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Columbus Energy Res - Posting of Scheme Document

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 Proxy for the Court Meeting

10.00 a.m. on 23 July 2020 (1)

Latest time for lodging the white Form of Proxy for the Columbus General Meeting

10.15 a.m. on 23 July 2020 (2)

Scheme Voting Record Time for the Court Meeting and the Columbus General Meeting

6.00 p.m. on 23 July 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 of transfers and disablement in CREST of, Columbus Shares

6 August 2020

Scheme Record Time

6.00 p.m. on 6 August 2020

Suspension of trading on AIM of, and dealings, settlements and transfers in, Columbus Shares

7.30 a.m. on 7 August 2020

Effective Date of the Scheme

7 August 2020

Cancellation of admission to trading on AIM of, and cessation of dealings in, Columbus Shares

7.00 a.m. on 10 August 2020

Admission and commencement of dealings on AIM of the new BPC Shares

by 8.00 a.m. on 10 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 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 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 [email protected] or visit www.rns.com.
 
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