REG - Barryroe Offshore - Investment, Scheme of Arrangement and Board Update
02/10/2023 15:30
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RNS Number : 4174O Barryroe Offshore Energy PLC 02 October 2023
Barryroe Offshore Energy Plc (in Examination under Part 10 of the Companies
Act, 2014)
2 October 2023
Investment, Proposals for a Scheme of Arrangement and Resignation of the Board
This is an announcement in relation to Barryroe Offshore Energy Plc (in
Examination under part 10 of the Companies Act 2014) ("the Company") pursuant
to Section 540(11) of the Companies Act 2014 (the Act).
By way of background, on 21 July 2023, a petition was presented to the High
Court in Dublin to place the Company into Examinership. Kieran Wallace of
Interpath Advisory was appointed Examiner of the Company on 31 July 2023
following confirmation by the High Court. As required by the Act, the Examiner
has formulated proposals for a Scheme of Arrangement for the Company ("the
Proposals"), full details of which will be finalised and announced later this
week, along with Notices of Meetings of Shareholders and of Creditors.
In connection with the Proposals the Examiner has secured a commitment for an
investment by Lorsden (Jersey) Limited, a company incorporated in Jersey
(registered number: 101680), whose registered office is at 2nd Floor, The Le
Gallais Building, 54 Bath Street, St Helier, Jersey, JE1 1FW ("the Investor").
The Investor is the parent company of Vevan Unlimited Company, which is
currently the Company's largest shareholder.
Pursuant to an Investment Agreement executed between the Company, the Examiner
and the Investor dated 28 September 2023, the Investor will make available to
the Company €1,050,000 ("the Investor Subscription Monies"). The Investor
has also advanced a loan of €300,000 (the "Deferred Loan Monies") to the
Company to enable the Company to fully explore the restructuring options
available to it. In addition, the Investor has committed to make available
further funding in the amount of €5,000,000 upon agreement of an appropriate
business plan, to be supplemented in due course by substantial additional
funds as required to invest in future business plan prospects.
The Proposals will be put to meetings of creditors and members and are subject
to confirmation by the High Court. If the Proposals are approved, the Company
will issue to the Investor new shares subscribed for using the Subscription
Monies (together the Investor Subscription Monies and the Deferred Loan
Monies) and register the Investor as the holder of such new shares in its
register of members.
Completion of this initial investment is conditional upon the cancellation of
all of the existing issued, allotted and to be issued share capital of the
Company by order of the Court, pursuant to section 541 and / or section 542 of
the Act and upon the Proposals being confirmed by order of the Court in a
final judicial determination pursuant to section 541 of the Companies Act. In
consequence of the Proposals, upon the cancellation of all existing share
capital it is expected that admission of the Company's shares to trading on
AIM and Euronext Growth will also be cancelled.
The entire Board of Directors of the Company has committed to stand down as
soon as practicable following the implementation of the Proposals, and in any
event not later than 30 November 2023. The Company also announces that Colin
Christie has stood down as Chief Financial Officer and has now left the
Company. The Board wishes to extend its appreciation for Mr Christie's
significant contribution over the last 11 months, most especially as regards
the efforts made to secure further funding for the business.
Ends
INVESTOR ENQUIRIES:
Barryroe Offshore Energy Plc (in Examination)
investors@barryroeoffshoreenergy.com
Alan Curran, Chief Executive
J & E Davy
Tel: +353 1 679 6363
Anthony Farrell
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