CHALLENGER ENERGY GROUP PLC — M&A Activity 2020

Jun 23, 2020

National Storage Mechanism | Additional information

RNS Number : 7955Q

Bahamas Petroleum Company PLC

23 June 2020

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:	Bahamas Petroleum Company 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
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:      The latest practicable date prior to the disclosure	22 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"	NO

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:	0.002p ordinary shares
	Interests		Short positions
Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	0.00	Nil	0.00
(2) Cash-settled derivatives:	Nil	0.00	Nil	0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	0.00	Nil	0.00
TOTAL:	Nil	0.00	Nil	0.00

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:	N/A
Details, including nature of the rights concerned and relevant percentages:	N/A

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:

(A)  Interests held by directors of Bahamas Petroleum Company plc, their close relatives and other presumed concert parties of Bahamas Petroleum Company plc:

Name	Ordinary Shares	%
Simon Potter	4,800,000	0.20%
William Schrader	3,690,000	0.15%
Adrian Collins	2,640,000	0.11%
Ross McDonald	2,470,000	0.10%
James Smith	2,220,000	0.09%
Total	15,820,000	0.65%

(B)  Interests held as accrued conditional entitlements to fully paid ordinary shares by directors of Bahamas Petroleum Company plc under its fee deferral scheme as at 31 May 2020:

Name	Ordinary Shares	%
Simon Potter	63,567,276	2.60%
William Schrader	8,704,381	0.36%
Adrian Collins	6,695,680	0.27%
Ross McDonald	5,691,327	0.23%
James Smith	5,691,327	0.23%
Total	90,349,991	3.69%

(C)  Interests held as options by directors and connected advisers of Bahamas Petroleum Company plc under its share plans:

Name	Ordinary Shares (under option or award)	Expiry Date	Exercise Price (per share)
Simon Potter	20,000,000	31-Oct-24	2.22p
15,000,000	31-Oct-24	2.40p
25,000,000	31-Oct-24	2.80p
Total	60,000,000
William Schrader	1,500,000	31-Oct-24	2.22p
750,000	31-Oct-24	2.40p
750,000	31-Oct-24	2.80p
Total	3,000,000
Adrian Collins	750,000	31-Oct-24	2.22p
375,000	31-Oct-24	2.40p
375,000	31-Oct-24	2.80p
Total	1,500,000
Ross McDonald	750,000	31-Oct-24	2.22p
375,000	31-Oct-24	2.40p
375,000	31-Oct-24	2.80p
Total	1,500,000
James Smith	750,000	31-Oct-24	2.22p
375,000	31-Oct-24	2.40p
375,000	31-Oct-24	2.80p
Total	1,500,000
Shore Capital Stockbrokers Limited	7,200,000	17-Sep-21	1.60p
13,157,073	11-Nov-21	2.00p
Total	20,357,073
Strand Hanson Limited	5,000,000	05-Nov-21	2.00p

(D)  Fees to connected advisers, payable upon success of closing of the transaction with Columbus Energy Resources plc (the Offeree), that will be paid in shares of Bahamas Petroleum Company plc (the Offeror) at a price to be determined based on volume weighted average prices for Bahamas Petroleum Company plc prior to closing of the transaction:

Name	Success Fee
Gneiss Energy Limited (Financial Adviser)	£500,000
Strand Hanson Limited (Nominated Adviser)	£175,000
Shore Capital Stockbrokers Limited (Broker)	£50,000

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.

(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.

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

###### Date of disclosure:	23 June 2020
###### Contact name:	Benjamin Proffitt - Company Secretary
###### Telephone number:	+44 (0) 1624 647883

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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.

END

FEEFIFFAREIVFII