03:00 Wed 01 Jul 2020
Columbus Energy Res - Posting of Scheme Document
("Columbus" or the "Company")
Corporate Update - Posting of Scheme Document
Columbus, the oil and gas producer and explorer focused on onshore
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
· 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
· 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
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 (
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
|
+44 (0)20 7203 2039 |
Rule 3 Advisor, Financial Adviser and Broker |
+44 (0)20 3005 5000 |
Nominated Adviser |
+44 (0)20 7628 3396 |
Appendix 1 - EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Time and/or date |
All references are to |
Publication of Scheme Document |
|
Latest time for lodging the pink Form of Proxy for the Court Meeting |
|
Latest time for lodging the white Form of Proxy for the Columbus General Meeting |
|
Scheme Voting Record Time for the Court Meeting and the Columbus General Meeting |
|
BPC Annual General Meeting |
|
Court Meeting |
|
Columbus General Meeting |
|
The following dates are indicative only and subject to change (5) |
|
Court Hearing |
|
Last day of dealings in, and for registration of transfers and disablement in CREST of, |
|
Scheme Record Time |
|
Suspension of trading on AIM of, and dealings, settlements and transfers in, |
|
Effective Date of the Scheme |
|
Cancellation of admission to trading on AIM of, and cessation of dealings in, |
|
Admission and commencement of dealings on AIM of the new BPC Shares |
by |
Latest date for settlement of new BPC Shares |
|
Longstop Date (6) |
|
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
(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 INTENDED 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
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
Overseas jurisdictions
The release, publication or distribution of this announcement in jurisdictions other than the
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
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
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.
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