 pence per share (Placing Price reflects the
one for ten share consolidation)
No restrictions to the transfer of securities
No treasury shares
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CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED
MARKET CAPITALISATION ON ADMISSION:
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Gross placing proceeds of approximately US$90 million
Market capitalisation of the Company at the Placing Price on
Admission of approximately GBP114 million
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
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30.97%
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DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH
THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES
(INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:
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None
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FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including
any other name by which each is known):
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Current Directors:
Finian Rory O'Sullivan, (Executive Chairman)
Hywel Rhys Richard John, (Chief Executive Officer)
Andrey Pannikov, (Non-Executive Director)
Jonathan Gervaise Fitzpatrick Cooke, (Non-Executive Director)
David Archibald MacFarlane, (Non-Executive Director)
Directors upon Admission:
Bruce Alan Ian Dingwall (Executive Chairman)
Joel Montgomery ("Monty") Pemberton (Chief Executive Officer)
Jonathan David Murphy (Non-Executive Director)
Charles Anthony Brash Junior (Non-Executive Director)
Ronald Harford (Independent Non-Executive Director)
Finian Rory O'Sullivan, (Non-Executive Director)
David Archibald MacFarlane, (Non-Executive Director)
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FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED
AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER
ADMISSION (underlining the first name by which each is known
or including any other name by which each is known):
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Pre admission:
Andrey Pannikov (1) 17.79%
Finian O'Sullivan (2) 16.75%
Brian Thurley 11.45%
BlackRock Investment Management 9.51%
Alta Limited 4.51%
(1) Includes 1.41% held by Latravia Limited and 16.15% held
by Lion Invest and Trade Limited
(2) Includes 13.53% held by Prelude Holdings Limited
Post admission:
Bruce Dingwall 6.10%
Charles Anthony Brash
Junior and family (1) 5.90%
Jonathan Murphy 5.14%
Finian O'Sullivan 3.83%
Regent Pacific Group Limited 3.73%
David Segal 3.46%
(1) of which 3.07% will be held by Well Services Petroleum
Company Limited
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
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None
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(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION
DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
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(i) 31 December
(ii) The financial information on Trinity has been prepared
to 30 June 2012.
(iii) 30 June 2013 (final results for the year ended 31 December
2012)
30 September 2013 (interim results for six months ending 30
June 2013)
30 June 2014 (final results for the year ended 31 December
2013)
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EXPECTED ADMISSION DATE:
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14 February 2013
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NAME AND ADDRESS OF NOMINATED ADVISER:
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Seymour Pierce
20 Old Bailey
London
EC4M 7EN
United Kingdom
Immediately following admission:
RBC Europe Limited, which trades as RBC Capital Markets
Riverbank House
2 Swan Lane, London EC4R 3BF
will be appointed as nominated adviser to the Company
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NAME AND ADDRESS OF BROKER:
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Seymour Pierce
20 Old Bailey
London
EC4M 7EN
United Kingdom
FirstEnergy Capital LLP
85 London Wall
London EC2M 7AD
United Kingdom
Immediately following admission:
RBC Europe Limited, which trades as RBC Capital Markets
Riverbank House
2 Swan Lane, London EC4R 3BF
and
Jefferies International Limited
Vintners Place
68 Upper Thames Street
London
EV4V 3BJ
will be become the joint brokers to the Company.
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OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE
(POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE
AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
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The Admission Document containing full details about the applicant
and the admission of its securities will be available during
normal business hours from the offices of Ashurst LLP, Broadwalk
House, 5 Appold Street, London EC2A 2HA from the date of the
document until at least 30 days after the date of Admission
and is available for viewing on the Company's website at www.bayfieldenergy.com
(up to Admission) or www.trinityexploration.com (following
Admission).
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DATE OF NOTIFICATION:
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31 January 2013
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NEW/ UPDATE:
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Update
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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