Bahamas Petroleum Company ('BPC'), the Caribbean and Atlantic margin focused oil and gas company, with exploration, production, appraisal and development assets across the region, has confirmed that the merger with Columbus Energy Resources, effected by means of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006, has been sanctioned by the Court. The Scheme will become effective upon the Court Order being delivered to the Registrar of Companies, which is expected to take place on or about 7 August 2020, consistent with the expected timetable of events as set out in Columbus's Scheme Document.
Subject to the Scheme becoming effective, the new BPC ordinary shares pursuant to the merger will be issued and allotted to holders of Scheme Shares. A further announcement will be made when the Scheme has become effective.
Conditions to the Scheme
Prior to the Court Sanction hearing, BPC notified Columbus that it would not seek to invoke the Condition of the Scheme (as set out in paragraph 5 of Part III of Columbus's Scheme Document) related to the entry by Columbus into the Goudron EPSC with Heritage prior to the date of the Court Sanction hearing. It is expected that the Goudron EPSC will be entered into in the ordinary course of business but until such time, BPC and Columbus's management have agreed the delay in the issuance of 25,562,167 new BPC Shares due to Columbus's management pursuant to their respective settlement and termination arrangements as set out in Columbus's Scheme Document.
The expected timetable of principal events for the implementation of the Scheme remains as set out on page 13 of Columbus's Scheme Document. If any of these dates and/or times change, a further announcement will be made.
Defined terms used but not defined in this announcement have the meaning given to them in Columbus's Scheme Document, a copy of which, is available on the BPC website at www.bpcplc.com.
Simon Potter, Chief Executive Officer of Bahamas Petroleum Company plc commented:
'Completion of the merger is a milestone for BPC as we move forward with our vision to create a business with a range of assets representative of each phase of our industry - a full-cycle exploration and production business. I would like to thank our existing shareholders for their support, and at the same time welcome our new shareholders to this expanded company that, in our view, will be much better equipped to thrive in the currently prevailing industry conditions. The Board and the entire team at BPC is committed to leveraging operations in our new assets in Trinidad, Suriname and Uruguay, as well completing our Perseverance-1 well in The Bahamas so that the newly combined assets deliver exceptional shareholder value.'