TIDMSDX
RNS Number : 7324Q
SDX Energy PLC
30 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
30 June 2022
RECOMMED ALL-SHARE COMBINATION WITH CASH ALTERNATIVE
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
1. Introduction
On 25 May 2022, the boards of directors of Tenaz and SDX
announced (the "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")
whereby each Scheme Shareholder will be entitled to receive 0.075
New Tenaz Shares for each 1 SDX Share (the "Share Offer"). 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.
Tenaz is today pleased to announce the introduction of a Cash
Alternative that is to be made available under the terms of the
Combination, through which SDX Shareholders can elect to receive
cash instead of some or all of the New Tenaz Shares to which they
would otherwise be entitled under the Combination (the "Cash
Alternative").
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 Announcement.
2. The Cash Alternative
SDX Shareholders may elect to receive cash instead of some or
all of the New Tenaz Shares to which they would otherwise be
entitled to under the Combination.
Any SDX Shareholder who validly elects to only receive cash for
all of their SDX Shares will receive 11 pence in cash for each SDX
Share for which a valid election has been made and no New Tenaz
Shares. However, SDX Shareholders may also elect to receive New
Tenaz Shares in lieu of part or all of the cash consideration which
they would otherwise be entitled to receive pursuant to the Cash
Alternative using the following exchange ratio:
for each SDX Share 0.075 New Tenaz Shares
The following table shows, for illustrative purposes only, and
on the bases and assumptions set out in the notes below, the
financial effects of the Combination on capital value for a holder
of 1,000 SDX Shares if the Scheme becomes Effective. The table
shows the financial effects for both a holder who receives New
Tenaz Shares in accordance with the Exchange Ratio, and a holder
who makes an election for the Cash Alternative (i.e. is entitled to
receive 11 pence in cash for each SDX Share held).
Column (A) compares the market value of SDX Shares on 24 May
2022 (being the last Business Day prior to the commencement of the
Offer Period) with the market value of Tenaz Shares as at the same
date. Column (B) compares the market value of SDX Shares on the
last practicable date prior to the date of this announcement with
the market value of Tenaz Shares as at the same date.
(A) (B)
As at As at
New Tenaz Shares(1) 24-May-22 29 June 22
Increase in capital value
Consideration received on sale of 1,000 SDX
Shares:
Value of 75 New Tenaz Shares received based GBP102.21 GBP115.57
on the Exchange Ratio (2)
Market value of 1,000 SDX Shares (3) GBP82.50 GBP92.50
Increase in capital value GBP19.71 GBP23.07
Representing an increase of (4) 23.9% 25.0%
Cash Alternative(1)
Increase in capital value
Consideration received on sale of 1,000 SDX
Shares:
Cash GBP110.00 GBP110.00
Market value of 1,000 SDX Shares(3) GBP82.50 GBP92.50
Increase in capital value GBP27.50 GBP17.50
Representing an increase of (4) 33.3% 18.9%
Notes:
(1) No account has been taken of any potential liability to taxation.
(2) The market values of GBP102.21 (in column A) and GBP115.57
(in column B) for 75 New Tenaz Shares implied by the terms of the
Combination are calculated based on the Closing Prices per Tenaz
Share of:
(a) C$2.19 per Tenaz Share, and a GBP:CAD exchange rate of
1.607, on 24 May 2022 (being the last Business Day prior to the
commencement of the Offer Period); and
(b) C$2.41 per Tenaz Share, and a GBP:CAD exchange rate of
1.564, on 29 June 2022 (being the last practicable date prior to
the date of this announcement), respectively, multiplied by 0.075
New Tenaz Shares to every SDX Share.
(3) The market values of GBP82.50 (in column A) and GBP92.50 (in
column B) are calculated based on the Closing Prices per SDX Share
of:
(a) 8.25 pence per SDX Share on 24 May 2022 (being the last
Business Day prior to the commencement of the Offer Period);
and
(b) 9.25 pence per SDX Share on 29 June 2022 (being the last
practicable date prior to the date of this announcement).
(4) Calculated as the increase in capital value as a proportion
of the market value of one SDX Share in percentage terms.
Appendix I to this announcement sets out updates to previously
disclosed operational accretion to Tenaz (on a historic proforma
basis) on an indicative basis, dependent on the level of uptake of
the Cash Alternative.
The Cash Alternative is conditional upon the Scheme becoming
Effective. All valid elections under the Cash Alternative will be
satisfied in full by Tenaz. If no elections are made for the Cash
Alternative, Tenaz would issue approximately 15,638,224 New Tenaz
Shares pursuant to the Combination. As a result of the Combination,
Tenaz would, in those circumstances, have approximately 44,096,298
Tenaz Shares in issue and SDX Shareholders would together hold
approximately 36 per cent. of the Tenaz Shares in issue upon the
Scheme becoming Effective.
The detailed terms of the Cash Alternative will be set out in
the Scheme Document.
3. Financing of the Cash Alternative
The cash consideration payable by Tenaz to SDX Shareholders
pursuant to the Cash Alternative will be funded from a combination
of the existing cash resources of Tenaz and funding provided to
Tenaz under a reserve-based credit facility (the "Facility").
The Facility facilitates the cash confirmation in relation to
the Cash Alternative. Further details of the Facility will be
provided in the Scheme Document. finnCap, in its capacity as
financial adviser to Tenaz, is satisfied that sufficient cash
resources are available to Tenaz to enable it to satisfy in full
the cash consideration payable to SDX Shareholders under the terms
of the Cash Alternative element of the Combination.
4. Recommendation by SDX directors
The SDX Directors, who have been so advised by Rothschild &
Co as to the financial terms of the Share Offer and the Cash
Alternative, consider the terms of each of the Share Offer and the
Cash Alternative to be fair and reasonable. In providing its advice
to the SDX Directors, Rothschild & Co has taken into account
the commercial assessments of the SDX Directors. Rothschild &
Co is providing independent financial advice to the SDX Directors
for the purposes of Rule 3 of the Takeover Code.
Accordingly, the SDX Directors intend to recommend unanimously
that SDX Shareholders vote in favour of the Scheme at the SDX Court
Meeting, and in favour of the SDX Resolutions to be proposed at the
SDX General Meeting, as the SDX Directors (and a former director)
who hold SDX Shares have irrevocably undertaken to do in respect of
their own beneficial holdings (and the beneficial holdings which
are under their control) of 5,040,636 SDX Shares, representing, in
aggregate, approximately 2.46 percent of SDX's issued ordinary
share capital as at the close of business on the last practicable
date prior to the date of this announcement.
The SDX Directors who hold SDX Shares intend to set out in the
Scheme Document whether they plan to receive the Share Offer or to
elect, in full or in part, for the Cash Alternative.
SDX Shareholders should consider their own personal
circumstances when deciding whether to receive the Share Offer or
to elect, in full or in part, for the Cash Alternative and are,
therefore, strongly recommended to seek their own independent
financial, tax and legal advice in light of their own particular
circumstances and investment objectives before deciding whether to
receive the Share Offer or elect, in full or in part, for the Cash
Alternative. Any decision should also be based on a full
consideration of this document, the Announcement and other relevant
information.
5. Amendment to the Longstop Date and Timing of Scheme Document
In order to allow the Cash Alternative to be made available,
Tenaz and SDX have, with the consent of the Panel, agreed to amend
the Longstop Date described in the Announcement to be 31 December
2022 (and not 24 May 2023, as previously stated). Accordingly,
Tenaz and SDX have today agreed to amend the Co-operation Agreement
dated 25 May 2022 to reflect the change to the Longstop Date and a
copy of the amendment agreement relating to the Co-operation
Agreement will be available free of charge, subject to certain
restrictions relating to persons 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. It will also be available
under the profiles of each of SDX and Tenaz on www.sedar.com .
As announced on 22 June 2022, the Scheme Document containing
further information about the Combination and notices of the SDX
Meetings, together with the Forms of Proxy and a Form of Election
for the Cash Alternative, will be sent to SDX Shareholders no later
than 5.00 p.m. (London time) on Tuesday 5 July 2022 (or on such
later date as may be agreed between Tenaz and SDX with the consent
of the Panel). 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.
6. Dividend
If, after the date of this Announcement, any Non-Permitted SDX
Dividend is declared, made or paid or becomes payable in respect of
the SDX Shares (other than, or in excess of, any SDX Equalisation
Dividend), Tenaz reserves the right to reduce the Exchange Ratio
and Cash Alternative accordingly so as to reflect the aggregate
value attributable to any such Non-Permitted SDX Dividend.
If, after the date of this Announcement, any Non-Permitted Tenaz
Dividend is declared, made or paid or becomes payable in respect of
the Tenaz Shares, then SDX will be entitled to declare and pay, and
the SDX Shareholders will be entitled to receive and retain in
Sterling, the SDX Equalisation Dividend.
7. General
Your attention is drawn to the further information contained in
the Announcement which form part of, and should be read in
conjunction with, this announcement.
Each of finnCap, Rothschild & Co and Stifel has given and
has not withdrawn its written consent to the issue of this
announcement with the inclusion of the references to their names in
the form and context in which they appear.
The Combination will be subject to the Conditions and certain
further terms set out in the Announcement and the further terms and
conditions set out in the Scheme Document when issued. Appendix II
of the Announcement contains the sources and bases of certain
information contained in this announcement.
Enquiries
Tenaz Energy 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
Torys LLP and Watson Farley & Williams LLP are retained as
Canadian/US and UK legal adviser for Tenaz, respectively.
Blake, Cassels & Graydon LLP and Bryan Cave Leighton Paisner
LLP are retained as Canadian and UK legal adviser for SDX,
respectively.
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.
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.
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
Canada 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.
Notice to US holders of SDX Shares
Neither the United States Securities and Exchange Commission nor
any other US federal or state securities commission or regulatory
authority has reviewed, approved or disapproved this announcement,
or any of the proposals described in this announcement or the New
Tenaz Shares or passed an opinion on the accuracy or the adequacy
of this announcement. Any representation to the contrary is a
criminal offence in the United States.
Forward looking statements
This announcement (including information incorporated by
reference into this announcement), any oral statements made by
Tenaz or SDX in relation to the Combination and other information
published by Tenaz or SDX may contain statements about Tenaz, SDX
and the Combined Group that are or may be forward-looking
statements. All statements other than statements of historical fact
included in this announcement may be forward-looking statements.
Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "goals", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"estimates", "projects", hopes", "continues", "would", "could",
"should" or words or terms of similar substance or the negative
thereof, are forward looking statements. Forward-looking statements
include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) the completion of the
Combination; and (iii) business and management strategies and the
expansion and growth of Tenaz's or SDX's or the Combined Group's
operations and potential synergies resulting from the
Combination.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and/or the
operations of Tenaz, SDX or the Combined Group and are based on
certain assumptions and assessments made by Tenaz and SDX in light
of their experience and their perception of historical trends,
current conditions, future developments and other factors they
believe appropriate. Except as expressly provided in this
announcement, they have not been reviewed by the auditors of Tenaz
or SDX. Although it is believed that the expectations reflected in
such forward looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and
you are therefore cautioned not to place reliance on these forward
looking statements which speak only as at the date of this
announcement. Neither SDX nor Tenaz, nor any of their respective
members, directors, officers, employees, advisers and any person
acting on behalf of one or more of them assumes any obligation to
update or correct the information contained in this announcement
(whether as a result of new information, future events or
otherwise) except as required by applicable law (including as
required by the Takeover Code, the AIM Rules, the TSX Rules,
Canadian securities laws, and the Disclosure Guidance and
Transparency Rules).
There are several factors which could cause actual results to
differ materially from those expressed or implied in forward
looking statements. Among the factors that could cause actual
results to differ materially from those described in the forward
looking statements are: the ability to complete the Combination,
the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions on the proposed
terms, changes in the global, political, economic, business,
competitive, market and regulatory forces, future exchange and
interest rates, changes in tax rates and future business
acquisitions or disposals, the anticipated benefits from the
Combination not being realised as a result of changes in general
economic and market conditions in the countries in which Tenaz and
SDX operate, weak, volatile or illiquid capital and/or credit
markets, changes in the degree of competition in the geographic and
business areas in which Tenaz and SDX operate, and changes in laws
or in supervisory expectations or requirements. Such statements are
qualified in their entirety by the inherent risks and uncertainties
surrounding future expectations.
No member of the Tenaz Group or the SDX Group, nor any of their
respective associates, directors, officers, employees or advisers,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur.
Profit forecasts, quantified financial benefit statements or
estimates
No statement in this announcement is intended, or is to be
construed, as a profit forecast, profit estimate or quantified
financial benefit statement for any period. No statement in this
announcement should be interpreted to mean that earnings or
earnings per share of Tenaz,SDX or the Combined Group, as
appropriate for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share of Tenaz, SDX or the Combined Group, as
appropriate.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
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 pm
(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 29 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.
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.
Use of a Standard
Reserve and resource estimates disclosed or referenced herein
have been prepared and evaluated by independent reserves evaluators
in accordance with the SPE's Canadian Oil and Gas Evaluation
Handbook and in accordance with National Instrument 51-101 -
Standards of Disclosure for Oil and Gas Activities of the Canadian
Securities Administrators. This announcement also contains
references to "boe" (barrels of oil equivalent), "mboe" (one
thousand barrels of oil equivalent), and "mmboe" (one million
barrels of oil equivalent). Each of Tenaz and SDX has adopted the
standard of six thousand cubic feet of gas to one barrel of oil (6
mcf: 1 bbl) when converting natural gas to boes. boe, mboe and
mmboe may be misleading, particularly if used in isolation. The
foregoing conversion ratios are based on an energy equivalency
conversion method primarily applicable at the burner tip and do not
represent a value equivalency at the wellhead. Given that the value
ratio based on the current price of oil as compared to natural gas
is significantly different from the energy equivalent of 6:1,
utilizing a conversion on a 6:1 basis may be misleading.
Appendix I
Information Relating to Tenaz
Per Share Accretion to Existing Tenaz Shareholders
Aggregate Election Operating Income Per
Level Production Per Share(1) Share(2)
100% cash (maximum
cash uptake) 274% 418%
------------------------ ---------------------
50% cash (mid-point
cash uptake) 193% 280%
------------------------ ---------------------
0% cash (no cash uptake
/ original all equity
transaction) 141% 212%
------------------------ ---------------------
(1) combined production per share calculated as SDX stated
production guidance of 3,300 - 3,550 boe/d including the disposal
of South Disouq plus Tenaz stated production guidance of
1,200-1,300 boe/d, with a resultant combined midpoint of these
ranges of 4,650 mboe
(2) proforma operating income is a non-IFRS measure and
represents a measurement of the combined operational scale of the
proforma entity. Combined "operating income per share" on a
proforma combined basis for the three months ended 31 December 2021
of C$16.1m has been calculated as the operating netback of Tenaz of
C$3.4m plus that of SDX of US$11.5m (C$14.5m), less 33% of the
US$4.4m (C$5.5m) attributable to South Disouq at an exchange rate
of USD:CAD 0.77
Tenaz Working Capital
As at March 31, 2022, Tenaz held a cash balance of approximately
C$21.8 million and adjusted positive working capital of C$21.0
million. As at March 31, 2022, SDX held approximately C$15.2
million in cash, and an additional C$16.5 million in non-cash net
working capital.
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END
MSCFFFLVRRIAFIF
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