CALGARY, April 20, 2016/CNW/ - Bankers Petroleum Ltd. ('Bankers' or the 'Company') (TSX: BNK, AIM: BNK) is pleased to announce that it has filed its Management Information Circular (the 'Circular') and related proxy materials on SEDAR and its website (www.bankerspetroleum.com), in advance of the Company's special meeting of shareholders to be held on May 31, 2016(the 'Special Meeting'). The purpose of the Special Meeting is to seek approval of the proposed plan of arrangement (the 'Arrangement') with affiliates of Geo-Jade Petroleum Corporation ('Geo-Jade').
As previously announced on March 20, 2016, Bankers has entered into a definitive agreement (the 'Arrangement Agreement') with affiliates of Geo-Jade for the purchase of all the issued and outstanding common shares of Bankers ('Bankers Shares') at a cash price of C$2.20per Bankers Share. If approved at the Special Meeting, closing of the Arrangement remains on track to occur in late June 2016, following which, the Bankers Shares will be delisted from the Toronto Stock Exchange ('TSX') and the AIM market of the London Stock Exchange.
Bankers' shareholders of record on April 19, 2016will receive notice of and be entitled to vote at the Special Meeting. The Arrangement must be approved by the holders of not less than 66⅔% of the Bankers Shares present in person or represented by proxy at the Special Meeting. Shareholders are encouraged to read the Circular as it provides important information about Bankers and the Arrangement.
Benefits of the Arrangement include:
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Cash price of C$2.20per Bankers Share
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Bankers debt will be handled separately by the purchasing Company and will not affect the stated purchase price of $2.20per Bankers Share
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The Arrangement is an opportunity for shareholders to crystalize value representing a premium of 98% over Bankers' closing share price on the TSX of C$1.11on March 18, 2016, and 109% over the 30-trading day volume weighted average trading price of Bankers Shares of C$1.05per share ending on March 18, 2016
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The Arrangement has received the unanimous approval of the Board of Directors of Bankers and carries the full support of Bankers' Management team
Shareholder Voting:
Bankers' Board of Directors unanimously recommends that shareholders vote in favor of the Arrangement.
Shareholders who have questions regarding the Arrangement or require assistance with voting may contact the Proxy Solicitation Agent below:
Laurel Hill Advisory Group
Toll Free: 1-877-452-7184
International: +1 416-304-0211 outside Canadaand the US
By Email: [email protected]
Special Meeting for Shareholders:
The Special Meeting will be held at The Metropolitan Centre (Strand/Tivoli Rm), 333 4 Avenue SW, Calgary, Albertaon Tuesday, May 31, 2016at 3:00 p.m.(Calgarytime).
Bankers will provide further information with respect to the timing of closing of the Arrangement and the delisting of the Bankers Shares from the TSX and AIM as updates become available
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About Bankers Petroleum Ltd.
Bankers Petroleum Ltd. is a Canadian-based oil and gas exploration and production company focused on developing large oil and gas reserves in Albaniaand Eastern Europe. In Albania, Bankers operates and has the full rights to develop the Patos-Marinza heavy oilfield, has a 100% interest in the Kuçova oilfield, and a 100% interest in Exploration Block 'F'. In 2015 Bankers acquired an 85% interest in the rights to explore the Püspökladány Block concession within the Pannonian Basin located in north eastern Hungary. The Bankers Shares are traded on the TSX and the AIM Market in London, Englandunder the stock symbol BNK.
Caution Regarding Forward-looking Information
Certain information set forth in this press release, including information and statements which may contain words such as 'could', 'plans', 'intends' 'should', 'anticipate', 'expects', 'will', 'propose', 'opportunity', 'future', 'continue', and similar expressions and statements relating to matters that are not historical facts, contain forward-looking statements, including but not limited to statements regarding: the proposed Arrangement and the anticipated timing of closing, and the timing of the Special Meeting. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Bankers' control. Completion of the Arrangement is subject to a number of conditions, including receipt of the approval's required by the Investment Canada Act (Canada) and approvals required by the People's Republic of Chinaand the competition authority of Albania, and other conditions which are typical for transactions of this nature. Failure to satisfy any of these conditions, the emergence of a superior proposal or the failure to obtain approval of Bankers' shareholders may result in the termination of the Arrangement Agreement. The foregoing list is not exhaustive. Additional information on these and other risks that could affect completion of the Arrangement is set forth in the information circular in respect of the Special Meeting, which is available on SEDAR at www.sedar.com. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The actual results, performance or achievement of Bankers could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that Bankers will derive therefrom. Bankers disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
SOURCE Bankers Petroleum Ltd.