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Bankers Petroleum Ltd. to be acquired by an affiliate of Geo-Jade Petroleum

Geo-Jade PetroleumCALGARY, March 20, 2016 /PRNewswire/ – Bankers Petroleum Ltd. (“Bankers”) (TSX: BNK, AIM: BNK) is pleased to announce that it has entered into a definitive agreement (the “Arrangement Agreement”) with 1958082 Alberta Ltd. (the “Purchaser”) and Charter Power Investment Limited (“Charter Power”) 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.  The Purchaser and Charter Power are affiliates of Geo-Jade Petroleum Corporation (“Geo-Jade”), one of the largest independent oil and gas exploration and production companies in China. The transaction will be effected by way of a plan of arrangement under the Business Corporations Act (Alberta) (the “Arrangement”).  The Arrangement values Bankers at approximately C$575 million before the assumption of the outstanding indebtedness of Bankers.

Highlights

  • Cash price of C$2.20 per Bankers Share
  • The Arrangement has received the unanimous approval of the Board of Directors of Bankers (the “Bankers Board”) and carries the full support of Bankers’ management team
  • The Purchaser brings a considerable new investment focus to the Bankers portfolio of assets
  • Bankers’ corporate and technical headquarters will remain based inCalgary, Canada, with operational offices in Albania, Hungary and Romania

The transaction price represents a premium of 98% over Bankers’ closing share price on the Toronto Stock Exchange (“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.

David French, President and Chief Executive Officer of Bankers commented: “The proposed transaction provides Bankers with the opportunity to return value to our shareholders at a significant premium to the current market valuation, while offering Bankers added financial resources to accelerate our activity inAlbania and capitalize on the potential created by the current commodity price environment.  This transaction will generate substantial economic benefit forAlbania and the local communities in which Bankers operates. We look forward to working alongside our new investors to deliver the asset possibilities before us.”

Following a successful transaction, the Purchaser will support the Bankers’ leadership and employee base to capitalize on the experience and depth of the Bankers team.  The Purchaser plans to realize the joint vision of both companies to grow the business with enhanced investment into its Albanian operations, while concurrently focusing on growth opportunities in the global marketplace.

Information on the Transaction

Following an extensive review and analysis of the proposed transaction and consideration of other available alternatives, the Bankers Board has unanimously determined that the Arrangement is in the best interests of Bankers and its shareholders. The Bankers Board has unanimously approved the Arrangement and determined to recommend that Bankers’ shareholders vote in favour of the Arrangement.  Each of the senior officers and directors of Bankers, representing in aggregate approximately six percent of the outstanding Bankers Shares (on a fully diluted basis), have entered into voting support agreements with the Purchaser in connection with the transaction, pursuant to which they have agreed to vote in favour of the approval of the Arrangement. The Bankers Board has received from its financial advisor, FirstEnergy Capital LLP, an opinion that, as of the date of the Arrangement Agreement, and subject to the assumptions and qualifications contained therein, the consideration proposed to be paid to Bankers’ shareholders is fair from a financial point of view (the “Fairness Opinion”).

The Arrangement Agreement provides for, among other things, a non-solicitation covenant on the part of Bankers, subject to “fiduciary out” provisions that entitle Bankers to consider and accept a superior proposal and a right in favour of the Purchaser to match any superior proposal. The Arrangement Agreement also provides for a mutual non-completion fee of US$20 million if the Arrangement Agreement is terminated in certain circumstances. This includes payment in favour of the Purchaser if Bankers enters into an agreement with respect to a superior proposal, or if the Bankers Board withdraws or modifies its recommendation with respect to the Arrangement.  Payment in favour of Bankers would occur if the Purchaser is unable to complete the funding of its obligation to acquire the Bankers Shares or in other circumstances.     

Completion of the Arrangement is subject to customary closing conditions, including receipt of court, shareholder and regulatory approvals, such as those required under the Investment Canada Act and approvals required by the People’s Republic of China. Bankers’ shareholders will be asked to vote on the Arrangement at a special meeting of the shareholders of Bankers (the “Special Meeting”) and the completion of the Arrangement will require the approval of two-thirds of the votes cast by shareholders in person or by proxy at the Special Meeting.

As a result of this Arrangement, the previously announced Annual General Meeting will be deferred. An information circular regarding the Arrangement is expected to be mailed to the shareholders of Bankers in April for a Special Meeting anticipated to be held before the end of May. Further details will be announced as they become available. Provided the Arrangement is approved at the Special Meeting and necessary regulatory approvals obtained, closing is expected to take place by the end of June. Following a successful transaction, the Purchaser intends to apply for the cancellation of Bankers’ listing on both the TSX and AIM exchanges.

A copy of the Arrangement Agreement and the information circular and related documents will be filed with Canadian securities regulators and will be available at www.sedar.com.

Recommendation of the Bankers Board

Based on the Fairness Opinion and the recommendation of the Special Committee of the Bankers Board and after consulting with its financial and legal advisors, among other things, the Bankers Board has unanimously: (i) determined the Arrangement is in the best interests of Bankers and its shareholders; (ii) resolved to recommend that Bankers’ shareholders vote in favour of the Arrangement; and (iii) determined that the consideration to be received by Bankers’ shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Bankers’ shareholders.

Advisors

Dentons Canada LLP is acting as legal counsel to the Purchaser and Charter Power.

FirstEnergy Capital LLP is acting as exclusive financial advisor to Bankers and has provided the Bankers Board with a fairness opinion regarding the Arrangement for its shareholders. A copy of such opinions will be included in the information circular to be sent to Bankers shareholders in connection with the Special Meeting. McCarthy Tétrault LLP is acting as legal counsel to Bankers.

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About Geo-Jade

Geo-Jade is one of the largest independent exploration and production companies listed in Shanghai Stock Exchange (SH:600759) with a market capitalization larger than C$3.6 billion. Geo-Jade has made successful oil and gas investments worldwide with its main assets located in Central Asia, North America and China.

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 Albaniaand 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.  Bankers’ shares are traded on the Toronto Stock Exchange and the AIM Market in London, Englandunder 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; mailing of the information circular related to the Special Meeting and the timing thereof and timing of the Special Meeting; the benefits of the Arrangement for Bankers, its stakeholders, employees and the countries in which it operates; the delisting of the Bankers Shares following completion of the Arrangement and the Purchaser’s plans for Bankers following the 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 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 will be set forth in the information circular in respect of the Special Meeting, which will be 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.

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South-East European Exhibition on Energy Efficiency and Renewable Energy

South-East European Exhibition on Energy Efficiency and Renewable EnergyEXHIBITION

Date: 5-7 April 2016
Frequency: Annual
Sequence: 12th edition
Organizer: Via Expo
Venue: Sofia, Inter Expo Center
Working hours for visitors: 5 – 6 April: 10.00 – 18.00 h.; 7 April: 10.00 – 17.00 h.

The EE & RE Exhibition puts on display a great set of existing energy technologies and it is a starting point for the launch of innovative products. It facilitates the development of energy sector and encourages the large-scale usage of energy-saving solutions in South-East Europe.

The 2016 Edition at a Glance

  • Direct exhibitors from Austria, Bulgaria, Germany, Greece, Italy, Poland, Portugal and the Netherlands. Finding distributors and launching new products are the main aim for them to take part.
  • For 7th year in a row there will be an Austrian Pavilion.
  • Innovative isolation systems, energy storage devices, energy-saving HVAC equipment, systems for renewable energy production, cogeneration,  etc. will be among the exhibition highlights.

EE & RE 2015

  • Austrian Pavilion
  • Norwegian and Italian Group Participations were realized for the first time.
  • Visitors from 39 counties visited the Exhibition and the parallel events.
  • The products which captivated their interest were energy saving lighting, biogas installations and technologies, ‘made in Bulgaria’ PV systems which can be applied in dynamic city architecture, as well as in agriculture and road infrastructure, solar thermal system with patented safe-proof sun tracking mechanics, prototype of wind turbine with unique high efficiency, etc. 

           Post Event Report 2015

The opportunities and perspectives of the SE European market

Security of energy supply, fast climate change, strong economic and social benefits have prompted many countries in South-East Europe to diversify their energy mix and to reduce the import of fossil fuels, keeping money circulation within the regional economy.

The Region has a great potential for utilization of the renewables. Well-developed agriculture and forestry industries, availability of organic waste are a prerequisite for biogas, methane and biomass production. The decentralized solar electricity generation for heating and cooling is encouraging, too. A very perspective market segment is the realization of waste-to-energy projects through public private partnerships.

Countries with a sea outlet have the opportunity to drive forward the ‘blue energy’ sector and only 40% of the hydro energy sources is developed in SE Europe.

The energy systems transformation will need a new grid that combines capacity for high volume transfers and distribute energy with smart power management.

Investments for improvement of energy efficiency in private and public buildings as well as in industry are coming – the South-East European countries are developing also strategies for zero energy buildings.

The CO2 reduction in transport sector is the other priority issue and in the Region solutions for replacement of the fossil fuels with alternative low carbon fuels are sought. In terms of e-mobility, the South-East Europe is at its early stage and governments are going to stimulate this emerging industry. According a recently research at the end of 2014 in Bulgaria there were registered 497 electric vehicles – 36% more than the previous year and 1031 hybrid vehicles  – 61 % more than 2013.

 

Contact:

Maya Kristeva: +359 (32) 960 011, 966 813
office@viaexpo.com

[embeddoc url=”https://info.aea-al.org/wp-content/uploads/2016/03/Brochure_EERE_EE.pdf” download=”all” viewer=”google”]

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The first 100% green project in Albania. First PV system combined with biomass.

On 1st March 2016, AEA-Albania Energy Association team implemented the first Photovoltaic System in Albania, Cerrik, at a children center managed by Caritas Albania “Balonat”.

The center has now also biomass system with pellet central boiler used for heating, and the PV system using it for electricity production. The PV system is 15kW which is up gradable to 20kW, and the biomass heating system is 35kW, enough to make the children center 100% green, ecological friendly and energetic independent.

The PV and the heating system were made possible as financial donation from Tektraco with representative Mr. Victor Sciberras who was present during the inauguration day.  Also present during the inauguration was the ambassador of Germany in Albania Mr. Hellmut Hoffmann, the mayor of Cerrik Mr. Altin Toska who was ready to support for implementing this kind of project in the near future, the chairman of AEA Mr.Erlet Shaqe, also the presence of Mons. George Frendo as the president of Caritas Albania, was very noted as he is supporting the albanian communities in Albania that are in need.

Some photos of the event are shown below, also with a small party organized by the staff and children of the Children Center Balonat.

The Children Center Balonat, and the PV system

The Children Center “Balonat”, and the PV system in the building 15 kW up-gradable to 20kW.

Ambassador of Germany Mr.Hellmut Hoffmann and his wife at inaguration.

Ambassador of Germany Mr.Hellmut Hoffmann and his wife at inauguration.

of Mons. George Frendo President of Caritas Albania, and mayor of Cerrik Mr.Altin Toska

Mons. George Frendo President of Caritas Albania, and mayor of Cerrik Mr.Altin Toska

Inauguration of Children Center Balonat Cerrik

Inauguration of Children Center Balonat Cerrik

Children with all other attendees and center staff.

Children with all other attendees and center staff, in the middle the German ambassador in Albania.

Mr. Victor Sciberras (left) Executive Director of Tektraco, who made possible financially the PV system at the center.

Mr. Victor Sciberras (middle) Executive Director of Tektraco, who made possible financially the PV system at the center.

 

The presentation and speech of the invited personalities.

The presentation and speech of the invited personalities.

 

 

Chairman of AEA Mr. Erlet Shaqe explaining the PV system to attendees

Chairman of AEA Mr. Erlet Shaqe explaining the PV system to attendees.

Chlidren Center "Balonat" form the main road.

Children Center “Balonat” from the main road.

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EU Commission approves agreement between Greece and TAP

Commission approves agreement between Greece and TAPThe European Commission has found the Host Government Agreement between the Greek authorities and the Trans Adriatic Pipeline to be in line with EU state aid rules. The project will improve the security and diversity of EU energy supplies without unduly distorting competition in the Single Market.

Margrethe Vestager, Commissioner in charge of competition policy, stated “Today’s decision opens the way for a multi-billion infrastructure project in Greece. The Trans Adriatic Pipeline will bring new gas to the EU and increase the security of energy supply for Southeast Europe. The investment incentives offered by the Greek Government are limited to what is necessary to make the project happen and in compliance with state aid rules.”

Maroš Šefčovič, Vice-President responsible for Energy Union, said: “Today’s approval of the TAP agreement is an important step towards completing the Southern Gas Corridor. The Energy Union framework strategy of February 2015 identified this project as a key contribution to the EU’s energy security, bringing new routes and sources of gas to Europe. Just on Monday, the Southern Gas Corridor ministerial meeting in Baku, which I attended, confirmed the determination of all participating countries and consortia to complete this key infrastructure project in time. “

The Trans Adriatic Pipeline is the European leg of the Southern Gas Corridor, which aims to connect the EU market to new gas sources. With an initial capacity of 10 billion cubic metres of gas per year, the pipeline will transport gas from the Shah Deniz II field in Azerbaijan to the EU market as of 2020. The Trans Adriatic Pipeline will run from the Greek border via Albania to Italy, under the Adriatic Sea. The builder and operator of the pipeline is Trans Adriatic Pipeline AG (TAP), a joint venture of several energy companies. TAP will invest €5.6 billion over five years in the project, of which €2.3 billion in Greece.

The Greek authorities and TAP concluded a Host Government Agreement. This sets out how TAP will construct and operate the pipeline and defines the respective obligations of the parties. In particular, the agreement provides TAP with a specific tax regime for 25 years from the start of commercial operations. This may give the company an economic advantage over its competitors, who would not benefit from the specific tax regime, and therefore involves state aid in the meaning of the EU rules.

The Commission assessed the measure under its 2014 Guidelines on state aid for energy and environmental protection (the “Guidelines). The Guidelines state that such aid can be found compatible under certain conditions when it furthers objectives of common interest. The Commission found that:

  • the project will contribute to further
    sources and routes: it will bring gas from the Caspian Sea region and potentially the Middle East to the EU;
  • competition on the European gas market will be increased thanks to the extra volumes of gas and new supply route;
  • the construction of the pipeline requires substantial upfront investment over several years before any revenue will be generated. The project will be funded entirely by private investment and will generate revenues in its Greek part only from the tariffs paid by clients shipping gas on the pipeline. The Commission concluded that the project would be unlikely to be carried out absent the aid;
  • the aid is in the form of a specific tax regime that, depending on whether tax rates increase or decrease, will lead TAP to pay more or less tax than it would without the aid. If the rates increase the aid will be limited to the minimum tax benefit for TAP;
  • in particular the scheme has a built in adjustment mechanism that limits the maximum benefit for TAP. If the Greek equivalent applicable tax rate were to rise or fall beyond 20%, an adjustment mechanism to recalculate TAP’s contribution will come into effect. The Greek authorities will monitor this to ensure that TAP complies with the methodology and therefore the aid is limited to the minimum necessary.

The Commission therefore concluded under the Guidelines that the project’s benefits in terms of increased competition and security of energy supply clearly outweigh any potential distortions of competition triggered by the state aid.

The Commission’s agreement on state aid was one of the prerequisites within the Host Government agreement that still needed to be obtained before the Trans Adriatic Pipeline project could start.

Background

Trans Adriatic Pipeline AG is a joint venture company registered in Switzerland. Its shareholders are BP (20%), SOCAR (20%), Snam (20%), Fluxys (19%), Enagás (16%) and Axpo (5%).

The Trans Adriatic Pipeline is recognised as a project of common interest (PCI) in the framework ofthe EU’s Trans-European Energy Infrastructure Guidelines. PCIs are aimed at helping create an integrated EU energy market and are essential for reaching the EU’s energy policy objectives of affordable, secure and sustainable energy.

The Commission published its first list of PCIs in 2013. The list is updated every two years to integrate newly needed projects or to remove obsolete ones. The current PCI list was approved on 18 November 2015.

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Gazprom Announces New Gas Supply Route under Black Sea

A Gazprom employee stands near to the new bitumen processor at the OAO Gazprom Neft oil refinery in Moscow, Russia, on Thursday, Sept. 20, 2012. OAO Gazprom Neft, the oil arm of Russia's state-run natural-gas producer, started operating a 3.2 billion-ruble ($100 million) bitumen processor at its Moscow refinery this month as it seeks to reduce pollution. Photographer: Andrey Rudakov/Bloomberg

Russian energy giant Gazprom has said it signed a memorandum with Italy’s Edison SpA and Greece’s DEPA SA on gas deliveries.

In a press statement, it has explained that according to the memorandum of understanding signed in Rome, gas will be delivered under the Black Sea “via third countries” to Greece and will be transported “from Greece to Italy with the ame of organizing the southern route of supplies of Russian natural gas from Europe.”

In practice, “third countries” could mean either Bulgaria or Turkey.

The announcement is a major development that follows the demise of the South Stream gas pipeline in December of 2014 and the deadlock of its alternative Turkish Stream caused by tensions between Ankara and Moscow.

Russian business daily RBC quotes Mikhail Korchemkin, who heads the East European Gas Analysis, as suggesting that the expression “third countries” in Gazprom’s statement means mostly “Bulgaria”.

It has opined the press statement by Gazprom means a new Black Sea pipeline is now in the planning stage.

“The agreement reflects the interest of countries along the route in deliveries of natural gas from Russia under the Black Sea bed via third countries to Greece and from Greece to Italy,” the statement also reads.

“The development of intra-European gas transport capacities is an important ingredient of the increase of reliability of gas supplies, including Russian ones, to consumers all across Europe,” Gazprom CEO Alexey Miller is quoted as saying.

Gazprom says it is intending to make “maximum use” of work done by Edison and DEPA under the so-called “ITGI Poseidon” project – one described by its own website as infrastructure completing the natural gas corridor through Turkey, Greece and Italy. The interconnection Turkey-Greece-Italy itself is called “ITGI” and is part of the Southern Gas Corridor project, aimed at transporting gas from places such as Azerbaijan to Italy via Turkey, Greece and Albania, untr the Adriatic.

This has given some media outlets ground to speculate on whether the new project will be named “Poseidon”.

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Balkan Leaders Discuss Energy, Transport at Summit

EBRD2 640The Western Balkans Investment Summit in London on Monday brought together the prime ministers of Albania, Bosnia and Herzegovina, Croatia, Kosovo, Macedonia, Montenegro and Serbia with investors to discuss the development of transport links, energy projects and privatization.

“We are encouraged by the fact that all of the region’s economies grew last year. And our economists expect growth to rise further in most Western Balkans countries in 2016, albeit still at levels below their potential,” said the EBRD’s president, Suma Chakrabarti.

Chakrabarti praised what he called “a reform momentum across the region”, with Montenegro advancing along its EU path, Serbia restructuring its public companies, Albania continuing a programme of modernization and Bosnia and Herzegovina starting to implement a reform agenda prepared with the help of the European Commission.

The Balkan prime ministers expressed determination to continue their progress towards the EU.

“I don’t agree with [London mayor] Boris Johnson that the EU has become very boring,” said Albanian Prime Minister Edi Rama, referring to Johnson’s decision to campaign for Britain to vote to leave the EU in a referendum in June.

“Regardless of all challenges, Western Balkans countries believe in a united Europe,” added his Montenegrin counterpart Milo Djukanovic.

The main part of the summit saw Balkan leaders concentrating on major infrastructure and energy investments, including the Nis-Pristina highway and an electricity transmission line between Macedonia and Albania.

“We don’t just expect money, we need political support for reforms, education and the creation of a unique market,” Serbian PM Aleksandar Vucic said.

The vision of integrated market in the Balkans came a step closer, the regional leaders argued, as Serbia and Slovenia confirmed their intention to join SEE Link, an EBRD-supported regional network for trading securities that will help to integrate domestic stock markets. SEE Link was started by the Bulgarian, Macedonian and Croatian stock exchanges.

The EBRD is one of the largest investors in the Western Balkans and last year alone the bank invested around a billion euro in various projects from energy efficiency to infrastructure and from support for financial institutions to agribusiness.

Its first Western Balkans summit was held two years ago. Participants included government officials, policy-makers and experts as well as leading domestic and international business representatives.

Source Birn