AIM Schedule One - SDX Energy Plc (3391V)
April 08 2019 - 8:00AM
UK Regulatory
TIDMSDX
RNS Number : 3391V
AIM
08 April 2019
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:
SDX Energy PLC ("SDX" or the "Company")
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES) :
38 Welbeck Street
W1G 8DP, London
United Kingdom
COUNTRY OF INCORPORATION:
United Kingdom
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
sdxenergy.com
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:
SDX Energy Inc (the Company's parent company and sole shareholder)
("SDX Inc") has had its common shares (the "Common Shares")
admitted to trading on the Toronto Venture Exchange ("TSX-V")
(with CUSIP number 811375) since 11 July 2008. The Common Shares
were admitted to trading on AIM on 20 May 2016 (with ISIN CA78410A1075
and SEDOL BYYLJV0).
SDX Inc proposes to complete a Canadian plan of arrangement
under section 192 of the Canada Business Corporations Act (the
"Arrangement") to introduce the Company as the new holding
company of the SDX group and pursuant to the Arrangement, the
current shareholders of SDX Inc will have their Common Shares
exchanged for Ordinary Shares in the Company, the Common Shares
will cease to be listed on the TSX-V and admitted to trading
on AIM (the "De-listing").
It is proposed that following the De-listing, the Ordinary
Shares (defined herein) will be admitted to trading on AIM
(with ISIN GB00BJ5JNL69 and SEDOL BJ5JNL6).
The London Stock Exchange has confirmed that the Company will
be treated as a quoted applicant for the purposes of the AIM
Rules for Companies as the Common Shares are admitted to trading
on AIM and that information in the public record relating to
SDX Inc, can be attributed to the Company for the purposes
of Admission.
SDX Inc is a North Africa focused oil and gas company, with
a strategy to create value through organic and inorganic production
growth and exploration success and is underpinned by a portfolio
of low cost onshore producing assets combined with onshore
exploration prospects in Egypt and Morocco.
SDX Inc's portfolio contains interests in seven concessions
in Egypt and Morocco. In Egypt, SDX Inc has a working interest
in two producing assets (50% North West Gemsa and 50% Meseda)
located onshore in the Eastern Dessert, adjacent to the Gulf
of Suez. In Morocco, SDX has a 75% working interest in the
Sebou concession situated in the Gharb Basin. These producing
assets are characterised by low operating costs making them
particularly resilient in a low oil price environment. With
last reported daily production of 3,408 boe/d net to SDX Inc
on 21 March 2019, 2P reserves of 13.1 mmboe at 31 December
2018, and positive cash flow at the corporate level down to
c.US$10/bbl Brent, these concessions provide a solid and resilient
production base for the SDX group.
SDX Inc's portfolio also includes a near term development opportunity
and exploration opportunities at South Disouq (Egypt) where
it has a 55% working interest and high impact exploration opportunities
in Morocco in Lalla Mimouna (Nord), Gharb Centre and Moulay
Bouchta Quest.
In Morocco, two further concessions; Lalla Mimouna Sud and
Moulay Bouchta Ouest, have been granted pending final approvals
from the Ministry of Energy and Ministry of Finance.
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):
204,723,041 ordinary shares of GBP0.20 each in the capital
of SDX (the "Ordinary Shares").
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
No capital to be raised on Admission. Anticipated market capitalisation
on admission is approximately GBP76 million.
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
40.23%
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH
THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE
OR WILL BE ADMITTED OR TRADED:
None.
Prior to the Arrangement becoming effective and Admission,
the Common Shares have been admitted to trading on the TSX-V
and AIM. Following the Arrangement becoming effective, SDX
Inc. will apply to delist the Common Shares from the TSX-V
and from trading on AIM and SDX will seek admission of the
Ordinary Shares to trading on AIM.
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):
Paul Michael Welch - Chief Executive Officer
Mark Reid - Chief Financial Officer
(the "Directors")
Michael Edmond Doyle - proposed Non-Executive Chairman
David John Woodhams Mitchell - proposed Non-Executive Director
Timothy ("Tim") James Thornton Linacre - proposed Non-Executive
Director
Michael John Raynes - proposed Non-Executive Director
(the "Proposed Directors")
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):
SDX SPV Limited (Previously
called MEA Energy Investments
Limited) 19.48%
-------
Ingalls & Synder 18.35%
-------
River and Mercantile 6.15%
-------
Hargreaves Landsdowne 5.66%
-------
Highclere Investors 5.02%
-------
Mr Nikolaos D Monoyios 4.37%
-------
Dr Valerie A Brackett 3.78%
-------
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
Not applicable.
(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) 31 December 2018
(iii) By 30 September 2019, Half Yearly Results for six months
ended 30 June 2019; by 31 March 2020, Annual Results for year
ended 31 December 2019; by 30 September 2020, Half Yearly Results
for six months ended 30 June 2020.
EXPECTED ADMISSION DATE:
Admission expected on 28 May 2019
NAME AND ADDRESS OF NOMINATED ADVISER:
Stifel Nicolaus Europe Limited
150 Cheapside
London
EC2V 6ET
NAME AND ADDRESS OF BROKER:
Stifel Nicolaus Europe Limited
150 Cheapside,
London,
EC2V 6ET
Cantor Fitzgerald Europe
One Churchill Place,
London,
E14 5RB
GMP FirstEnergy
85 London Wall, London,
EC2M 7AD
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:
Not applicable.
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO
APPLY
From Admission, the Company will comply (or explain non-compliance)
with the Quoted Companies Alliance ("QCA") Corporate Governance
guidelines.
DATE OF NOTIFICATION:
8 April 2019
NEW/ UPDATE:
New
QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:
THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S
SECURITIES HAVE BEEN TRADED:
AIM
THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO
TRADED:
The Common Shares were admitted to trading on AIM on 20 May
2016
CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT
HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED
IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS
OF WHERE THERE HAS BEEN ANY BREACH:
The Directors and the Proposed Directors confirm that, after
due and careful enquiry, SDX Inc has adhered to all legal and
regulatory requirements involved in having its securities traded
on AIM.
AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS
WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS
(IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:
sdxenergy.com
DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
STRATEGY:
SDX's strategy is to create shareholder value through low cost
organic and inorganic production growth and, low cost, high
impact exploration success.
The Company intends to organically increase production and
cash flow generation through an active work programme, consisting
of improvements made to existing fields and high impact exploration
and development wells being drilled to increase production
at other assets in the portfolio.
SDX also intends to leverage its strong balance sheet and its
strong regional networks to grow through the acquisition of
suitable high value asset opportunities in North Africa. The
Company actively pursues acquisition opportunities within its
area of focus, where such opportunities meet the Company's
return hurdles, and may be in active processes with multiple
parties at any one time.
SDX maintains a strict financial discipline to ensure an efficient
use of funds. The short-term objective is to achieve production
of circa 10kboe/d through the implementation of this strategy
whilst the long-term objective is to become a full cycle E&P
Company with production in excess of 75kboe/d.
A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING
POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END
OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE
BEEN PUBLISHED:
There has been no significant change in the financial or trading
position of SDX Inc since 31 December 2018, being the end of
the last financial period, for which audited statements were
published, along with a Management Discussion & Analysis document,
on 22 March 2019.
A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON
TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS
GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM
THE DATE OF ITS ADMISSION:
The Directors and the Proposed Directors have no reason to
believe that the working capital available to SDX will be insufficient
for its present requirements and for at least 12 months from
the date of Admission.
DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE
AIM RULES:
Not applicable.
A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S
SECURITIES:
The Ordinary Shares admitted to AIM will be eligible for settlement
in CREST.
A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S
SECURITIES:
sdxenergy.com
INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT
WHICH IS NOT CURRENTLY PUBLIC:
Please refer to the Appendix to the Schedule 1 announcement
on the Company's website (sdxenergy.com) for the following
details:
* Strategy following Admission;
* Corporate Governance (post admission);
* Application of the City Code on Takeovers and
Mergers; and
* Material contracts.
Significant additional information in relation to the Admission
is included in the Circular to the shareholders of SDX Inc
dated 5 April 2019, which is available on the Company's website
(www.sdxenery.com) and on SEDAR at www.sedar.com.
A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST
ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR
END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM
RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN
ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM
RULE 19:
sdxenergy.com
THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:
None.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
PAACKPDQQBKDFQK
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April 08, 2019 08:00 ET (12:00 GMT)
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