Sch 1 update - Bayfield Energy Holdings Plc

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Bayfield Energy Holdings plc (to be renamed Trinity Exploration & Production plc prior to Admission) ("Bayfield" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Fourth Floor

Burdett House

15-16 Buckingham Street

London

WC2N 6DU

United Kingdom

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.bayfieldenergy.com until Admission, www.trinityexploration.com thereafter

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

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.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

94,799,986 ordinary shares of US$1.00 each, following a proposed consolidation of the existing issued ordinary shares of US$0.10 each on a one for ten basis

Placing Price 120 pence per share (Placing Price reflects the one for ten share consolidation)

No restrictions to the transfer of securities

No treasury shares

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Gross placing proceeds of approximately US$90 million

Market capitalisation of the Company at the Placing Price on Admission of approximately £114 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

30.97%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

None

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Current Directors:

Finian Rory O'Sullivan, (Executive Chairman)

Hywel Rhys Richard John, (Chief Executive Officer)

Andrey Pannikov, (Non-Executive Director)

Jonathan Gervaise Fitzpatrick Cooke, (Non-Executive Director)

David Archibald MacFarlane, (Non-Executive Director)

Directors upon Admission:

Bruce Alan Ian Dingwall (Executive Chairman)

Joel Montgomery ("Monty") Pemberton (Chief Executive Officer)

Jonathan David Murphy (Non-Executive Director)

Charles Anthony Brash Junior (Non-Executive Director)

Ronald Harford (Independent Non-Executive Director)

Finian Rory O'Sullivan, (Non-Executive Director)

David Archibald MacFarlane, (Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Pre admission:

(1) Includes 1.41% held by Latravia Limited and 16.15% held by Lion Invest and Trade Limited

(2) Includes 13.53% held by Prelude Holdings Limited

Post admission:

(1) of which 3.07% will be held by Well Services Petroleum Company Limited

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) The financial information on Trinity has been prepared to 30 June 2012.

(iii) 30 June 2013 (final results for the year ended 31 December 2012)

30 September 2013 (interim results for six months ending 30 June 2013)

30 June 2014 (final results for the year ended 31 December 2013)

EXPECTED ADMISSION DATE:

14 February 2013

NAME AND ADDRESS OF NOMINATED ADVISER:

Seymour Pierce

20 Old Bailey

London

EC4M 7EN

United Kingdom

Immediately following admission:

RBC Europe Limited, which trades as RBC Capital Markets

Riverbank House2 Swan Lane, London EC4R 3BF

will be appointed as nominated adviser to the Company

NAME AND ADDRESS OF BROKER:

Seymour Pierce

20 Old Bailey

London

EC4M 7EN

United Kingdom

FirstEnergy Capital LLP

85 London Wall

London EC2M 7AD

United Kingdom

Immediately following admission:

RBC Europe Limited, which trades as RBC Capital Markets

Riverbank House2 Swan Lane, London EC4R 3BF

and

Jefferies International Limited

Vintners Place68 Upper Thames StreetLondonEV4V 3BJ

will be become the joint brokers to the Company.

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

The Admission Document containing full details about the applicant and the admission of its securities will be available during normal business hours from the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA from the date of the document until at least 30 days after the date of Admission and is available for viewing on the Company's website at www.bayfieldenergy.com (up to Admission) or www.trinityexploration.com (following Admission).

DATE OF NOTIFICATION:

31 January 2013

NEW/ UPDATE:

Update