Forum Energy Plc (‘Forum’ or ‘the Company’) is pleased to announce that further to the announcement made by the Company on 15 February 2006, the shareholders of Basic Consolidated, Inc. (‘Basic’), at its AGM held on 29 March 2006, approved the acquisition by Forum of its wholly-owned subsidiary Basic Petroleum and Minerals Inc.
The terms of the agreement are set out in the announcement made by Forum on 15 February 2006.
The merger of Basic's petroleum interests with those of the Company is now subject to approval from the Government of the Philippines. The Company will make a further announcement regarding the decision in due course.
An extract of the disclosure made by Basic is appended at the end of this announcement.
For further information please contact:
David Robinson, Chief Executive, Forum Energy plc: +44 (0) 1932 445 346
Derrick Lee, Noble & Company Ltd: +44 (0) 131 225 9677
Ian Foster, First City Financial Public Relations: +44 (0) 20 7436 7486 or +44 (0) 7739 185 050
An extract of the disclosure made by Basic is appended at the end of this announcement.
DISCLOSURE FOR MARCH 29, 2006
During the Annual Stockholders’ Meeting for 2006 of Basic Consolidated, Inc., March 29, 2006, Manila Elks Club, Corinthian Plaza, Paseo de Roxas, Makati City (the meeting was adjourned at 4:50 P.M.), wherein 1,038,150,000 (69.21%) outstanding shares of the Corporation were represented either in person or by proxy, the following resolutions/items were APPROVED:
- Minutes of the 2005 Stockholders’ Meeting.
- 2005 Annual Report and Audited Financial Statement.
- Ratification of all acts of the Board and Management of Basic for 2005.
- Approval of the Acquisition of Basic Petroleum and Minerals, Inc., a 100% subsidiary of Basic Consolidated, Inc., by Forum Energy Plc., a UK registered corporation. The details were contained in our previous disclosure to SEC/PSE dated February 15, after the Board of Directors approved the acquisition.
- Amendment on Article VII of the Articles of Incorporation of BCI reducing the authorized capital stock from TWO BILLION PESOS (P2,000,000,000.00) to FIVE HUNDRED MILLION PESOS (P500,000,000.00), and reducing the par value of its shares of stock from P1.00 per share to P0.25 per share.
- Authorizing the Board of Directors to amend the By-Laws of BCI to conform with SEC regulations, etc.
- Amendment on the Articles of Incorporation and By-Laws by changing the name Basic Consolidated, inc. to BASIC PETROLEUM CORPORATION.
- Election of the following Directors:
- Oscar C. de Venecia
- Sergio M. Locsin
- Ramon L. Mapa
- Francis Chua
- Isidoro O. Tan
- Prudencio C. Somera, Jr. (Independent Director)
- Rufino Antonio Mijares (Independent Director)
- Roberto S. Malonzo
- Sergio M. Andal, Jr.
- Jose P. de Venecia III
- Rogelio T. Serafica
- Election of SGV as external auditors with Mr. Aldrin M. Cerrado as the engagement partner.