26 Apr 2010 16:15
26 April 2010
BPC Limited
("BPC" or the "Company")
Proposed Re-domicile to Isle of Man
BPC, the oil and gas exploration company with licences in The Bahamas, announces that, further to previous announcements on 3 December 2009 and 11 March 2010, it is now proceeding with board approved proposals to re-domicile the holding company of the group from the Falklands Islands to the Isle of Man (the "Re-domicile").
The Company announced on 11 March 2010 that it intended to undertake the Re-domicile, following the approval of the licences to be awarded to the BPC/Statoil joint venture. However, since that announcement, the Company has become aware that the Supreme Court of the Falkland Islands (the "Court"), the approval of which is required for the successful implementation of the proposal to Re-domicile, would be sitting in the Falkland Islands in June 2010 and that it was therefore the appropriate time to proceed with the Re-domicile.
It is proposed that the Re-domicile will be effected by way of a scheme of arrangement ("Scheme") and associated reduction of share capital, conditional on shareholder approval and consent from the Court. If the Scheme becomes effective, existing shareholders in the Company will receive shares in a new company, BPC Plc (incorporated in the Isle of Man) (the "New BPC Shares") on a one-for-one basis, and the New BPC Shares will be admitted to trading on AIM.
Shareholders of the Company have today been sent a circular convening an Extraordinary General Meeting of the Company ("EGM") and a meeting of shareholders convened by order of the Court ("Court Meeting") for 20 May 2010 (the "Circular"). The Circular sets out the Scheme in full, together with notices of the meetings and additional documentation in connection with the Re-domicile, including the proposed cancellation of the existing BPC shares ("Existing BPC Shares") and the admission of the New BPC Shares to trading on AIM. Such documentation is available for download on the Company's website, www.bpcltdgroup.com
If shareholders approve the proposals at the EGM and the Court Meeting, it is anticipated that a Court hearing of the petition to sanction the Scheme and confirm the associated reductions of capital under the Scheme will be held on 11 June 2010, and that the last day of dealing in Existing BPC Shares will be 15 June 2010, with the cancellation of the Existing BPC Shares and the admission of the New BPC Shares occurring on 16 June 2010.
Such timetable is subject to change and a further announcement will be made in due course.
Enquiries:
| BPC Limited Alan Burns, Chairman and CEO Dr Paul Crevello, Chief Operating Officer
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Tel: +44 (0) 1624 64 1199 Tel: +1 720 771 7583 |
| Strand Hanson Limited Rory Murphy / Liam Buswell
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Tel: +44 (0) 20 7409 3494 |
| Novus Capital Markets Ltd Charles Goodfellow / David Rae
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Tel: +44 (0) 20 7107 1872 |
| FirstEnergy Capital LLP Richard Hail / Derek Smith
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Tel: +44 (0) 20 7448 0200 |
| Financial Dynamics Billy Clegg / Ed Westropp |
Tel: +44 (0) 20 7831 3113 |
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