TIDMSDX
RNS Number : 7700P
SDX Energy PLC
22 June 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
BE UNLAWFUL OR CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY
INVESTMENT DECISION IN RELATION TO THE NEW TENAZ SHARES EXCEPT ON
THE BASIS OF INFORMATION IN THE SCHEME DOCUMENT AND THE TENAZ
CIRCULAR WHICH ARE PROPOSED TO BE PUBLISHED IN DUE COURSE.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF
UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 AS AMED.
FOR IMMEDIATE RELEASE
22 June 2022
RECOMMED ALL-SHARE COMBINATION
between
Tenaz Energy Corp. ("Tenaz")
and
SDX Energy plc ("SDX")
to be effected by means of a Scheme of Arrangement under Part 26
of the Companies Act 2006
Grant of extension to deadline for posting of Scheme
Document
On 25 May 2022, the boards of directors of Tenaz and SDX
announced (the " Firm Offer Announcement ") that they had reached
agreement on the terms of a recommended share-for-share combination
between Tenaz and SDX (the " Combination " to form the " Combined
Group "). The Combination is to be implemented by means of a
court-sanctioned scheme of arrangement between SDX and the Scheme
Shareholders under Part 26 of the Companies Act 2006 (the " Scheme
"), with the entire issued and to be issued ordinary share capital
of SDX being acquired by Tenaz.
Unless otherwise defined or unless context so requires,
capitalised terms used but not defined in this announcement have
the meanings given to them in the Firm Offer Announcement.
In the Firm Offer Announcement, it was stated that it was
expected that the Scheme Document (including notices of the SDX
Meetings) together with the relevant SDX Forms of Proxy would be
sent to SDX Shareholders within 28 days of the date of the Firm
Offer Announcement (or on such later date as may be agreed by Tenaz
and SDX with the consent of the Panel) and that the Tenaz Circular,
which will contain notice of the Tenaz Special Meeting, would be
filed and mailed to Tenaz Shareholders on or around the same date
as the Scheme Document is posted to SDX Shareholders.
The directors of SDX and Tenaz have sought an extension to the
deadline for posting the Scheme Document from the Panel. The Panel
has granted such an extension to 5.00 p.m. (London time) on Tuesday
5 July 2022. It is still expected that the Tenaz Circular, which
will contain notice of the Tenaz Special Meeting, will be filed and
mailed to Tenaz Shareholders on or around the same date as the
Scheme Document is posted to SDX Shareholders.
Enquiries
Tenaz Corp.
Marty Proctor, Chairman Tel: + 1 (587) 330-1714
Anthony Marino, Chief Executive Officer
finnCap Ltd (Financial Adviser to Tenaz)
Henrik Persson, Charlie Beeson, Milesh Hindocha Tel: + 44 (0) 20
7220 0500
SDX Energy plc
Michael Doyle, Chairman Tel: + 44 (0) 203 219 5640
Mark Reid, Chief Executive Officer
Rothschild & Co (Rule 3 and Financial Adviser to SDX)
James McEwen Tel: +44 (0) 207 280 5000
Tanvi Ahuja
Stifel Nicolaus Europe Limited (Nominated Adviser and Broker to
SDX)
Callum Stewart Tel: +44 (0) 20 7710 7600
Camarco (Financial PR Adviser to SDX)
Billy Clegg/Owen Roberts/Violet Wilson Tel: +44 (0) 203 757
4980
Important notices
finnCap Ltd ("finnCap"), which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Tenaz and no one else in connection with the
matters described in this Announcement and will not be responsible
to anyone other than Tenaz for providing the protections offered to
clients of finnCap or for providing advice in connection with any
matter referred to in this Announcement. Neither finnCap nor any of
its affiliates (nor their respective directors, officers, employees
or agents) owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of finnCap in connection with this Announcement, any statement
contained herein, the Combination or otherwise. No representation
or warranty, express or implied, is made by finnCap as to the
contents of this Announcement.
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for SDX and
for no one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than SDX
for providing the protections afforded to clients of Rothschild
& Co or for providing advice in connection with any matter
referred to in this Announcement. Neither Rothschild & Co nor
any of its affiliates (nor their respective directors, officers,
employees or agents) owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Rothschild & Co in connection with this
Announcement, any statement contained herein, the Combination or
otherwise. No representation or warranty, express or implied, is
made by Rothschild & Co as to the contents of this
Announcement.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for SDX and for no one else in
connection with the matters described in this Announcement and will
not be responsible to anyone other than SDX for providing the
protections afforded to clients of Stifel or for providing advice
in connection with any matter referred to in this Announcement.
Neither Stifel nor any of its affiliates (nor their respective
directors, officers, employees or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Stifel in connection with this
Announcement, any statement contained herein, the Combination or
otherwise. No representation or warranty, express or implied, is
made by Stifel as to the contents of this Announcement.
Further Information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer or invitation to
purchase, or otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Combination or
otherwise, nor shall there be any sale, issuance or transfer of
securities of SDX pursuant to the Combination or otherwise in any
jurisdiction in contravention of applicable laws. The Combination
will be implemented solely by means of the Scheme Document (or, in
the event that the Combination is to be implemented by means of a
Takeover Offer, the Takeover Offer document) or any document by
which the Combination is made which will contain the full terms and
conditions of the Combination, including details of how to vote in
respect of the Combination.
SDX will prepare the Scheme Document to be distributed to SDX
Shareholders and which will be available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on SDX's website at https://www.sdxenergygroup.com/
,on SEDAR under SDX's profile at www.sedar.com and Tenaz's website
at https://www.tenazenergy.com/investors. SDX and Tenaz urge SDX
Shareholders to read the Scheme Document (and/or, in the event that
the Combination is to be implemented by way of a Takeover Offer,
the Takeover Offer document) carefully when it becomes available,
as it will contain important information relating to the
Combination, the New Tenaz Shares and the Combined Group. Any vote
in respect of resolutions to be proposed at the SDX General
Meetings to approve the Combination, the Scheme or related matters,
should be made only on the basis of the information contained in
the Scheme Document (or, in the event that the Combination is to be
implemented by means of a Takeover Offer, the Takeover Offer
document). Each SDX Shareholder is urged to consult its independent
professional advisers immediately regarding the tax consequences of
the Combination applicable to them.
Tenaz will prepare the Tenaz Circular to be mailed to Tenaz
Shareholders and which will be available on Tenaz's website at
https://www.tenazenergy.com/investors and will also be available
for review on SEDAR under Tenaz's profile at www.sedar.com and
SDX's website at https://www.sdxenergygroup.com/ . Tenaz urges
Tenaz Shareholders to read the Tenaz Circular when it becomes
available, as it will contain important information relating to the
Combination, the New Tenaz Shares and the Combined Group. Any vote
in respect of the Tenaz Resolution should be made only on the basis
of the information in the Tenaz Circular. It is expected that the
Tenaz Circular (including the notice of the Tenaz Special Meeting)
together with the Tenaz Form of Proxy, will be mailed to Tenaz
Shareholders as soon as is reasonably practicable and in any event
within 28 days of this Announcement, unless otherwise agreed with
the Panel.
The statements contained in this Announcement are made as at the
date of this Announcement unless some other time is specified in
relation to them.
This Announcement does not constitute a prospectus or prospectus
equivalent document. The New Tenaz Shares to be issued pursuant to
the Combination are not being offered to the public by means of
this Announcement. The Combination will be subject to the
applicable requirements of the Takeover Code, the Panel, the London
Stock Exchange, the FCA, Canadian securities laws and the TSX.
Please be aware that addresses, electronic addresses and certain
other information provided by SDX Shareholders, persons with
information rights and other relevant persons for the receipt of
communication by SDX may be provided to Tenaz during the Offer
Period as required by Section 4 of Appendix 4 of the Takeover Code
to comply with Rule 2.11(c) of the Takeover Code.
Overseas Shareholders
This Announcement has been prepared for the purpose of complying
with English law, the Takeover Code, the Market Abuse Regulation,
the AIM Rules, the TSX Rules, Canadian securities laws and the
Disclosure Guidance and Transparency Rules and the information
disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with
the laws of jurisdictions outside of the United Kingdom.
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom and Canada may be
restricted by law and/or regulation. Persons who are not resident
in the United Kingdom or Canada, or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable legal or regulatory requirements. In particular, the
ability of persons who are not resident in the United Kingdom or
who are subject to the laws of another jurisdiction to participate
in the Combination or to vote their SDX Shares in respect of the
Scheme at the SDX Court Meeting, or to execute and deliver the SDX
Forms of Proxy appointing another to vote at the SDX Court Meeting
on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located or to which they are
subject. Any failure to comply with the applicable requirements may
constitute a violation of the laws and/or regulations of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Combination disclaim any
responsibility or liability for the violation of such restrictions
by any person.
Unless otherwise determined by Tenaz or required by the Takeover
Code and permitted by applicable law and regulation, participation
in the Combination will not be made available, directly or
indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may
vote in favour of the Combination by any such use, means,
instrumentality or form within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Accordingly, copies of this Announcement
and all documentation relating to the Combination are not being,
and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this Announcement and all
documents relating to the Combination (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions as doing so may
invalidate any purported vote in respect of the Combination.
If the Combination is implemented by way of a Takeover Offer
(unless otherwise permitted by applicable law and regulation), the
Takeover Offer may not be made, directly or indirectly, in or into
or by use of the mails or any other means or instrumentality
(including, without limitation, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other
securities exchange of any Restricted Jurisdiction and the Takeover
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted
Jurisdiction.
The availability of the New Tenaz Shares under the Combination
to SDX Shareholders who are not resident in the United Kingdom or
Canada may be affected by the laws of the relevant jurisdictions in
which they are resident or to which they are subject. Persons who
are not resident in the United Kingdom or Canada, or who are
subject to the laws of other jurisdictions, should inform
themselves of, and observe, any applicable legal or regulatory
requirements.
Further details in relation to Overseas Shareholders will be
contained in the Scheme Document.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the Announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3:30 p.m. (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3:30 p.m. (London time) on the 10th Business Day following the
Announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3:30 p.m.
(London time) on the Business Day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Takeover Code, Tenaz confirms
that, as at 21 June 2022 being the latest practicable Business Day
prior to the date of this Announcement, it has 28,458,074 Tenaz
Shares in issue. The International Securities Identification Number
for Tenaz Shares is CA88034V3048.
In accordance with Rule 2.9 of the Takeover Code, SDX confirms
that, as at 21 June 2022 being the latest practicable Business Day
prior to the date of this Announcement, it has 204,563,045 SDX
Shares in issue. The International Securities Identification Number
for SDX Shares is GB00BJ5JNL69.
Publication on websites and availability of hard copies
Pursuant to Rule 26.1 of the Takeover Code, a copy of this
Announcement and other documents in connection with the Combination
will be available free of charge, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, at
Tenaz's and SDX's websites at https://www.tenazenergy.com/investors
and https://www.sdxenergygroup.com/ respectively promptly following
the publication of this Announcement and in any event by no later
than 12 noon on the Business Day following this Announcement until
the end of the Offer Period (or, if later, the end of any
competition reference period).
For the avoidance of doubt, the content of the websites referred
to above is not incorporated into and does not form part of this
Announcement.
Pursuant to Rule 30.3 of the Takeover Code, copies of this
Announcement and all future documents, Announcements and
information required to be sent to persons in relation to the
Combination may be requested to be received by such persons in hard
copy form by contacting Link Group between 8.30 a.m. to 5.30 p.m.
(London time) Monday to Friday (except public holidays in England
and Wales) on 0371 664 0321 (or if calling from outside the UK +44
(0) 371 664 0321 ) or by submitting a request in writing to the
Registrar of Companies at Link Group, Corporate Actions Team, 10th
Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL or by
email to shareholderenquiries@linkgroup.co.uk .
Important information
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
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