REG-Bankers Petroleum Limited: Acquisition(s) <Origin Href="QuoteRef">BNK.TO</Origin>

Big Banc SplitAnnouncement

21/04/2016 07:05

Bankers Petroleum files information circular in connection with special meeting
of shareholders to consider acquisition by Geo-Jade

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 (http://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$2.20 per 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, 2016 will receive notice of and be
entitled to vote at the Special Meeting. The Arrangement must be approved by
the holders of not less than 66?% 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:

  * Cash price of C$2.20 per Bankers Share
  * Bankers debt will be handled separately by the purchasing Company and will
    not affect the stated purchase price of $2.20 per Bankers Share
  * 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$1.11 on March 18, 2016, and 109% over the 30-trading day volume
    weighted average trading price of Bankers Shares of C$1.05 per share ending
    on March 18, 2016
  * 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 Canada and the US
By Email: assistance@laurelhill.com

Special Meeting for Shareholders:

The Special Meeting will be held at The Metropolitan Centre (Strand/Tivoli Rm),
333 4th Avenue SW, Calgary, Alberta on Tuesday, May 31, 2016 at 3:00 p.m.
(Calgary time).

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 Albania
and 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, England
under 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 China and 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 http://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.


 

David French, President and Chief Executive Officer, (403) 513-6930; Doug Urch,
Executive VP, Finance and Chief Financial Officer, (403) 513-2691; Laura
Bechtel, Investor Relations & Corporate Communications Specialist, (403)
513-3428; Email: investorrelations@bankerspetroleum.com, Website:
www.bankerspetroleum.com; AIM NOMAD: Canaccord Genuity Limited, Henry
Fitzgerald-O'Connor, +44 0 207 523 8000; AIM BROKER: FirstEnergy Capital LLP,
Hugh Sanderson / David van Erp, +44 0 207 448 0200


 



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