Kerman & Co advises Columbus Energy Resources PLC on its all-share merger with Bahamas Petroleum Company PLC
Kerman & Co advised its long-standing AIM-quoted client, Columbus Energy Resources PLC (Columbus) (AIM: CERP), an oil and gas E&P company focused on onshore Trinidad and Suriname, in connection with its recommended all-share merger (Merger) with AIM-quoted Bahamas Petroleum Company PLC (BPC), which was implemented by a Court-sanctioned scheme of arrangement (Scheme) under Part 26 of the Companies Act 2006.
BPC is an AIM-quoted oil and gas exploration company focused on offshore exploration licences located in the southern territorial waters of The Bahamas.
The Merger was carried out by way of a share for share exchange offer made by BPC for the entire issued and to be issued ordinary share capital of Columbus. Pursuant to the terms of the Merger, holders of ordinary shares of Columbus were entitled to receive a 0.803 new share in BPC for each Scheme share they held in Columbus as at the Scheme record date. The offer represented a premium of 11% to the closing price of Columbus shares immediately before the parties’ joint announcement of the Merger on 11 June 2020. Following approval of the Scheme by the shareholders of Columbus and with the sanction by the Court, the Scheme became effective on 7 August 2020. The admission to trading of Columbus shares on AIM was cancelled on 10 August 2020.
It is believed that the Scheme was the first scheme of arrangement that went before the Court for sanction following the Corporate Insolvency and Governance Act 2020 (CIGA) coming into force, therefore it is expected that the judgement contains important guidelines for future schemes of arrangements during the COVID-19 period.
The Kerman & Co team was led by Joan Yu (Partner, Corporate) and James Thorndyke (Partner, Dispute Resolution), supported by Coral Yu (Associate Solicitor) and Philippa Kwok (Trainee Solicitor).
Commenting on the deal, Joan Yu said “We are delighted to have advised the Columbus management team on this strategic merger with BPC. We wish the team well in their future endeavours.”
Tony Hawkins, former CEO of Columbus, commented: “Columbus is very pleased to have completed the merger with BPC, which we believe will be for the benefit of both parties shareholders and other stakeholders. To have started, negotiated and then completed the merger during the Covid-19 lockdown was particularly challenging and it would not have been possible without the professionalism and hard work of Kerman’s and our other advisers.”
Leo Koot, former Executive Chairman of Columbus, commented: “I would like to thank our shareholders for their support during the merger process and also thank the Columbus team and the BPC team for all their work in implementing the merger. I look forward to the new, enlarged BPC group progressing and growing our various assets across the Caribbean.“
VSA Capital acted as the Rule 3 Adviser to Columbus.