TIDMSDX
RNS Number : 0754V
SDX Energy Inc.
25 January 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION
TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE COMMON SHARES IN SDX IN
THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY
OTHER JUSRISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD
BE UNLAWFUL. THE SECURITIES OF SDX HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US SECURITIES ACT OF 1933 AS AMED (THE
"SECURITIES ACT"), OR QUALIFIED FOR SALE UNDER THE LAW OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED
OR SOLD IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT. THE COMPANY DOES NOT INT TO REGISTER ANY
SECURITIES UNDER THE SECURITIES ACT, AND NO PUBLIC OFFERING OF
SECURITIES IN THE UNITED STATES WILL BE MADE.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
SDX TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET
ABUSE REGULATION (EU) NO. 596/2014 ("MAR"). ON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"),
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
For Immediate Release 25 January 2017
SDX ENERGY INC.
("SDX" or the "Company")
Results of Fundraising
Further to its announcement released on 24 January 2017
concerning the Fundraising and Acquisition (the "Acquisition
Announcement"), the Board of SDX Energy Inc. (TSXV, AIM: SDX), the
Egypt focused oil and gas company, is pleased to announce the
results of the Fundraising. Unless otherwise defined, capitalised
terms used in this announcement have the same meaning as set out in
the Acquisition Announcement.
The Board is pleased to announce that pursuant to the
Fundraising, new Common Shares have been successfully conditionally
placed, or subscription agreements entered into, with new and
existing investors for a total of 107,056,351 new Common Shares at
a price of 30.0 pence per new Common Share, raising approximately
US$40.0 million (approximately GBP32.1 million) in aggregate before
expenses. The gross proceeds of the Fundraising will be applied
toward the Acquisition of the Circle Assets, further working
capital and the costs of the Acquisition and the Fundraising.
As noted in the Acquisition Announcement, the Fundraising is
conditional upon the Company entering into the SPA on Admission and
Admission. An application is expected to be lodged shortly for
Circle Oil Jersey to be placed into administration with an
Administrator expected to be appointed with effect from and
conditional upon Admission. Application has been made to the London
Stock Exchange for the new Common Shares to be admitted to trading
on AIM, and to the TSX-V for the new Common Shares to be admitted
to trading on the TSX-V; and it is expected that Admission to
trading on AIM will occur on 27 January 2017. The new Common Shares
will, when issued, rank pari passu in all respects with the
Existing Common Shares, including the right to receive dividends
and other distributions declared following Admission.
If there are any material changes to the proposed timetable and
Admission is delayed, an announcement of the updated timetable will
be made via a RIS.
Directors' Participation
Pursuant to the Fundraising, certain of the directors of the
Company have conditionally subscribed for a total of 701,781 new
Common Shares at the Placing Price. Further details of these
subscriptions, and the subsequent Director shareholdings following
Admission, is set out in the table below.
Director Holding New Common Holding Common
of Existing Shares of Common Shares
Common subscribed Shares as a %
Shares pursuant at Admission of enlarged
to the issued
Fundraising share capital
--------------- ------------ ------------ ------------- --------------
David Mitchell 1,574,698 60,412 1,635,110 0.87%
--------------- ------------ ------------ ------------- --------------
Michael Doyle 2,069,669 130,489 2,200,158 1.18%
--------------- ------------ ------------ ------------- --------------
David Richards 665,471 302,060 967,531 0.52%
--------------- ------------ ------------ ------------- --------------
Paul Welch 440,427 133,820 574,247 0.31%
--------------- ------------ ------------ ------------- --------------
Mark Reid 172,500 75,000 247,500 0.13%
--------------- ------------ ------------ ------------- --------------
Major Shareholder Subscriptions
Pursuant to the Fundraising, MEA Energy Investment Company
Limited has conditionally subscribed for 15,419,437 new Common
Shares at the Placing Price. Following completion of the
Fundraising, MEA Energy Investment Company Limited will hold
26,919,437 Common Shares, which will represent approximately 14.40
per cent. of the enlarged issued share capital of the Company.
Ingalls & Snyder LLC has also conditionally subscribed for
15,600,000 new Common Shares at the Placing Price. Following
completion of the Fundraising, Ingalls & Snyder LLC will hold
27,144,902 Common Shares, which will represent approximately 14.52
per cent. of the enlarged issued share capital of the Company.
Related Party Transaction
The subscriptions for new Common Shares by MEA Energy Investment
Company Limited, Ingalls & Snyder LLC, and certain of the
directors in the Fundraising (as outlined above) are considered
related party transactions under the AIM Rules for Companies and
the Policies of the TSX Venture Exchange. Each of Ingalls &
Snyder LLC and MEA Energy Investment Company Limited is a "related
party" to the Company under Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions
("MI 61-101") by virtue of such party's existing shareholding being
in excess of 10 per cent.; in addition each director is a "related
party" to the Company under MI 61-101. Accordingly, any investment
by any such entity or individual will be a "related party
transaction" under MI 61-101. Each such investment will be exempt
from (i) the formal valuation requirements under Section 5.4 of MI
61-101 pursuant to Subsection 5.5(a) of MI 61-101 and (ii) the
minority approval requirements under Section 5.6 of MI 61-101
pursuant to Subsection 5.7(1)(a) of MI 61-101 because the fair
market value of each of such related party's investment does not
exceed 25 per cent. of SDX's market capitalization (as defined in
MI 61-101).
There are no independent directors for the purposes of the
Fundraising, and the Board has received advice from Cantor
Fitzgerald Europe (the Company's nominated adviser) that it
considers that the terms of the Placing and Subscription are fair
and reasonable in so far as the Shareholders are concerned.
Total Voting Rights
Immediately following completion of the Fundraising and
Admission, the Company's issued share capital will consist of
186,900,253 Common Shares. The Company does not hold any Common
Shares in treasury. This figure may be used by shareholders to
determine if they are required to notify their interest in, or a
change to their interest in, the Company.
The new Common Shares will represent approximately 57.28 per
cent. of the total issued ordinary share capital in the Company on
Admission.
Paul Welch, President and CEO of SDX, commented:
"The completion of the fundraise and acquisition of Circle Oil's
subsidiaries in Egypt and Morocco will be another important step in
the development of SDX Energy. The deal is an excellent strategic
fit for us and, in line with our strategy of seeking high margin,
low cost growth opportunities, will substantially increase
production and cash flow from our asset portfolio.
"I would like to take this opportunity to thank the management
team at Circle Oil for their efforts in progressing the
transaction, as well as our new and existing shareholders for their
ongoing support. Together with the upcoming drilling campaign at
South Disouq, the outlook is extremely positive for SDX Energy as
we continue to create value and build a mid-tier E&P in North
Africa."
About SDX
SDX is an international oil and gas exploration, production and
development company, headquartered in London, England, UK, with a
principal focus on Egypt. In Egypt, SDX has an interest in two
production concessions: NW Gemsa and West Gharib (Meseda) both
located in the Eastern Desert. SDX's portfolio also consists of
South Ramadan, a development asset in the Gulf of Suez and South
Disouq, an exploration asset in the Nile Delta. For further
information, please see the website of the Company at
www.sdxenergy.com or the Company's filed documents at
www.sedar.com.
For further information:
SDX Energy Inc.
Paul Welch
President and Chief Mark Reid
Executive Officer Chief Financial Officer
Tel: +44 203 219 5640 Tel: +44 203 219 5640
Cantor Fitzgerald Europe (Nominated Adviser
& Joint Bookrunner)
Sarah Wharry/Craig Francis
Tel: +44 207 7894 7000
GMP FirstEnergy (Financial Adviser & Joint
Bookrunner)
Jonathan Wright/David van Erp
Tel: +44 207 448 0200
Stifel Nicolaus Europe Limited (Joint Bookrunner)
Ashton Clanfield/Callum Stewart
Tel: +44 207 710 7600
Celicourt (PR)
Mark Antelme/Joanna Boon / Jimmy Lea
Tel: +44 207 520 9260
Disclosures
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as such term is defined in the polices of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Cantor Fitzgerald Europe which is authorised and regulated in
the United Kingdom by the FCA, is acting for the Company and for no
one else in connection with the Placing and will not be responsible
to anyone other than the Company for providing the protections
afforded to Cantor Fitzgerald's clients, or for providing advice in
relation to the Placing, or any other matters referred to
herein.
FirstEnergy Capital LLP which is authorised and regulated in the
United Kingdom by the FCA, is acting for the Company and for no one
else in connection with the Placing and will not be responsible to
anyone other than the Company for providing the protections
afforded to FirstEnergy Capital LLP's clients, or for providing
advice in relation to the Placing, or any other matters referred to
herein.
Stifel Nicolaus Europe Limited which is authorised and regulated
in the United Kingdom by the FCA, is acting for the Company and for
no one else in connection with the Placing and will not be
responsible to anyone other than the Company for providing the
protections afforded to Stifel's clients, or for providing advice
in relation to the Placing, or any other matters referred to
herein.
Inside Information
The information contained in this announcement is inside
information. If you have any queries on this, then please contact
Mark Reid, the Chief Financial Officer and Director of the Company
(responsible for arranging release of this announcement) at 38
Welbeck Street, London, W1G 8DP on +44 (0) 203 219 5640.
Forward Looking Statements
Certain statements contained in this press release constitute
"forward-looking statements" as such term is used in applicable
Canadian and US securities laws. These statements relate to
analyses and other information that are based upon forecasts of
future results, estimates of amounts not yet determinable and
assumptions of management. In particular, statements concerning the
assets of Circle Oil Egypt and Circle Oil Maroc, the Acquisition,
the Fundraising and the future prospects and strategy of the
Company, and the results referenced or implied herein should be
viewed as forward-looking statements.
Any statements that express or involve discussions with respect
to predictions, expectations, beliefs, plans, projections,
objectives, assumptions or future events or are not statements of
historical fact and should be viewed as "forward-looking
statements". All reserves and resources information contained
herein should be considered as forward looking statements. Such
forward looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such risks
and other factors include, among others, costs and timing of
exploration and production development, availability of capital to
fund exploration and development and political, social and other
risks inherent in carrying on business in Egypt and Morocco. There
can be no assurance that such statements will prove to be accurate
as actual results and future events could vary or differ materially
from those anticipated in such statements. Accordingly, readers
should not place undue reliance on forward-looking statements
contained in this news release.
Forward-looking statements are made based on management's
beliefs, estimates and opinions on the date the statements are made
and the Company undertakes no obligation to update forward-looking
statements and if these beliefs, estimates and opinions or other
circumstances should change, except as required by applicable law.
Although SDX has attempted to identify important factors that could
cause actual actions, events or results to differ materially from
those described in forward-looking statements, there may be other
factors that cause actions, events or results not to be as
anticipated, estimated or intended. Investors are cautioned that
such forward-looking statements involve risks and uncertainties.
Actual results may differ materially from those currently
anticipated. SDX's Annual Information Form for the year ended
December 31, 2015, filed on the Company's SEDAR profile on April
29, 2016, has a full description of the risks and uncertainties
associated with the Company's business, including its exploration
activities and these risk factors and uncertainties should be
referred to and read in their entirety. The forward-looking
statements contained herein are expressly qualified by this
cautionary statement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCGMGZMLKLGNZG
(END) Dow Jones Newswires
January 25, 2017 04:11 ET (09:11 GMT)
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