Deals

Bayfield Energy Holdings plc Proposed merger with Trinity Exploration & Production Limited

Posted: 15th October 2012 08:51
Bayfield Energy Holdings plc ("Bayfield" or the "Company") (Ticker Symbol: BEH), an upstream oil and gas exploration and production company with interests in Trinidad & Tobago and South Africa, today announces proposals for a merger with Trinity Exploration & Production Limited ("Trinity").
 
Summary

  • The Boards of Bayfield and Trinity are pleased to announce that they have reached agreement on the terms of a conditional merger of Bayfield and Trinity (the "Merger").
  • The enlarged group will be named Trinity Exploration & Production plc ("New Trinity" or the "Enlarged Group") and be led by Bruce Dingwall CBE as Executive Chairman and Joel "Monty" Pemberton as Chief Executive Officer (currently Executive Chairman and Chief Executive Officer of Trinity respectively).
  • Trinity is a leading private independent oil and gas company with onshore and offshore assets in Trinidad, headquartered in San Fernando, Trinidad.
  • The Merger will create the largest Trinidad-focused independent E&P company, with 11 operated fields, gross production of approximately 4,650 bbl/d and net production of approximately 3,800 bbl/d based on current production rates.
  • New Trinity will have a diversified portfolio of onshore, West and East coast production, significant near-term production growth opportunities from low risk developments and multiple exploration prospects with the potential to deliver meaningful reserves/resource growth through an active drilling programme.
  • In order to accelerate delivery of the significant upside that exists in the combined portfolios, the Enlarged Group intends to raise additional debt and/or equity capital in conjunction with the Merger.
  • Under the terms of the Merger, which will be effected by the acquisition of Trinity by Bayfield, Trinity Shareholders will own 55 per cent. of New Trinity and Bayfield Shareholders will own 45 per cent. (on a fully diluted basis, assuming Bayfield acquires 100 per cent. of the Trinity Shares and prior to raising any additional equity capital).
  • The Merger constitutes a reverse takeover of Bayfield under the AIM Rules and is conditional, inter alia, upon Bayfield Shareholder approval, the approval by the Takeover Panel of the Rule 9 Waiver, and the consent of the Ministry and Petrotrin.  Accordingly, trading in the Company's shares has been suspended pending publication of an Admission Document.
  • Bayfield has received irrevocable undertakings to vote in favour of the Resolutions to, inter alia, approve the Merger at the Bayfield General Meeting from Bayfield Shareholders holding, in aggregate,109,415,867 Bayfield Shares, representing approximately 50.54  per cent. of the issued share capital of Bayfield.
  • An Admission Document containing details of the Merger and New Trinity will be sent to Bayfield Shareholders in due course.
  • The Boards of Bayfield and Trinity having reached agreement on the Merger, Bayfield has terminated discussions with all other parties regarding a potential offer for the Company and, consequently, the Company is no longer in an offer period.
Commenting on the Merger, Bruce Dingwall CBE, the Executive Chairman of Trinity, said:
"New Trinity will be the leading Trinidad-focused independent E&P company offering investors an attractive balance of existing production, near-term production growth from low risk development opportunities and exciting exploration prospects."
 
Finian O'Sullivan, Chairman of Bayfield, said:
"The proposed merger offers shareholders the benefits of diversification and scale from an enlarged producing asset base while retaining significant exposure to material near-term potential."

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