Bankers Shareholders are encouraged to participate in the Shareholder Vote and reminded to vote prior
to the deadline on May 27, 2016 at 3:00 PM MDT(Calgary time).
CALGARY, May 18, 2016 /CNW/ - Bankers Petroleum Ltd.
("Bankers") (TSX: BNK, AIM: BNK) is pleased to announce that Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis &
Co. ("Glass Lewis"), leading independent proxy advisory firms, have recommended that Bankers shareholders vote in favour of the
proposed corporate transaction (the "Arrangement") at the Special Meeting (as defined below).
Along with the recommendation that Bankers' shareholders vote FOR the Arrangement, Glass Lewis states that the
proposed transaction will allow Shareholders to, "immediately realize an assured value at a significant premium to the recent
unaffected share price." ISS further advised that, "a vote FOR is warranted based on a review of the terms of the
transaction, in particular, the significant cash premium which provides certainty of value."
As previously announced on March 20, 2016, Bankers has entered into an arrangement agreement (the "Arrangement Agreement")
with affiliates of Geo-Jade Petroleum Corporation in respect of the Arrangement, which provides for the purchase of all the issued
and outstanding common shares of Bankers "at a cash price of C$2.20 per Bankers Share.
Special Meeting of Shareholders
Bankers will host its special meeting of shareholders (the "Special Meeting") on May 31, 2016,
seeking shareholder approval for the Arrangement. Bankers' shareholders of record as of April 19, 2016, are encouraged to
vote at the Special Meeting. The Management Information Circular prepared in connection with the Arrangement provides
important information about Bankers and the Arrangement. The Management Information Circular and related proxy materials are
available on SEDAR and Bankers' website (www.bankerspetroleum.com).
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 Bankers common shares from the TSX and AIM as updates become
available.
Benefits of the Arrangement include:
- Cash price of C$2.20 per Bankers common share
- Bankers debt will be handled separately by the purchasing Company and will not affect the stated purchase price of
$2.20 per Bankers common 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 common 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, who have recommended that
shareholders vote in favor of it, and carries the full support of Bankers' management team
Both parties continue to pursue the outstanding regulatory approvals pursuant to the Investment Canada Act (Canada) and the Chinese State Administration of Foreign Exchange (SAFE). If approved at the Special
Meeting closing of the Arrangement remains on track to occur in 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.
Shareholder Questions
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
Your Vote is Important. Please Vote Today.
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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, the timing of receipt of required
regulatory approvals, the timing of the Special Meeting, the treatment of Bankers debt and the delisting of the Bankers Shares
following completion of the Arrangement. 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 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.
SOURCE Bankers Petroleum Ltd.
