TIDMSDX
RNS Number : 2881R
SDX Energy PLC
05 July 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
5 July 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
PUBLICATION OF SCHEME DOCUMENT
On 25 May 2022, the boards of SDX Energy PLC (the "Company") and
Tenaz Energy Corp. (the "Offeror") announced (the "Announcement")
that they had reached agreement on the terms of a recommended
share-for-share offer pursuant to which the Offeror will acquire
the entire issued ordinary share capital of the Company (the
"Combination"). On 30 June 2022, the Offeror announced the
introduction of a cash alternative that is to be made available
under the terms of the Combination, through which shareholders of
the Company (the "SDX Shareholders") can elect to receive cash
instead of some or all of the share consideration to which they
would otherwise be entitled to under the terms of the Combination
(the "Cash Alternative").
As outlined in the Announcement, the Combination is to be
effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").
Publication of the Scheme Document
SDX is pleased to announce that a circular in relation to the
Scheme (the "Scheme Document") setting out, among other things, a
letter from the Chairman of SDX, an explanatory statement pursuant
to section 897 of the Companies Act 2006, the full terms and
conditions of the Scheme, an expected timetable of principal
events, notices of the Court Meeting and the General Meeting and
details of the actions to be taken by SDX Shareholders in
connection with the Scheme has been published and made available
today, subject to certain restrictions relating to persons in
Restricted Jurisdictions, on SDX's website at
https://www.sdxenergygroup.com/ and Tenaz's website at
https://www.tenazenergy.com/.
A circular relating to the New Tenaz Shares proposed to be
issued to SDX Shareholders in connection with the Combination is
expected to be published on 8 July 2022 on Tenaz's website at
https://www.tenazenergy.com/.
Hard copies of the Forms of Proxy for the Court Meeting and the
General Meeting are being sent to SDX Shareholders. SDX
Shareholders who have previously elected (or deemed to elect) to
receive hard-copy documents will be sent a hard copy of the Scheme
Document. SDX Shareholders who hold certificated shares will also
receive a Form of Election in relation to the Cash Alternative.
Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meanings as set out in the Scheme
Document. All references to times in this announcement are to
London, United Kingdom time unless stated otherwise.
Action required in respect of the SDX Meetings
Notices of the Court Meeting and the General Meeting, each of
which have been convened for Friday 29 July 2022 at the offices of
Bryan Cave Leighton Paisner LLP, Governor's House, 5 Laurence
Pountney Hill, London EC4R 0BR, United Kingdom, are set out in the
Scheme Document. The Court Meeting will start at 10.00 a.m. and the
General Meeting at 10.15 a.m. or as soon thereafter as the Court
Meeting has concluded or adjourned.
As further detailed in the Scheme Document, in order to become
Effective, the Scheme will require, among other things, that the
requisite majorities of: (i) eligible SDX Shareholders vote in
favour of the Scheme at the Court Meeting (ii) eligible SDX
Shareholders vote in favour of the SDX Resolution at the General
Meeting; and that approval be obtained from the Tenaz Shareholders
for the issue of the New Tenaz Shares at the Tenaz Special Meeting.
The Scheme must be sanctioned by the Court. The Scheme is also
subject to the satisfaction (or, where applicable, waiver) of the
other Conditions and further terms, as described more fully in the
Scheme Document.
Eligible SDX Shareholders are asked to complete and sign the
Forms of Proxy in accordance with the instructions provided thereon
and return them as soon as possible to the Registrar, Link Group,
PXS 1, 10(th) Floor Central Square, 29 Wellington Street, Leeds,
LS1 4DL, so as to be received as soon as possible and in any event
no later than:
-- pink Forms of Proxy for the Court Meeting: 10.00 a.m. on 27 July 2022
-- blue Forms of Proxy for the General Meeting: 10.15 a.m. on 27 July 2022
or, if in either case the meeting is adjourned, no later than 48
hours before the time fixed for the holding of the adjourned
meeting (excluding any day that is not a Business Day).
If the pink Form of Proxy for use at the Court Meeting is not
lodged by 10.00 a.m. on 27 July 2022 (or, in the case of
adjournment, no later than 48 hours before the time fixed for the
holding of the adjourned meeting (excluding any day that is not a
Business Day)), it may be handed to the Chairman of the meeting or
to the Registrar, Link Group, on behalf of the Chairman at the
Court Meeting before the taking of the poll. However, in the case
of the General Meeting, unless the blue Form of Proxy is lodged so
as to be received by 10.15 a.m. on 27 July 2022 (or, in the case of
adjournment, no later than 48 hours before the time fixed for the
holding of the adjourned meeting (excluding any day that is not a
Business Day)), it will be invalid.
It is important that, for the Court Meeting in particular, as
many votes as possible are cast, whether in person or by proxy, so
that the Court may be satisfied that there is a fair representation
of the opinion of the Scheme Shareholders. Whether or not you
intend to attend and/or vote at the SDX Meetings, you are therefore
strongly advised to sign and return your pink Form of Proxy by post
or to transmit a proxy appointment and voting instruction
electronically (online or through CREST) for the Court Meeting as
soon as possible.
Action to be taken to receive the Cash Alternative
Further details of the process for electing to participate in
the Cash Alternative are set out in the Scheme Document. A summary
is below.
Non-CREST shareholders
SDX Shareholders who hold certificated SDX Shares and who wish
to elect for the Cash Alternative should complete and return the
green Form of Election to Link Group, Corporate Actions, 10th
Floor, Central Square 29 Wellington Street, Leeds, England, LS1 4DL
as soon as possible, but in any event so as to be received by no
later than 1.00 pm on the Election Return Date (or such later date
as may be announced through a Regulatory Information Service).
You should only complete and return the green Form of Election
if you wish to make an election in respect of the Cash Alternative.
If you wish only to receive New Tenaz Shares in respect of your SDX
Shares and not receive any cash, you do NOT need to complete and
return the green Form of Election.
CREST shareholders
SDX Shareholders who are CREST shareholders and who wish to
elect for the Cash Alternative should elect to do so electronically
via the CREST procedure set out in the Scheme Document as soon as
possible, but in any event so as to be received by no later than
1.00 pm on the Election Return Date (or such later date as may be
announced through a Regulatory Information Service).
You should only make such an election if you wish to make an
election in respect of the Cash Alternative. If you wish only to
receive New Tenaz Shares in respect of your SDX Shares and do not
wish to receive any cash, you do NOT need to make any such
election.
Recommendation
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 unanimously recommend that SDX Shareholders vote in
favour of the Scheme at the Court Meeting, and in favour of the SDX
Resolution to be proposed at the General Meeting. SDX Shareholders
should carefully read the Scheme Document in its entirety before
making a decision with respect to the Scheme.
Timetable
The Scheme Document contains an expected timetable of principal
events in relation to the Scheme which is also set out in the
Appendix to this announcement. The Scheme remains conditional on
the approval of the requisite majority of eligible Scheme
Shareholders at the Court Meeting, the requisite majorities of
eligible SDX Shareholders in relation to each of the resolutions to
be proposed at the General Meeting, the approval of the Tenaz
Shareholders for the issue of the New Tenaz Shares at the Tenaz
Special Meeting and the satisfaction (or, where applicable, waiver)
of the other Conditions set out in the Scheme Document, including
the sanction of the Court.
Subject to the Scheme becoming Effective, SDX intends to make an
application to the London Stock Exchange for the cancellation of
the admission to trading of the SDX Shares on the London Stock
Exchange's AIM market to take effect on or shortly after the
Effective Date.
The last day of dealings in SDX Shares on AIM is expected to be
the Business Day immediately prior to the Effective Date and no
transfers shall be registered after 6.00 p.m. on that date.
Additional information for SDX Shareholders
If you have any questions about the Scheme Document, the Court
Meeting or the General Meeting, or are in any doubt as to how to
complete the Forms of Proxy or the Form of Election or to submit
your proxies electronically or online, please contact the
Registrar, Link Group:
-- by email at enquiries@linkgroup.co.uk;
-- by submitting a request in writing to Link Group, Corporate
Actions,10th Floor, Central Square, 29 Wellington Street, Leeds,
LS1 4DL; or
-- by phone on +44 (0) 371 664 0321. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. Lines will be open between 9.00 a.m. to 5.30 p.m., Monday to
Friday excluding public holidays in England and Wales. Different
charges may apply to calls from mobile telephones and calls may be
recorded and randomly monitored for security and training
purposes.
Link Group and the helpline cannot provide advice on the merits
of the Combination or the Scheme nor give any financial, legal or
tax advice.
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.
APPIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable is based on SDX's and Tenaz's
current expected dates for the implementation of the Scheme and is
subject to change. If any of the dates and/or times in this
expected timetable change, the revised dates and/or times will be
notified to SDX Shareholders by announcement through a Regulatory
Information Service, with such announcement being made available on
SDX's website at https://www.sdxenergygroup.com/.
Date of circulation of the Scheme Document 5 July 2022
Latest time for lodging Form of Proxy for the Court Meeting
(pink form ) 10:00 am on 27 July 2022
Latest time for lodging Form of Proxy for the General
Meeting
(blue form ) 10:15 am on 27 July 2022
Scheme Voting Record Time for the Court Meeting and
the General Meeting 8:00 pm on 27 July 2022
Court Meeting 10:00 am on 29 July 2022
General Meeting 10:15 am on 29 July 2022
Tenaz Shareholder Meeting 2:30 pm (EDT) on 29 July 2022
Latest time for returning Form of Election (green form) 1:00 pm
on D-1 2022
Latest time for submitting a TTE Instruction 1:00 pm on D-1 2022
Last day of dealings in, and for registration of transfers and
disablement in CREST of, SDX Shares Last trading day on AIM
prior to D
Court Hearing to sanction the Scheme A date expected to be no
later than and last day of dealings in, and for 28 days following
the satisfaction (or, where
registration of transfers of, SDX Shares applicable, waiver) of
the Conditions ("D")
Suspension of trading on AIM of, and dealings,
settlements and transfers in, SDX Shares 5:00 pm on D
Scheme Record Time 8:00 pm on D
Effective Date D+1 ("S")
Cancellation of admission to trading on AIM of, and
cessation of dealings in, SDX Shares 8:00 am on S
New Tenaz Shares issued to SDX Shareholders 9:30 am (EDT) on
S
Listing and posting for trading on TSX of New Tenaz Shares 9:30
am (EDT) on S CREST accounts of SDX Shareholders credited with
Depositary Interests No later than 9:00 am on S + 14
Latest date for despatch of share certificates for the New Tenaz
Shares under the Combination and cheques for the cash consideration
pursuant to
the Cash Alternative or settlement through CREST
S+14 Long Stop Date
31 December 2022
Notes:
1 References to times are to London time. If any of the dates
and/or times in this expected timetable change, the revised dates
and/or times will be notified to SDX Shareholders by announcement
through a Regulatory Information Service.
2 The PINK Form of Proxy for the Court Meeting if not returned
by the time stated above may be handed to the Registrar or to the
chairman of the Court Meeting before the taking of the poll at the
Court Meeting and will still be valid.
3 The BLUE Form of Proxy for the General Meeting must be lodged
by the time stated above in order to be valid or, if the General
Meeting is adjourned, no later than 48 hours (excluding
non-Business Days) before the time fixed for the holding of the
adjourned meeting.
4 If either the Court Meeting or the General Meeting is
adjourned, the Scheme Voting Record Time of the adjourned
meeting(s) will be 8.00 pm on the second Business Day before the
day fixed for the adjourned meeting.
5 If either (i) the GREEN Form of Election has either been
received after 1 : 00 pm on the Election Return Date or has been
received before such time and date but is not valid or complete in
all respects in accordance with the instructions printed thereon or
(ii) any TTE Instruction in respect of the Cash Alternative has
either been settled after 1.00 pm on the Election Return Date or
has been settled before such time and date but is not valid or
complete in all respects in accordance with the instructions
contained in pages 13 to 15 (Action to be Taken) of the Scheme
Document, such election shall for all purposes be void and the
holder of Scheme Shares purporting to make such election shall not,
for any purpose, be entitled to receive cash pursuant to the Cash
Alternative upon the Scheme becoming effective and shall only be
entitled to receive share consideration in respect of such Scheme
Shares under this Scheme.
IMPORTANT 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 to purchase, 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 in any
jurisdiction in contravention of applicable law.
The Combination will be implemented solely pursuant to the terms
of the Scheme Document (or, if the Combination is implemented by
way of a Takeover Offer, the Offer Document), which contain the
full terms and conditions of the Combination, including details of
how SDX Shareholders may vote in respect of the Combination.
Any decision by SDX Shareholders in respect of, or other
response to, the Combination should be made on the basis of the
information contained in the Scheme Document and the Tenaz
Circular.
Tenaz will publish the Tenaz Circular , containing information
on the New Tenaz Shares and the Combined Group.
SDX and Tenaz urge SDX Shareholders to read the Scheme Document
and the Tenaz Circular carefully because they contain important
information in relation to the Combination, the New Tenaz Shares
and the Combined Group.
Tenaz urges Tenaz Shareholders to read the Tenaz Circular
carefully.
Any vote in respect of resolutions to be proposed at the SDX
Meetings or the Tenaz Special Meeting 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, if the
Combination is implemented by way of a Takeover Offer, the Offer
Document) and the Tenaz Circular.
This announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
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 on 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 the resolution to approve the Scheme
at the Court Meeting and the SDX Resolution at the General Meeting
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 Court Meeting, or to execute and
deliver the Forms of Proxy appointing another to vote at the 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.
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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Kingdom. Terms and conditions relating to the use and distribution
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END
SOAFFFIVDAISIIF
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