This announcement is not an admission document. This announcement does not constitute or form part of, and should not be construed as, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company or securities in any other entity nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto. This announcement does not constitute a recommendation regarding any securities.
Any investment decision must be made exclusively on the basis of the final admission document and any supplement thereto to be published by the Company (the "Admission Document"). A copy of the Admission Document will be available on the Company's website following publication of the Admission Document.
25 January 2013
Bayfield Energy Holdings plc today announces that, in connection with the proposed merger with Trinity Exploration & Production Limited (the "Merger"), it has conditionally raised gross proceeds of US$90 million through the issue of 47,500,000 new ordinary shares ("Placing Shares") at a price of
120 pence per share (the "Placing"). The price and number of Placing Shares reflect the proposed 1 for 10 share consolidation referred to in the Admission Document.
The proceeds will be used to accelerate the enlarged group's work programme which is expected to grow net production to 5,000 barrels of oil per day ("bopd") by the end of 2013 and includes six exploration wells targeting net unrisked best estimate prospective resources of 46 million barrels of oil equivalent in 2013 and 2014. The enlarged group will be fully funded to fulfil its existing licence obligations and the assets are expected to generate strong cash flows for re-investment.
Completion of the Merger and Placing is subject to a Bayfield shareholder vote in respect of which irrevocable undertakings representing 50.54 per cent. of the issued share capital of Bayfield to vote in favour of the resolution to approve the Merger have been received.
Upon completion of the Merger and Placing, expected to be on 14 February 2013, the Company will be renamed Trinity Exploration & Production plc and there will be a new ISIN and TIDM (ISIN: GB00B8JG4R91 / TIDM: TRIN).
It is expected that the Admission Document, containing a formal notice convening a general meeting to be held on 13 February 2013, will be published and posted to shareholders as soon as possible.
Monty Pemberton, Chief Executive of Trinity Exploration & Production Limited and the proposed Chief Executive of Trinity Exploration & Production plc, said:"We are pleased to have secured our targeted funding and particularly encouraged by the broad institutional participation. Through the oversubscribed offering, we are now fully funded to accelerate the delivery of the significant upside that exists in the combined portfolio, as well as pursue an active exploration programme."
Bruce Dingwall, Chairman of Trinity Exploration & Production Limited and the proposed Chairman of Trinity Exploration & Production plc, said:"Trinity is the leading independent E&P company focused on Trinidad & Tobago and the successful placing and re-admission gives the merged business the best possible start to 2013. We can now set about the business of delivering growth and creating value for the unified shareholder base."
Finian O'Sullivan, Executive Chairman of Bayfield Energy, said:"Securing the full US$90 million funding target demonstrates the market's confidence in the quality of the Group's combined asset base and its management team. The price reflects the continuing challenging conditions for new issues. We believe that establishing a sound financial position and the immediate acceleration of the Group's exploration and development programme will realise significant upside potential for shareholders in the near to mid-term."
Expected Timetable