Download our Admission Document (PDF Format)

444 Pages·2012·10.68 MB·English

by  Merrill Corporation

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the
contents of this document or as to the action you should take, you are recommended to seek your own personal financial advice
immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the
Financial Services and Markets Act 2000 (as amended), who specialises in advising on the acquisition of shares and other securities.
If you have sold or transferred your Existing Unconsolidated Ordinary Shares you should send this document, along with the
Form of Proxy, at once to the purchaser or transferee or the stockholder or other agent through whom the sale or transfer was
effected for transmission to the purchaser or transferee. However, the foregoing documents must not be distributed, forwarded or
transmitted in or into any Restricted Jurisdiction. If you have sold or transferred only part of your holding of Existing Unconsolidated
Ordinary Shares you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or
transfer was effected.
This document, which comprises an AIM admission document drawn up in accordance with the AIM Rules, has been issued in
connection with the application for admission to trading of the Enlarged Share Capital on AIM. This document contains no offer to
the public within the meaning of section 102B of FSMA, the Act or otherwise. Accordingly, this document does not comprise a
prospectus within the meaning of section 85 of FSMA and has not been drawn up in accordance with the Prospectus Rules or
approved by or filed with the Financial Services Authority or any other competent authority.
Application will be made for the Enlarged Share Capital to be admitted to trading on AIM, a market operated by the London
Stock Exchange. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be
attached than to larger or more established companies. AIM securities are not admitted to the Official List of the UK Listing Authority.
A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after
careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant
to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London
Stock Exchange on Admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock
Exchange has not itself examined or approved the contents of this document.
The Company, its Directors and the Proposed Directors (whose names and functions appear in paragraph 13 of Part I of this
document) accept responsibility for the information contained in this document and for compliance with the AIM Rules for
Companies. To the best of the knowledge of the Company, the Directors and the Proposed Directors (who have taken all reasonable
care to ensure that such is the case), the information contained in this document is in accordance with the facts and contains no
omission likely to affect its import.
The whole of this document should be read. Attention is drawn in particular to the ‘‘Risk Factors’’ set out in Part IV of this
document.
BAYFIELD ENERGY HOLDINGS PLC
(Incorporated and registered in England and Wales under the Companies Act 2006 with registered number 07535869)
Proposed merger with Trinity Exploration & Production Limited
Proposed 1 for 10 Share Consolidation
Proposed placing of 47,500,000 new Consolidated Ordinary Shares at 120p per share
Proposed change of name to Trinity Exploration & Production plc
Admission of the Enlarged Share Capital to trading on AIM
Notice of General Meeting
Financial Adviser to
Nominated Adviser & Co-lead Manager, Joint Trinity and Joint
Joint Broker Broker & Financial Adviser Bookrunner Joint Bookrunner
Seymour Pierce FirstEnergy Capital LLP RBC Capital Markets Jefferies International
Limited
The Placing Shares and the Consideration Shares will rank pari passu in all respects with the Consolidated Ordinary Shares and
will rank in full for all dividends or other distributions declared, made or paid on the Consolidated Ordinary Shares after Admission.
It is expected that Admission will take place and that trading in the Consolidated Ordinary Shares will commence on AIM on
14 February 2013.
Seymour Pierce Limited (‘‘Seymour Pierce’’), which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting, up to Admission, as nominated adviser and joint broker to the Company in connection with the
Proposals and will not be acting for any other person or otherwise be responsible to any person for providing the protections afforded
to customers of Seymour Pierce or for advising any other person in respect of the Proposals. Seymour Pierce’s responsibilities as the
Company’s nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the
Company or to any Director, Proposed Director or to any other person in respect of such person’s decision to acquire shares in the
Company in reliance on any part of this document. Seymour Pierce has not authorised the contents of any part of this document and
neither accepts liability for the accuracy of any information or opinions contained in this document nor for the omission of any
material information from this document for which the Company, the Directors and Proposed Directors are responsible. No
representation or warranty, express or implied, is made by Seymour Pierce as to any of the contents of this document (without
limiting the statutory rights of any person to whom this document is issued).
FirstEnergy Capital LLP (‘‘FirstEnergy’’), which is authorised and regulated in the United Kingdom by the Financial Services
Authority, is acting as financial adviser and co-lead manager and, up to Admission, joint broker to the Company in connection with
the Proposals and will not be acting for any other person or otherwise be responsible to any person for providing the protections
afforded to customers of FirstEnergy or for advising any other person in respect of the Proposals. FirstEnergy has not authorised the
contents of any part of this document and neither accepts liability for the accuracy of any information or opinions contained in this
document nor for the omission of any material information from this document for which the Company, the Directors and Proposed
Directors are responsible. No representation or warranty, express or implied, is made by FirstEnergy as to any of the contents of this
document (without limiting the statutory rights of any person to whom this document is issued).
RBC Europe Limited (trading as RBC Capital Markets) (‘‘RBC’’), which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting as financial adviser to Trinity in connection with the Proposals and joint bookrunner to the
Company in connection with the Placing and will not be acting for any other person or otherwise be responsible to any person for
providing the protections afforded to customers of RBC or for advising any other person in respect of the Proposals. RBC has not
authorised the contents of any part of this document and neither accepts liability for the accuracy of any information or opinions
contained in this document nor for the omission of any material information from this document for which the Company, the
Directors and Proposed Directors are responsible. No representation or warranty, express or implied, is made by RBC as to any of
the contents of this document (without limiting the statutory rights of any person to whom this document is issued).
Jefferies International Limited (‘‘Jefferies’’), which is authorised and regulated in the United Kingdom by the Financial Services
Authority, is acting as joint bookrunner to the Company in connection with the Placing and will not be acting for any other person or
otherwise be responsible to any person for providing the protections afforded to customers of Jefferies or for advising any other
person in respect of the Proposals. Jefferies has not authorised the contents of any part of this document and neither accepts liability
for the accuracy of any information or opinions contained in this document nor for the omission of any material information from this
document for which the Company, the Directors and Proposed Directors are responsible. No representation or warranty, express or
implied, is made by Jefferies as to any of the contents of this document (without limiting the statutory rights of any person to whom
this document is issued).
Notice to prospective investors in Switzerland
This document is being made available in Switzerland to a limited circle of selected investors only. Such prospective investors
will be individually approached by the Company in the context of the Placing from time to time. The Placing Shares are not being
offered to the public in or from Switzerland, and neither this document, nor any other offering materials relating to the Placing
Shares may be distributed in connection with any such public offering. This document does not constitute an issuance prospectus
within the meaning of Article 652a of the Swiss Code of Obligations. Each copy of this document is addressed in Switzerland to a
specifically named recipient and shall not be passed on to a third party.
Notice to prospective investors in France
This document is being made available in France to qualified investors and a restricted circle of investors only and accordingly,
and pursuant to Article 211-3 of the General Regulation of the Autorite´ des Marche´s Financiers (‘‘AMF’’), the attention of potential
investors is drawn to the following:
(cid:127) the offering is not subject to the requirement of a prospectus to be submitted to the AMF for approval ;
(cid:127) the offering is addressed exclusively to the persons or entities referred to in II 2(cid:1) of Article L. 411-2 of the financial and
monetary code (qualified investors and restricted circle of investors), who may only take part in the offering acting for their
own account in accordance with Articles D. 411-1, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of the financial and monetary
code; and
(cid:127) any securities acquired in the context of this offering may not subsequently be distributed to the public in France, either
directly or indirectly, other than in accordance with Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the
financial and monetary code.
The Company draws the attention of potential investors to the fact that this communication is not a recommendation to sell or
purchase any investment.
Notice to prospective investors in Trinidad and Tobago
Disclosure as to purpose of document and limitation on circulation:
This document has been prepared by the Company solely for use in connection with the proposed offering of the Placing Shares
described in this document.
These Placing Shares will be or have been issued in Trinidad and Tobago on a limited offering basis exempt from registration
under the Securities Act, 2012 of the laws of Trinidad and Tobago (the ‘‘Securities Act’’) and may not be offered, resold, distributed or
otherwise transferred to a person in Trinidad and Tobago if such offer, resale, distribution or transfer would cause or require the
Placing Shares or the Company to be registered with the Trinidad and Tobago Securities& Exchange Commission in accordance with
the Securities Act.
This document is personal to each offeree and does not constitute an offer to any other person or to the public generally to
subscribe for or otherwise acquire securities. Distribution of this document to any other person other than the prospective investor
and any person retained to advise such prospective investor with respect to its purchase is unauthorized, and any disclosure of any of
its contents, without the Company’s prior written consent, is prohibited. Each prospective investor, by accepting delivery of this
document, agrees to the foregoing and to make no photocopies of this document or any documents referred to in this document.
The Company has not authorised the making or provision of any representation or information regarding the Company or the
Placing Shares to any person other than as contained in this document. Any such representation or information should not be relied
upon as having been authorised by the Company or any of its affiliates. Neither the delivery of this document nor the offering, sale
nor delivery of any Placing Shares shall under any circumstances imply that there has been no change in the business, results of
operations, financial condition or prospects of the Company since the date of this document.
Absence of evaluation of security:
The Trinidad and Tobago Securities and Exchange Commission has not in any way evaluated the merits of the Placing Shares
distributed hereunder and any representation to the contrary is an offence.
Restrictions on the transferability of the securities:
The Placing Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as
permitted under the Securities Act and other applicable securities laws in Trinidad and Tobago. The Placing Shares will be subject to
restrictions on resale and transfer as described below under ‘‘Transfer Restrictions’’. By purchasing any Placing Shares, you will be
deemed to have represented and warranted that to the effect set forth in, and agreed to, all the provisions contained in that section of
this document.
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Consultation with advisors:
In making an investment decision, prospective investors must rely on their own examination of the Placing Shares and the terms
of the offering, including the merits and risks involved. Prospective investors should not construe anything in this document as legal,
business or tax advice. Each prospective investor should consult its own advisors as needed to make its investment decision and to
determine whether it is legally permitted to purchase the Placing Shares under applicable legal investment or similar laws or
regulations.
Availability of further documentation:
This document contains summaries believed to be accurate with respect to certain documents, but reference is made to the
actual documents for complete information. All such summaries are qualified in their entirety by such reference. Copies of certain
documents referred to herein will be made available to prospective investors upon request to the Company.
Transfer restrictions:
The terms ‘limited offering’ ‘distribution’, ‘offer to sell’, ‘reporting issuer’, ‘prospectus’, ‘sale’, and ‘accredited investor’ shall
bear the same meanings as are assigned to them in the Securities Act.
The Placing Shares shall be offered to accredited investors not exceeding thirty-four (34)persons in the aggregate in accordance
with Section 79(1)(m) of the Securities Act and shall be followed by a statement to the TTSEC of such distribution within ten
(10)days of same or within ten (10)days of the first distribution if distribution is completed over a period exceeding ten (10)days.
The distribution of the Placing Shares shall not be accompanied by an advertisement other than an announcement of its completion
as prescribed by the TTSEC and no selling or promotional expenses shall be paid or incurred in connection with the distribution
except for professional services or services performed by the Company.
Pursuant to Section79(1) of the Securities Act, the Company is exempt from filing a prospectus with the TTSEC.
Unless a proposed sale or distribution of the Placing Shares by a purchaser is exempt from registration under the Securities Act,
no purchaser may distribute or offer to sell any Placing Shares without the prior written consent of the Company. The Company shall
not give its consent to a purchaser to distribute or offer to sell a Placing Share if such distribution or offer for sale would result in the
Company having to comply with Section73 of the Securities Act.
No purchaser may distribute or offer to sell any Placing Shares if such distribution or offer for sale will result in the purchaser of
the Placing Shares not being an accredited investor or the number of holders to exceed thirty-four accredited investors in aggregate.
Each purchaser of the Placing Shares offered and sold in Trinidad and Tobago will be deemed to have represented and agreed
as follows: the purchaser (i) is an accredited investor, (ii) is aware that the sale to it is being made in accordance with
Section79(1)(m) of the Securities Act and (iii)is acquiring such Placing Shares for its own account or for the account of an accredited
investor.
Each purchaser understands and acknowledges that the Placing Shares are being offered in a transaction involving a limited
offering in Trinidad and Tobago within the meaning of the Securities Act, that the Placing Shares have not been, and except as
described in the prospectus, will not be registered under the Securities Act or any other applicable securities law and may not be
offered, sold or otherwise transferred in Trinidad and Tobago unless exempt from registration under the Securities Act or any other
applicable securities law. By acquiring the Placing Shares, each purchaser agrees that (A)if in the future the purchaser decides to
offer, resell, pledge or otherwise transfer any of the Placing Shares, such Placing Shares may only be offered, sold, pledged or
otherwise transferred pursuant to an exemption from registration and from the filing of a prospectus under the Securities Act, and
(B)the purchaser will, and will require each subsequent holder to, notify any subsequent purchaser of such Placing Shares from it of
the resale restrictions referred to in (A)above.
Notice to prospective investors in the US
The Placing Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the
‘‘US Securities Act’’) and, subject to certain exceptions, may not be directly or indirectly offered, sold, delivered or transferred into or
within the United States. This document is not for distribution in or into the United States and does not constitute an offer to sell, or
the solicitation of an offer to buy any Placing Shares in the United States. The Placing Shares will be offered and sold outside the
United States in reliance on Regulation S under the US Securities Act and in the United States to certain accredited investors (as
defined in Regulation D under the US Securities Act) in reliance on an exemption from the registration requirements of the
US Securities Act. The Placing Shares have not been approved or disapproved by the United States Securities and Exchange
Commission, any state securities commission in the United States or any other regulatory authority in the United States, nor have any
of the foregoing authorities passed upon or endorsed the merit of the offer of the Placing Shares or the accuracy or adequacy of this
document. Any representation to the contrary is a criminal offence in the United States.
Notice to prospective investors in Canada
The information contained herein is not, and under no circumstances is to be construed as, a prospectus, an advertisement, a
public offering, an offer to sell the Placing Shares described herein, solicitation of an offer to buy the Placing Shares described herein,
in Canada or any province or territory thereof. Any offer or sale of the Placing Shares described herein in Canada will be made only
under an exemption from the requirements to file a prospectus with the relevant Canadian securities regulators and only by a dealer
properly registered under applicable securities laws or, alternatively, pursuant to an exemption from the dealer registration
requirement in the relevant province or territory of Canada in which such offer or sale is made. Under no circumstances is the
information contained herein to be construed as investment advice in any province or territory of Canada and is not tailored to the
needs of the recipient. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon
these materials, the information contained herein or the merits of the Placing Shares described herein and any representation to the
contrary is an offence.
Purchasers’rights
The following statutory rights of action for damages or rescission will only apply to a purchase of securities of the Company in
the event that this document is deemed to be an offering memorandum pursuant to applicable securities legislation in the Province of
iii
Ontario. These remedies, or notice with respect thereto, must be exercised, or delivered, as the case may be, by the purchaser within
the time limits prescribed by the applicable provisions of such provincial securities legislation. Purchasers should refer to such
applicable securities legislation for the complete text of these rights or consult with a legal adviser. Where used in this section,
‘‘misrepresentation’’ means an untrue statement of a material fact or an omission to state a material fact that is required to be stated
or that is necessary to make a statement not misleading in light of the circumstances in which it was made.
Ontario
Securities legislation in Ontario provides that when an offering memorandum is delivered to an investor to whom securities are
distributed in reliance upon the ‘‘accredited investor’’ prospectus exemption provided in Section 2.3 of National Instrument 45-106—
Prospectus and Registration Exemptions (the ‘‘Accredited Investor Exemption’’), the right of action described below is applicable,
unless the prospective purchaser is: (a) an association governed by the Cooperative Credit Associations Act (Canada) or a central
cooperative credit society for which an order has been made under Section 473(1) of that Act; (b) a bank, loan corporation, trust
company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services corporation, or
league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a
jurisdiction in Canada; (c) a Schedule III bank, meaning an authorized foreign bank named in Schedule III of the Bank Act
(Canada); (d) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act
(Canada); or (e) a subsidiary of any person referred to in paragraphs (a), (b), (c) or (d), if the person owns all of the voting securities
of the subsidiary, except the voting securities required by law to be owned by the directors of the subsidiary.
Where an offering memorandum that contains a misrepresentation is delivered in connection with a trade made in reliance on
the Accredited Investor Exemption or certain other exemptions available under applicable securities legislation in Ontario, a
purchaser who purchases a security offered by the offering memorandum during the period of distribution will have, without regard
to whether the purchaser relied on the misrepresentation, a statutory right of action for damages against the issuer and a selling
security holder on whose behalf the distribution was made or, while still the owner of securities against the issuer or selling security
holder on whose behalf the distribution was made for rescission. If the purchaser elects to exercise the right of rescission, the
purchaser will have no right of action for damages. The right of action will be exercisable by the purchaser only if the purchaser
commences the action, in the case of any action for rescission, not more than 180 days after the date of the transaction that gave rise
to the cause of action and in the case of any action, other than an action for rescission, before the earlier of: (i) 180 days after the
plaintiff first had knowledge of the facts giving rise to the cause of action, or (ii) three years after the date of the transaction that gave
rise to the cause of action.
A defendant shall not be liable for a misrepresentation if it proves that the purchaser purchased the securities with knowledge
of the misrepresentation. In an action for damages, the defendant shall not be liable for all or any portion of the damages that the
defendant proves do not represent the depreciation in value of the securities as a result of the misrepresentation relied upon. In no
case shall the amount recoverable for the misrepresentation that exceeds the price at which the securities were offered.
Disclosure provided herein in respect of barrel of oil equivalent (boe) may be misleading, particularly in isolation. Where
amounts are expressed on a boe basis, natural gas volumes have been converted to a boe at a ratio of 6,000 cubic feet of natural gas to
one boe. This conversion ratio is based upon an energy equivalent conversion method primarily applicable at the burner tip and does
not represent value equivalence at the wellhead. Information relating to Reserves is deemed to be forward-looking information, as it
involves the implied assessment, based on certain estimates and assumptions about the profitable production of the Reserves
described. All Reserve and Resource data disclosed in this document (including the Trinity CPR and the Bayfield CPR) is not
prepared in compliance with the Canadian National Instrument NI 51-101.
Notice to other investors
This document does not constitute an offer to sell, or a solicitation of an offer to buy, Placing Shares in any jurisdiction in which
such offer or solicitation is unlawful. In particular, this document is not for public distribution in Republic of South Africa, Australia
or Japan. The Placing Shares have not been and will not be registered or qualified for distribution to the public under the securities
legislation of any province or territory of Republic of South Africa, Australia or Japan or in any country, territory or jurisdiction
where to do so may contravene local securities law or regulations. Accordingly, the Placing Shares may not, subject to certain
exemption, be offered or sold directly or indirectly in or into South Africa, Australia or Japan.
The distribution of this document in certain jurisdictions may be restricted by law and therefore persons into whose possession
this document comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
Notice convening a general meeting of Bayfield to be held at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street,
London EC2A 2HA at 1.00p.m. on 13 February 2013 is set out at the end of this document. The enclosed Form of Proxy for use at the
General Meeting should be completed and returned to Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU as
soon as possible and to be valid must arrive no later than 1.00 p.m. on 11 February 2013. Completion and return of Forms of Proxy will
not preclude Shareholders from attending and voting at the General Meeting should they so wish. Alternatively, eligible Shareholders
may use the CREST Proxy Voting Service, details in respect of which are contained in the notice of General Meeting.
Copies of this document will be available free of charge during normal business hours on any weekday (except Saturdays,
Sundays and public holidays) from the Company’s registered office from the date of this document until the date which is one month
from the date of Admission. A copy of this document will also be available from the Company’s website—www.bayfieldenergy.com
(up to Admission) or www.trinityexploration.com (following Admission).
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CONTENTS
CLAUSE PAGE
FORWARD LOOKING STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SOURCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
EXCHANGE RATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
RESERVES AND RESOURCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SHARE CAPITAL AND PLACING STATISTICS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
EXPECTED TIMETABLE OF PRINCIPAL EVENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
DIRECTORS, SECRETARY AND ADVISERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
PART I—LETTER FROM THE CHAIRMAN OF BAYFIELD . . . . . . . . . . . . . . . . . . . . . . . . . 8
PART II—FURTHER INFORMATION ON THE TRINITY GROUP. . . . . . . . . . . . . . . . . . . . . 29
PART III—FURTHER INFORMATION ON THE BAYFIELD GROUP. . . . . . . . . . . . . . . . . . . 37
PART IV—RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
PART V—COMPETENT PERSON’S REPORT ON TRINITY . . . . . . . . . . . . . . . . . . . . . . . . . 63
PART VI—COMPETENT PERSON’S REPORT ON BAYFIELD . . . . . . . . . . . . . . . . . . . . . . . 147
PART VII—HISTORICAL FINANCIAL INFORMATION RELATING TO TRINITY AND
OILBELT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 240
TRINITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 240
UNAUDITED INTERIM FINANCIAL INFORMATION RELATING TO TRINITY . . . . . . . 240
ACCOUNTANT’S REPORT ON THE HISTORICAL FINANCIAL INFORMATION
RELATING TO TRINITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 252
HISTORICAL FINANCIAL INFORMATION RELATING TO TRINITY . . . . . . . . . . . . . . . 254
OILBELT SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 296
FINANCIAL STATEMENTS OF OILBELT SERVICES FOR THE 7 MONTHS ENDED
31 JULY 2011. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 297
FINANCIAL STATEMENTS OF OILBELT SERVICES TO YEAR END 31 DECEMBER
2010. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 312
PART VIII—FINANCIAL INFORMATION ON THE BAYFIELD GROUP . . . . . . . . . . . . . . . . 326
PART IX—UNAUDITED PRO FORMA STATEMENT OF NET ASSETS OF THE ENLARGED
GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 327
PART X—FURTHER INFORMATION ON THE EXPLORATION AND PRODUCTION
INDUSTRY IN TRINIDAD AND TOBAGO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 329
PART XI—SUMMARY OF KEY LICENCES AND AGREEMENTS . . . . . . . . . . . . . . . . . . . . . 335
PART XII—ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 366
PART XIII—DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 420
PART XIV—GLOSSARY OF TECHNICAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 430
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FORWARD LOOKING STATEMENTS
This document includes statements that are, or may be deemed to be, ‘‘forward-looking statements’’.
These forward-looking statements can be identified by the use of forward-looking terminology, including
the terms ‘‘believes’’, ‘‘envisages’’, ‘‘estimates’’, ‘‘anticipates’’, ‘‘projects’’, ‘‘expects’’, ‘‘intends’’, ‘‘may’’,
‘‘will’’, ‘‘could’’, ‘‘seeks’’ or ‘‘should’’ or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These
forward-looking statements include matters that are not historical facts. They appear in a number of places
throughout this document and include statements regarding the Company’s, the Directors’ and the
Proposed Directors’ current intentions, beliefs or expectations concerning, amongst other things,
investment strategy, financing strategy, performance, results of operations, financial condition, liquidity,
prospects, growth, strategies and the industry in which the Enlarged Group will operate.
By their nature, forward-looking statements involve risks (including unknown risks) and uncertainties
because they relate to events and depend on circumstances that may or may not occur in the future.
Forward-looking statements are not an assurance of future performance. The Company’s actual
performance, results of operations, financial condition, liquidity and dividend policy and the development
of the business sector in which the Enlarged Group will operate, may differ materially from those
suggested by the forward-looking statements contained in this document. In addition, even if the
Company’s performance, results of operations, financial condition, liquidity and dividend policy and the
development of the industry in which the Enlarged Group will operate, are consistent with the forward-
looking statements contained in this document, those results or developments may not be indicative of
results or developments in subsequent periods.
Prospective investors are advised to read this entire document, including Part IV entitled ‘‘Risk
Factors’’, for a more complete discussion of the factors that could affect the Company’s future
performance and the industry in which the Enlarged Group will operate. In light of these risks,
uncertainties and assumptions, the events described in the forward-looking statements in this document
may or may not occur.
Any forward-looking statements in this document reflect the Company’s, the Directors’ and the
Proposed Directors’ current view with respect to future events and are subject to risks relating to future
events and other risks, uncertainties and assumptions relating to the matters referred to above. Prospective
investors should specifically consider the factors identified in this document which could cause actual
results to differ before making an investment decision. Other than in accordance with the Company’s
obligations under the AIM Rules for Companies, neither the Company nor Seymour Pierce nor
FirstEnergy nor RBC nor Jefferies undertakes any obligation to update or revise publicly any forward-
looking statements, whether as a result of new information, future events or otherwise.
Neither the forward-looking statements nor the underlying assumptions have been verified or audited
by any third party.
SOURCES
Information in Parts II and III pertaining to the petroleum assets in which the Enlarged Group will be
interested is derived from the Trinity CPR and Bayfield CPR which are included in their entirety in Parts V
and VI of this document. While the information in Parts II and III provides a summary of certain aspects
of the Trinity CPR and the Bayfield CPR, such reports include further details, as well as various
assumptions and qualifications and should therefore be read in their entirety.
Various market data and forecasts used in this document have been obtained from independent
industry sources. Neither the Company nor Seymour Pierce nor FirstEnergy nor RBC nor Jefferies has
verified the data, statistics or information obtained from these sources and cannot give any guarantee of
the accuracy or completeness of the data. Forecasts and other forward-looking information obtained from
these sources are subject to the same qualifications, risks and uncertainties as above.
Various figures and percentages in tables in this document have been rounded and accordingly may
not total. Certain financial data has also been rounded. As a result of this rounding, the totals of data
presented in this document may vary slightly from the actual arithmetical totals of such data.
All times referred to in this document are, unless otherwise stated, references to London time.
1
EXCHANGE RATES
All references to US$ are to US Dollars, £ are to UK Pounds Sterling and TT$ to Trinidad and Tobago
Dollars. Unless otherwise stated, the rates of exchange of US$1.00 = £0.63 and US$1.00 = TT$6.41 have
been used for the purposes of this document.
RESERVES AND RESOURCES
Unless otherwise stated, references in this document to Reserves are on a 2P basis, to Contingent
Resources are on a 2C basis and to Prospective Resources are on a ‘‘best’’ estimate basis. Unless otherwise
stated, references in this document to net Resources, net Contingent Resources or net Prospective
Resources are based on the WI share before the deduction of government royalty and Petrotrin over-riding
royalty.
Where amounts are expressed on a boe basis, the Directors and the Proposed Directors have
converted natural gas volumes to boe at a ratio of 6,000 cubic feet of natural gas to one boe.
All Reserve and Resource data disclosed in this document (including the Trinity CPR and the
Bayfield CPR) is not prepared in compliance with the Canadian National Instrument NI 51-101.
2
OVERVIEW
This summary is intended solely as an introduction to this document. Any decision to invest in
Existing Unconsolidated Ordinary Shares or Consolidated Ordinary Shares should be based on
consideration of this document as a whole. Attention is drawn in particular to the section headed ‘‘Risk
Factors’’ set out in Part IV of this document.
(cid:127) On 15 October 2012 Bayfield Energy Holdings PLC (‘‘Bayfield’’) announced it had reached a
conditional agreement with approximately 77 per cent. of the shareholders of Trinity Exploration &
Production Limited (‘‘Trinity’’) to merge with Trinity, with the enlarged group proposed to be
renamed Trinity Exploration & Production plc (the ‘‘Enlarged Group’’). Bayfield has since
conditionally agreed to acquire 100 per cent. of Trinity’s issued and to be issued share capital.
(cid:127) The Enlarged Group intends to seek admission to trading on AIM and has conditionally raised
gross proceeds of £57 million (approximately US$90 million) through the issue of the Placing
Shares pursuant to the Placing.
(cid:127) The Enlarged Group will be led by Bruce Dingwall CBE (current Chairman of Trinity) and Joel
‘‘Monty’’ Pemberton (current Chief Executive Officer of Trinity). The proposed Board and
executive team of the Enlarged Group will have an exceptional track record of building businesses
of scale and creating value for investors in the E&P sector.
(cid:127) The Enlarged Group’s initial focus will be on Trinidad, which is a prolific hydrocarbon province that
has been under-exploited and offers significant growth opportunities.
(cid:127) The Enlarged Group will be the leading Trinidad focused independent exploration and production
company, with a diverse portfolio of assets both offshore Trinidad’s East and West coasts and also
onshore. The Enlarged Group will operate all of its assets, allowing it to control its work
programme and capital budget.
(cid:127) The Enlarged Group’s management and operating team will be based in Trinidad and will have a
deep understanding of the local operating environment and business culture including strong
government, supply chain and other stakeholder relationships.
(cid:127) The Enlarged Group will have current production of approximately 3,965 bbl/d (net) (100 per cent.
oil).
(cid:127) As of 30 June 2012, the Enlarged Group had 2P Reserves of 31 MMBbl (net) (100 per cent. oil) and
2C Contingent Resources of 38 MMboe (net) (89 per cent. oil).
(cid:127) The Enlarged Group will pursue an active exploration programme with six offshore exploration
wells proposed to be drilled during 2013 and 2014 targeting net unrisked best estimate Prospective
Resources of 46 MMboe, based on the Directors’ estimates. The prospects proposed to be drilled
are located close to the Enlarged Group’s operated infrastructure, allowing for rapid
commercialisation upon success.
(cid:127) The Enlarged Group Board and management will own 21.61 per cent. of the Enlarged Share
Capital and therefore their interests will be well aligned with those of other Shareholders.
(cid:127) The Enlarged Group will also hold a three year exploration licence over the Pletmos Inshore Block
in South Africa. The block is situated off the south coast of South Africa covering an area of
approximately 10,800 km2 and is estimated to contain gross unrisked best estimate Prospective
Resources of 2.7 TCF. This asset is not expected to be a core area of focus for the Enlarged Group,
but offers the potential to add value.
(cid:127) The Enlarged Group will seek to grow its portfolio through mergers and acquisition opportunities
and new licensing rounds with onshore, offshore and deepwater bid rounds expected in Trinidad in
2013.
(cid:127) Following the Placing the Enlarged Group will be fully funded to fulfil its existing licence
obligations. The Enlarged Group’s assets are expected to generate strong cash flows and the
business is expected to be self-financing by the end of 2013.
(cid:127) The estimated net proceeds of the Placing of £50 million (approximately US$78 million) will be
used to accelerate the delivery of what the Directors and Proposed Directors believe to be
significant upside that exists in the combined portfolio.
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SHARE CAPITAL AND PLACING STATISTICS1
Placing Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120 pence
Number of Existing Unconsolidated Ordinary Shares in issue at date of
this document prior to the Share Consolidation2 . . . . . . . . . . . . . . . . . 216,479,450
Basis of the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 new Consolidated
Ordinary Share for every
10 Existing Unconsolidated
Ordinary Shares
Number of Consolidated Ordinary Shares in issue immediately after the
Share Consolidation and prior to the issue of the Placing Shares and
the Consideration Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,647,945
Number of Placing Shares3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,500,000
Number of Consideration Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,652,041
Number of Consolidated Ordinary Shares in issue at Admission . . . . . . . 94,799,986
Estimated gross proceeds of the Placing . . . . . . . . . . . . . . . . . . . . . . . . . £57 million
Estimated net proceeds of the Placing receivable by the Company . . . . . . £50 million
Percentage of Enlarged Share Capital represented by the Placing Shares . 50.11 per cent
Percentage of Enlarged Share Capital represented by the Consideration
Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27.06 per cent
Market capitalisation of the Company at the Placing Price on Admission . £114 million
ISIN number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . GB00B8JG4R91
SEDOL number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B8JG4R9
New TIDM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TRIN
EXPECTED TIMETABLE OF PRINCIPAL EVENTS4
Publication of this document . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 January 2013
Latest time and date for receipt of Forms of Proxy . . . . . . . . . . . . . . . . . 1.00 p.m. on 11 February
2013
General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.00 p.m. on 13 February
2013
Record date for the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . 6.00 p.m. on 13 February
2013
Completion of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.00 a.m. on 14 February
2013
Expected date of Admission and dealings in the Enlarged Share Capital 8.00 a.m. on 14 February
expected to commence on AIM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2013
CREST accounts credited in respect of the Placing Shares by . . . . . . . . . 14 February 2013
Despatch of definitive share certificates in respect of the Placing Shares,
Consideration Shares and Consolidated Ordinary Shares (where
applicable) by . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 February 2013
Notes:
1 All Share Capital and Placing Statistics set out above and in the rest of this document assume (unless stated otherwise or the
context otherwise requires) that the Resolution to approve the Share Consolidation is duly passed by Bayfield Shareholders at
the General Meeting.
2 The number of Existing Unconsolidated Ordinary Shares includes eight Existing Unconsolidated Ordinary Shares intended to
be issued after the date of this document and prior to Admission.
3 This comprises 45,199,000 Placing Shares to be issued pursuant to the Placing Agreement and 2,301,000 Placing Shares to be
issued pursuant to the Company Direct Placing.
4 Each of the above dates is subject to change at the absolute discretion of the Company. Any such change will be notified to
Bayfield Shareholders by an announcement on a Regulatory Information Service.
4