TIDMCERP
RNS Number : 6228R
Columbus Energy Resources PLC
01 July 2020
1 July 2020
COLUMBUS ENERGY RESOURCES PLC
("Columbus" or the "Company")
Corporate Update - Posting of Scheme Document
Columbus, the oil and gas producer and explorer focused on
onshore Trinidad and Suriname, is pleased to confirm that on 30
June 2020 it has published and posted a Scheme Document to its
shareholders which sets out the full terms and conditions of the
proposed merger with Bahamas Petroleum Company plc ("BPC") and the
steps required to make the merger effective, including obtaining
shareholder approval for the merger at the Court Meeting and the
Columbus General Meeting, each to be held on 27 July 2020.
The Company would encourage all shareholders to review the
Scheme Document and cast their votes via the relevant proxy forms.
The Scheme Document is available on the Company's website at
https://columbus-erp.com/investors/scheme-of-arrangement/ .
For regulatory compliance purposes, the Company notes the
following key elements of the Scheme Document:
-- Expected timetable of events: An expected timetable of events
is set out in Appendix 1 to this announcement.
-- Shareholder meetings: The Company will hold two shareholder
meetings on 27 July 2020 to vote on the merger. Details on the
Court Meeting and the Columbus General Meeting are set out in the
Scheme Document. It is important that, for the Court Meeting in
particular, as many votes as possible are cast so that the Court
may be satisfied that there is a fair and reasonable representation
of Scheme Shareholders opinion.
-- COVID-19: In accordance with current government instructions
in respect of the evolving situation regarding Covid-19 and the
restrictions on social contact, public gatherings and non-essential
travel, we request that you do not physically attend the
shareholder meetings. Instead, you should return your forms of
proxy by the relevant time. Any shareholder that attempts to
physically attend the meetings will be refused admission in order
to comply with current UK government public health
instructions.
-- Columbus Directors Recommendation: The Columbus Directors
unanimously recommend that Columbus Shareholders vote in favour of
the Scheme at the Court Meeting and the resolutions to be proposed
at the Columbus General Meeting.
Cancellation of admission to trading on AIM on the Scheme
becoming effective
In accordance with the expected timetable of events appended
hereto, a request will be made to the London Stock Exchange prior
to the Effective Date to cancel the trading in Columbus Ordinary
Shares on AIM with effect from 7.00 a.m. on 10 August 2020. If any
of the key dates set out in the expected timetable change, an
announcement will be made through a Regulatory Information
Service.
Copies of this announcement and the Scheme Document, together
with information into it by reference to external sources, will be
available free of charge (subject to certain restrictions relating
to persons in certain overseas jurisdictions) on Columbus' and
BPC's websites at www.columbus-erp.com and www.bpcplc.com
respectively from no later than 12 noon (London time) on 1 July
2020 up to and including the Effective Date, The content of these
websites are not incorporated into, and do not form part of, this
announcement.
This announcement is inside information for the purposes of
Article 7 of Regulation 596/2014.
Unless otherwise defined, all capitalised terms in this
announcement shall have the meaning given to them in the Scheme
Document.
Contact Information
Columbus Energy Resources plc
Leo Koot / Gordon Stein / Tony Hawkins +44 (0)20 7203 2039
VSA Capital Limited
Rule 3 Advisor, Financial Adviser and Broker
Andrew Monk / Andrew Raca / Maciek Szymanski +44 (0)20 3005 5000
Beaumont Cornish Limited
Nominated Adviser
Roland Cornish / Rosalind Hill Abrahams +44 (0)20 7628 3396
Appendix 1 - EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Time and/or date All references are
to London times unless
otherwise stated.
Publication of Scheme Document 30 June 2020
------------------------
Latest time for lodging the pink Form of 10.00 a.m. on 23 July
Proxy for the Court Meeting 2020 (1)
------------------------
Latest time for lodging the white Form of 10.15 a.m. on 23 July
Proxy for the Columbus General Meeting 2020 (2)
------------------------
Scheme Voting Record Time for the Court 6.00 p.m. on 23 July
Meeting and the Columbus General Meeting 2020 (3)
------------------------
BPC Annual General Meeting 10.00 a.m. on 24 July
2020
------------------------
Court Meeting 10.00 a.m. on 27 July
2020
------------------------
Columbus General Meeting 10.15 a.m. on 27 July
2020 (4)
------------------------
The following dates are indicative only
and subject to change (5)
------------------------
Court Hearing 5 August 2020
------------------------
Last day of dealings in, and for registration 6 August 2020
of transfers and disablement in CREST of,
Columbus Shares
------------------------
Scheme Record Time 6.00 p.m. on 6 August
2020
------------------------
Suspension of trading on AIM of, and dealings, 7.30 a.m. on 7 August
settlements and transfers in, Columbus Shares 2020
------------------------
Effective Date of the Scheme 7 August 2020
------------------------
Cancellation of admission to trading on 7.00 a.m. on 10 August
AIM of, and cessation of dealings in, Columbus 2020
Shares
------------------------
Admission and commencement of dealings on by 8.00 a.m. on 10
AIM of the new BPC Shares August 2020
------------------------
Latest date for settlement of new BPC Shares 24 August 2020
------------------------
Longstop Date (6) 15 November 2020
------------------------
Notes:
(1) It is requested that pink Forms of Proxy for the Court
Meeting be lodged not later than 48 hours prior to the time
appointed for the Court Meeting (noting that in taking account of
this 48 hour period, no account shall be taken of any part of a day
that is not a working day). Pink Forms of Proxy not so lodged may
be handed to the Chairman of the Court Meeting before the start of
the Court Meeting.
(2) White Forms of Proxy for the Columbus General Meeting must
be lodged not later than 48 hours prior to the time appointed
for
the Columbus General Meeting (noting that in taking account of
this 48-hour period, no account shall be taken of any part of a day
that is not a working day). White Forms of Proxy not returned so as
to be received by the time mentioned above and in accordance with
the instructions on the white Form of Proxy will be invalid unless
the Columbus Directors direct otherwise. White Forms of Proxy may
NOT be handed to the Chairman of the General Meeting.
(3) If either the Court Meeting or the Columbus General Meeting
is adjourned, the Scheme Voting Record Time for the relevant
adjourned meeting will be close of business on the day which is
two working days prior to the date fixed for the adjourned
Meeting.
(4) Or as soon thereafter as the Court Meeting shall have
concluded or been adjourned.
(5) These dates and times are indicative only and will depend,
among other things, on the dates upon which: (i) the Conditions
are
satisfied or waived (to the extent they are capable of being
waived); (ii) the Court sanctions the Scheme; and (iii) the copy of
the
Court Order is delivered to the Registrar of Companies for
registration. If any of the expected dates change, the revised
times
and/or dates will be announced by Columbus via a Regulatory
Information Service.
(6) This is the latest date by which the Scheme must become
Effective unless Columbus and BPC agree (and, if required, the
Panel
and the Court permit) a later date.
Further Information
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTED TO, AND DOES NOT, CONSTITUTE OR FORM PART OF ANY OFFER OR
INVITATION, OR THE SOLICITATION OF AN OFFER, TO PURCHASE, OTHERWISE
ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF, ANY
SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY
JURISDICTION PURSUANT TO THE OFFER OR OTHERWISE NOR WILL THERE BE
ANY SALE, ISSUANCE OR TRANSFER OF SECURITIES IN ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW.
Columbus urges Columbus Shareholders to read the Scheme Document
because it contains important information in relation to the Offer,
the New BPC Shares and the Combined Group. Any vote in respect of
the Scheme or other response in relation to the Offer should be
made only on the basis of the information contained in the Scheme
Document.
This announcement does not constitute a prospectus or prospectus
equivalent document.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or other independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
Overseas jurisdictions
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 the applicable requirements may constitute a violation
of the securities laws of any such jurisdiction. In particular, the
ability of persons who are not resident in the United Kingdom to
participate in the Offer may be affected by the laws of the
relevant jurisdictions in which they are located. This announcement
has been prepared for the purposes of complying with English law
and with the Code and the information disclosed may not be the same
as that which would have been disclosed if this announcement had
been prepared in accordance with the laws and regulations of
jurisdictions outside the United Kingdom.
Dealing and Opening Position Disclosure requirements of the
Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th Business Day in London
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10th Business Day
in London following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the Business Day in London following the date of
the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of the offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk , including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
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
SOAFBLLXBQLFBBD
(END) Dow Jones Newswires
July 01, 2020 02:00 ET (06:00 GMT)
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