Trinity Regulatory News (TRIN)

29 January 2013

Bayfield Energy Holdings plc

(the "Company" or "Bayfield"; AIM:BEH)

Directors Dealings and TVR

The Company announces that it has today issued 8 new ordinary shares of US$0.10 each to Finian O'Sullivan, a director of the Company at a price of 12 pence per share and an aggregate subscription price of 96 pence.

The Company proposes to take such action so that its issued share capital as at the date the proposed 1 for 10 share capital consolidation announced yesterday, 28 January 2013, is effected will be 216,479,450 ordinary shares of US$0.10 each, thereby ensuring that no fraction of a share arises in respect of the aggregate share capital of the Company upon consolidation.

Application has been made for admission of the new ordinary shares to trading on AIM which is expected to occur on or around 4 February 2013.

Following this issue of new ordinary shares, Mr O'Sullivan is interested in 36,261,673 ordinary shares and the Company's issued share capital, and the total number of voting rights, is 216,479,450 ordinary shares of US$0.10 each, none of which are held in treasury.

For the avoidance of doubt, the ordinary share numbers in this announcement do not reflect the effects of the proposed 1 for 10 share consolidation. 

Enquiries

This announcement does not constitute an offer to sell or the solicitation of an offer to buy shares in the Company ("Shares") in any jurisdiction. Any such offer, if made, is being made pursuant to the Admission Document. In particular, this announcement is not for distribution in or into the United States, Canada, Australia or Japan or to any national resident or citizen of the United States, Canada, Australia or Japan. The distribution of this announcement in other jurisdictions including (without limitation) the United States, Canada, Australia and Japan (or to any resident thereof) may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves of and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Shares have not been nor will be registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or under the securities legislation of any state of the United States of America, nor under the relevant securities laws of Canada, Republic of South Africa, Australia or Japan, and may not be offered or sold in the United States of America except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable state securities laws. There will be no offering of Shares in or into the United States of America, Canada, Republic of South Africa, Australia or Japan or in any country, territory or possession where to do so may contravene local securities laws or regulations. This document (or any part of it) is not to be reproduced, distributed, passed on, or the contents otherwise divulged, directly or indirectly, in or into the United States of America, Canada, Republic of South Africa, Australia or Japan, or in any country, territory or possession where to do so may contravene local securities laws or regulations.

Seymour Pierce and FirstEnergy (the "Banks"), each of which are authorised and regulated in the United Kingdom by the Financial Services Authority, are acting for the Company in connection with the proposals set out in this announcement (the "Proposals") and will not be acting for any other person or otherwise be responsible to any person for providing the protections afforded to customers of the Banks or for advising any other person in respect of the Proposals. The Banks have not authorised the contents of any part of this announcement and neither accepts liability for the accuracy of any information or opinions contained in this announcement nor for the omission of any material information from this announcement for which the Company is responsible. No representation or warranty, express or implied, is made by the Banks as to any of the contents of this announcement (without limiting the statutory rights of any person to whom this announcement is issued).

RBC, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to Trinity Exploration & Production Limited ("Trinity") in connection with the Proposals and joint bookrunner to the Company in connection with the Placing and will not be acting for any other person or otherwise be responsible to any person for providing the protections afforded to customers of RBC or for advising any other person in respect of the Proposals. RBC has not authorised the contents of any part of this announcement and neither accepts liability for the accuracy of any information or opinions contained in this announcement nor for the omission of any material information from this document for which the Company is responsible. No representation or warranty, express or implied, is made by RBC as to any of the contents of this announcement (without limiting the statutory rights of any person to whom this announcement is issued).

Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint bookrunner to the Company in connection with the Placing and will not be acting for any other person or otherwise be responsible to any person for providing the protections afforded to customers of Jefferies or for advising any other person in respect of the Proposals. Jefferies has not authorised the contents of any part of this announcement and neither accepts liability for the accuracy of any information or opinions contained in this document nor for the omission of any material information from this document for which the Company is responsible. No representation or warranty, express or implied, is made by Jefferies as to any of the contents of this announcement (without limiting the statutory rights of any person to whom this announcement is issued).

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements relate to matters that are not historical facts.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual investment performance, results of operations, financial condition, liquidity, dividend policy and the development of its financing strategies may differ materially from the impression created by the forward-looking statements contained in this announcement. In addition, even if the investment performance, result of operations, financial condition, liquidity and dividend policy of the Company and development of its financing strategies, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.

These forward-looking statements speak only as at the date of this announcement. Subject to its legal and regulatory obligations (including under the AIM Rules), the Company expressly disclaims any obligations to update or revise any forward-looking statement contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.