Columbus, the oil and gas producer and explorer focused on onshore Trinidad and Suriname, is pleased to provide the following update related to its proposed merger with Bahamas Petroleum Company plc and its ongoing corporate activities.
· The Company is posting a Scheme Document to its shareholders describing the terms of the proposed merger with Bahamas Petroleum Company plc ("BPC") and the steps required to make the merger effective, including obtain shareholder approval for the merger at a General Meeting on 27 July 2020. The Company would encourage all shareholders to review the Scheme Document and cast their votes via the relevant proxy forms.
· In light of the proposed merger, the Company has taken a number of steps to simplify its operations and is pleased to provide the following update:
· Given the continuing low oil price, the Company has decided to continue with (until mid-August 2020) the cost reduction measures as first announced on 15 April 2020, including the payment of 100% of executive management salaries in shares; reduced compensation paid to employees; and cessation of non-essential capital expenditure. The Company will make approximately 15% of its workforce redundant, following their temporary layoff in April 2020.
· Due to the impact of COVID-19 on the ability of people to meet and the ability of auditors to conduct their audit activities in Trinidad and London, the Company has regulatory approval to postpone the Company's Annual General Meeting and publication of Annual Accounts until September 2020.
· As at 30 June 2020, the Company had a cash balance of approximately US$1.97 million, including US$766,000 in restricted cash.
· Current operations in our fields and the testing of the Saffron well continue and the cost reduction measures are not expected to materially impact either of those activities.
· Prior to the proposed merger, the Company does not intend to employ the Contractor Shares scheme to settle fees otherwise due to various contractors. The Company may elect to issue shares to Lind in lieu of cash payments otherwise due to Lind under the 2019 Facility Agreement.
Leo Koot, Executive Chairman of Columbus, commented:
"I would encourage all our shareholders to read the Scheme Document describing the proposed merger with Bahamas Petroleum Company and to vote by way of proxy. As set out in the Scheme Document, the Board is unanimous in their recommendation to accept the offer. I would encourage shareholders to consider the merits of the offer for the reasons set out in the Scheme Document. In the meantime, we continue to run the business in the best interests of our shareholders, which includes extending the extensive cost reduction measures first announced in April. I would like to thank our employees for their continued support at this time noting that the operating environment continues to be challenging for the whole industry, not just Columbus. In my view, it re-enforces the need for the Company to be bigger and better capitalised, which is one of the arguments for the merger as set out in the Scheme Document. Lastly, I want to note that Covid-19 has had a real impact on our ability to finalise our accounts for the financial year end 31 December 2019. We are working hard to have these finalised as soon as practical and in the meantime are pleased to provide a cash balance as at 30 June 2020."
Total Voting Rights
For the purposes of the Disclosure and Transparency Rules of the Financial Conduct Authority, the Board of Columbus hereby notifies the market of the following:
As at the date of this announcement, and after the issuance of the Lind Shares and the Contractor Shares, the Company's issued share capital will consist of 935,053,344 ordinary shares with a nominal value of 0.05p each, with voting rights ("Ordinary Shares"). The Company does not hold any Ordinary Shares in Treasury.
Therefore, the total number of Ordinary Shares in the Company with voting rights is 935,053,344. This figure may be used by Shareholders in the Company as denominator for the calculations by which they may determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.