Bayfield Energy Holdings plc (to be renamed Trinity Exploration & Production plc upon Admission)

Description of business:
Bayfield is the parent company of an independent oil and gas exploration and production group, which was established in order to develop a portfolio of interests providing current production, near-term development, appraisal and exploration opportunities. The group was established in 2008 by former executives of Burren Energy who left that company following its acquisition by Eni. Bayfield's ordinary share capital was admitted to trading on AIM in July 2011. On 15 October 2012, Bayfield Energy Holdings plc announced that it had reached agreement on the terms of a conditional merger (the "Merger") with Trinity Exploration & Production Limited ("Trinity"). Bayfield has conditionally agreed to acquire 100 per cent. of Trinity's issued and to be issued share capital. Bayfield, following the Merger (the "Enlarged Group"), will be the leading Trinidad focused independent exploration & production with a diversified portfolio with 11 operated fields including assets onshore and offshore both the East and West coasts of Trinidad. In addition, the Enlarged Group will hold an exploration licence over the Pletmos Inshore Block in South Africa. The Enlarged Group is currently producing approximately 3,965 barrels of oil per day and as at 30 June 2012 had proved and probable reserves of 31 million barrels of oil (net) and contingent resources of 38 million barrels of oil equivalent (net) based on the directors of Bayfield's calculation of gas in terms of barrels of oil equivalent. The Enlarged Group will be led by Bruce Dingwall CBE as Executive Chairman and Joel "Monty" Pemberton as Chief Executive Officer (currently Executive Chairman and Chief Executive Officer of Trinity respectively) and will be headquartered in San Fernando, Trinidad. The Company has conditionally raised gross proceeds, by way of a private placing, of approximately US$90 million. The Enlarged Group intends to use the proceeds to accelerate the Enlarged Group's development programme, to fund a material and high value infrastructure-led exploration programme and for general corporate purposes and thereby accelerate delivery of what the current and proposed directors of Bayfield believe to be significant upside that exists in the combined portfolio. The Merger constitutes a reverse takeover under the AIM Rules and is therefore conditional, inter alia, on the approval of Bayfield shareholders at a General Meeting to be held on 13 February 2013. At the General Meeting, approval will also be sought, inter alia, for a one for ten share consolidation.