22 Jun 2020 14:17
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | Columbus Energy Resources plc |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Bahamas Petroleum Company plc (the Offeror) |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 19 June 2020 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | YES If YES, specify which:
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2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
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| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | Nil | ||
(2) Cash-settled derivatives:
| Nil | Nil | ||
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | Nil | ||
TOTAL: | Nil | Nil | ||
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | Nil |
Details, including nature of the rights concerned and relevant percentages: |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: |
VSA Capital Limited ("VSA"), Rule 3 Adviser to Columbus Energy Resources plc (the Offeree) will receive a fee from Bahamas Petroleum Company plc (the Offeror) amounting to £63,000 (the "Fee"), being 3% of the amount of £2.1m borrowed by the Offeror pursuant to a Replacement Funding Agreement from a lender introduced to the Offeror by VSA. The Fee will be settled/paid by the issuance of shares in the Offeror to VSA on or after completion of the Offer.
The executive management of the Offeree (Leo Koot, Anthony Hawkins, Gordon Stein, Geoffrey Leid/Gelco Energy Inc and Stewart Ahmed) (the "Executive Management") hold Executive Salary Options in the Offeree. Leo Koot, Anthony Hawkins and Geoffrey Leid/Gelco Energy Inc have agreed with the Offeror that following the implementation of the Offer they will release their Executive Salary Options in exchange for shares in the Offeror. Gordon Stein and Stewart Ahmed have agreed with the Offeror that they will exchange their Executive Salary Options for options in the Offeror. The exact number of shares or options to be issued will only be known at the time of completion of the Offer but the estimated number of shares/options to be issued to each Executive Management member is as follows: Leo Koot 6,383,982 shares, Anthony Hawkins 10,541,172 shares, Geoffrey Leid/Gelco Energy Inc 5,101,612 shares, Gordon Stein 10,244,056 options and Stewart Ahmed 9,063,524 options.
On termination of their respective positions with the Offeree on a change of control, Leo Koot, Anthony Hawkins, Gordon Stein and Michael Douglas are entitled to contractual termination payments for loss of office equal to 12 months' salary or fees. Each of Messrs Koot, Hawkins, Stein and Douglas have agreed with the Offeror that following the completion of the Offer, each will receive their respective payments in the form of shares in the Offeror, with the number of such Offeror shares expected to be as follows: Leo Koot 10,037,500 shares, Anthony Hawkins 8,364,583 shares, Gordon Stein 6,357,083 shares and Michael Douglas 803,000 shares.
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Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
None
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(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
None
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 22 June 2020 |
| Contact name: | Gordon Stein |
| Telephone number: | +44(0)20 7203 2039 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.