9 Jul 2008 07:00
Bankers Petroleum Receives Court Approval for Company Split
Wednesday, July 9, 2008 Last Day to Acquire Bankers Shares for BNK-US Shares Entitlement - Not for distribution to United States newswire services or for dissemination in the United States -
CALGARY, July 8 /CNW/ - Bankers Petroleum Ltd. is pleased to announce that on July 2, 2008, it received approval of the British Columbia Supreme Court for its plan of arrangement (the "Arrangement") pursuant to which all of Bankers U.S. operations and assets will be spun out into BNK Petroleum Inc. ("BNK-US"), which has been approved for listing and trading on the TSX Exchange (the "TSX") under the symbol BKX. In addition, all conditions to the Arrangement were either met or waived. As such, the Court's final order was filed with the Registrar of Companies pursuant to the Business Corporations Act (British Columbia). Bankers has since completed regulatory filings in connection with the Arrangement and certain details relating to timing and warrant exercise price adjustments are now available and described below.
On Thursday, July 10, 2008, Bankers common shares ("Bankers Shares") will begin trading on TSX and AIM on an ex-BNK-US basis and BNK-US's common shares ("BNK-US Shares") will also begin to trade on TSX on a "when issued" basis. The date and time for determining which Bankers shareholders are entitled to receive BNK Shares will be on Monday, July 14, 2008 at 4:30 p.m. (Calgary time) (the "Record Time"). As such, the last day to acquire Bankers Shares on TSX or AIM in order to be entitled to receive BNK-US Shares pursuant to the Arrangement will be Wednesday, July 9, 2008. Certificates representing BNK-US Shares are expected to be sent to registered holders by Thursday, July 17, 2008. Pursuant to the Arrangement, Bankers shareholders will receive one (1) BNK-US Share for each ten (10) Bankers Shares held at the Record Time.
At the Record Time, the exercise prices for Bankers two batches of listed common share purchase warrants (the "Purchase Warrants") will be adjusted to reflect the spinout of BNK-US from Bankers in accordance with the terms of the applicable warrant indenture. For the purposes of this adjustment, Bankers board of directors has confirmed, after further consultation with its financial advisors, that the enterprise value of BNK-US is CAD$131 million. The Purchase Warrants listed under the symbol BNK.WT will have their exercise price share adjusted from CAD$0.95 to approximately CAD$0.83 per Bankers Share. The Purchase Warrants listed under the symbol BNK.WT.A will have their exercise price adjusted from CAD$0.90 to approximately CAD$0.79 per Bankers Share. Bankers will issue a further news release when the final adjusted exercise prices for the Purchase Warrents are confirmed.
Also at the Record Time, Bankers unlisted common share purchase warrants and stock options will be adjusted in accordance with the same formula applied to the purchase warrants.
Following the Record Time, Bankers intends to complete the consolidation of the Bankers Shares on the basis of one (1) new post-consolidation Bankers Share for each three (3) pre-consolidation Bankers Shares, subject to regulatory approval. Further details and timing in respect of the consolidation, including the resulting adjustments to the exercise prices of the Purchase Warrants, will be set out soon in a further press release.
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 100% interest in the Kucova oil field. 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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