The Board of Directors of Bankers Petroleum Ltd. has unanimously approved a proposal to split Bankers into two separate public companies. One company will have a continued focus on heavy oil in Albania, and the other company will be a North American shale gas resource company.
With the recent success in Oklahoma, the Company has determined that the timing is right for Bankers' U.S. assets to be restructured into a separate newly-formed public entity, BNK Petroleum Inc. This transaction is designed to enhance shareholder value by creating two separate companies, which have exposure to significant upside potential. The proposed corporate reorganization will be completed by way of a plan of arrangement pursuant to the Business Corporations Act (British Columbia) (the "Plan") and will require the approval of Bankers' shareholders.
"The two asset bases have different risk profiles and typically appeal to different types of investors, both geographically and sectorally," said Bob Cross, Chairman. "Overall value will be enhanced by allowing each company to develop its own shareholder base through the execution of distinct business plans. We now have experienced stand-alone management teams that are delivering on their business objectives."
Pursuant to the Plan, Bankers' shareholders will receive shares of BNK-US on a basis that is proportional to their interest in Bankers. Every Bankers shareholder will receive one share in BNK-US for every 10 common shares held in Bankers, as at the record date to be set for early July. With respect to outstanding Bankers' common share purchase warrants, their respective exercise price will be reduced in accordance with the terms of the applicable common share purchase warrant indenture by an amount on a per share basis to reflect the fair market value of the U.S. assets that are being spun into BNK. All such warrants, as adjusted, will remain exercisable only into common shares of Bankers. In the event a warrant holder wishes to participate in the Plan and receive common shares of BNK, a warrant holder will need to exercise his warrants prior to the effective date of the Plan to acquire Bankers common shares. Such acquired Bankers common shares will participate in the Plan on the same basis as all other Bankers common shares.
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