2 Jun 2008 13:00
Bankers Petroleum Files Circular For Annual General Meeting
CALGARY, June 2 /CNW/ - Bankers Petroleum Ltd. is pleased to announce that it has completed its Information Circular ("Circular") and Proxy Notice for the upcoming Annual General and Special Meeting ("Meeting") to be held on Friday, June 27, 2008 at 3:00 p.m. at the Calgary Petroleum Club. The Circular will be filed today on SEDAR and delivered to all shareholders in accordance with regulatory requirements.
DIRECTOR CHANGES
At the Meeting, two new directors will be nominated to the Board of Directors of Bankers effective June 27, 2008: General Wesley K. Clark and Mr. Phil R. Knoll.
General Wesley Kanne Clark, (ret.) (aged 63) served 38 years in the United States army. His last military position was NATO's Supreme Allied Commander and the Commander-in-Chief of the US European Command, where he led NATO to victory in Operation Allied Force. Returning to the private sector in 2004, he resumed activities as CEO of Wesley K. Clark & Associates, a strategic advisory and consulting firm. He also serves on the boards of directors of a number of public and private companies. He is Chairman of Rodman & Renshaw Capital Group, an investment bank based in New York and London and a senior fellow at UCLA's Burkle Center for International Relations.
Phillip Raymond Knoll (aged 53) is the President of Knoll Energy Inc., an energy consulting and venture capital company. Previously, he acted as Group Vice President, Duke Energy Gas Transmission, and Chair, Management Committee and President for Maritimes & Northeast Pipeline. Mr. Knoll has over 27 years of varied experience in the energy sector, primarily in midstream natural gas businesses where he's held senior executive positions in the development, implementation, and operation of infrastructure businesses along the entire natural gas value chain. Mr. Knoll is on the board of directors of AltaGas Utility Group Inc., Heritage Gas, and The Atlantic Institute for Market Studies. He was previously a director of Rally Energy Corp. from 2004 to 2007.
These two gentlemen will bring additional international experience and depth to the Board and the Company looks forward to their future participation. At this time, neither gentleman owns any shares in Bankers but upon appointment to the Board, they are each being granted 450,000 options in Bankers at the closing market price that day. Bankers would like to take this opportunity to thank Mr. Victor Redekop, who will not be standing for re-election to the Board and will step down effective June 27, 2008, for his four years of excellent service and guidance for Bankers Petroleum.
SPIN-OFF OF U.S. ASSETS AND OPERATIONS
At the Meeting, shareholders will be asked to approve the previously announced Plan of Arrangement related to the spin-off of Bankers' U.S. operations into a new public company called BNK Petroleum Inc. ("BNK"). If approved, BNK will replace Bankers as the owner of Bankers current U.S. shale gas assets and operations. Bankers' shareholders as of the record date for the spin-off will receive common shares of BNK as a reduction and return of capital on their Bankers shares. BNK intends to apply to list its common shares on the TSX. Listing of the BNK shares will be subject to BNK meeting the original listing requirements of the TSX. Conditional listing approval has not yet been obtained and there can be no assurance that the common shares of BNK will be listed on the TSX or any other stock exchange.
Based on certain assumptions and a number of factors including, but not limited to, its U.S. assets and operations, review of reserves estimates for BNK and after consultation with its financial advisors, the Board has estimated that when spun off as a stand-alone entity, the enterprise value of BNK as at the date of the Circular, to be approximately CAD$131 million and the equity value to be approximately CAD$0.25 per Bankers Share on a non-diluted basis at the date of the Circular. Should any such assumptions or factors change between the date of the Circular and the record date for the spin-off, the Board reserves the right to adjust such valuation accordingly. Bankers' Shareholders will be advised following the record date for the spin-off as to the Board's determination of fair market value of a BNK common share, in order to permit them to complete tax filings. Such fair market value may be more or less than the value determined as at the date of the Circular, and will be set out in a press release announcing the completion of the plan of arrangement.
BNK's Directors will be Robert Cross, Ford Nicholson, Victor Redekop, and Eric Brown. Management will be Wolf Regener, President & Chief Executive Officer, C. S. (Juneyt) Tirmandi, Chief Financial Officer and Rick Pawluk, Corporate Secretary.
The proposed plan of arrangement is expected to provide Bankers Shareholders with a number of significant benefits which include:
- a clear mandate for each company to pursue its own business plan and to achieve its own strategic goals; - anticipated higher capital markets valuations for these two distinct asset bases; - greater corporate clarity and transparency; - continued exposure to each company's potential upside and additional growth opportunities; and - experienced management teams with expertise with each company's asset base.
The full text of the Circular and the plan of arrangement is available on Bankers website (www.bankerspetroleum.com) and has been filed on SEDAR (www.sedar.ca).
BANKERS SHARE CONSOLIDATION
At the Meeting, Bankers' shareholders will be asked to approve a resolution authorizing consolidation of the issued and outstanding Bankers shares on the basis of one (1) new post-consolidation share for every three (3) shares pre-consolidation shares held. If approved, and based upon the number of issued and outstanding Bankers shares based on the issued share capital on May 23, 2008, the issued and outstanding Bankers shares would be reduced from 522,205,258 to approximately 174,068,419 shares. It is expected that the share consolidation will be completed after completion of the U.S. Operations spin-off and within three weeks after the Meeting.
The share consolidation is being proposed to assist the Company in achieving a valuation that is more representative as suggested by the institutional community as well as generally making the Bankers shares more attractive to investors, among other things.
2008 Annual and Special General Meeting
Bankers' Annual and Special General Meeting of Shareholders will be held on Friday, June 27, 2008 at the Petroleum Club in Calgary, Alberta. A webcast of the annual General Meeting will be available on Bankers' website at www.bankerspetroleum.com.
Disclosures for the Purposes of AIM Rules General Wesley Kanne Clark, (ret.) (aged 63): - CEO of Wesley K. Clark & Associates, a strategic advisory and consulting firm; - Chairman of Rodman & Renshaw Capital Group; Director of Argyle Security Inc. and NutraCea; - Previously Director of Affiliated Managers Group Inc. and Prysmian S.P.A; and - General Clark was a Director of the following companies, which underwent receiverships, liquidations or administrations: - While non-executive Chairman, Summit Global Logistics had to reorganize under Chapter 11 in early 2008. General Wesley Clark left the Board in December 2007; - Adam Aircraft, a private very light jet manufacturing company, went Chapter 7 in February 2008; and - In 2004, General Clark was a Director for about six months of a start-up sporting goods company, which failed some time after he had left the Board. Phillip Raymond Knoll (aged 53): - President of Knoll Energy Inc., an energy consulting and venture capital company. - Director of AltaGas Utility Group Inc., Heritage Gas, The Atlantic Institute for Market Studies and Halifax Grammar School; and - Previously a Director of Rally Energy Corp. Caution Regarding Forward-looking Information
Information in this news release respecting the proposed plan of arrangement for the U.S. assets, the TSX listing of BNK, the addition of new directors, the share consolidation of Bankers and potential opportunities constitutes forward-looking information. Statements containing forward-looking information express, as at the date of this news release, the Company's plans, estimates, forecasts, projections, expectations, or beliefs as to future events or results and are believed to be reasonable based on information currently available to the Company.
Forward-looking statements and information are based on assumptions that financing, equipment and personnel will be available when required and on reasonable terms, and all necessary regulatory approvals will be obtained, none of which are assured and are subject to a number of other risks and uncertainties described under "Risk Factors" in Appendix "E" to the Circular, Bankers' Annual Information Form and related Management's Discussion and Analysis, which are available on SEDAR under the Company's profile at www.sedar.com.
There can be no assurance that forward-looking statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. Readers should not place undue reliance on forward-looking information.
About Bankers Petroleum Ltd.
Bankers Petroleum Ltd. is a Canadian-based oil and gas exploration and production company focused on developing large oil and gas reserves. In Albania, Bankers operates and has the full rights to develop the Patos-Marinza heavy oil field and has a 50% interest in the Kucova oil field. It also holds an average 50% interest in the Tishomingo gas field in Oklahoma and varied interests in three other areas in the Northern and Central regions of the United States, where it is currently pursuing the exploration, development and production of shale and tight sand gas plays. Bankers shares are traded on the Toronto Stock Exchange and the AIM Market in London, England under the stock symbol BNK.
For further information: Abby Badwi, Chief Executive Officer, (403) 513-2694; Doug Urch, VP, Finance and Chief Financial Officer, (403) 513-2691; Susan J. Soprovich, VP, Investor Relations and Corporate Governance, (403) 513-2681; Email: investorrelations(at)bankerspetroleum.com; Website: www.bankerspetroleum.com; AIM NOMAD: Canaccord Adams Limited, Ryan Gaffney/Henry Fitzgerald-O'Connor, +44 20 7050 6500; AIM JOINT BROKERS: Canaccord Adams Limited, Ryan Gaffney, Henry Fitzgerald-O'Connor, +44 20 7050 6500; Tristone Capital Ltd., Nick Morgan, +44 20 7355 5800 (BNK.)
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