TIDMSDX
RNS Number : 3086U
SDX Energy PLC
29 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.
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
29 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
Results of Court Meeting and General Meeting and Lapsing of the
Scheme
On 25 May 2022, the boards of SDX and Tenaz announced that they
had reached agreement on the terms of a recommended share-for-share
combination pursuant to which Tenaz would acquire the entire issued
ordinary share capital of SDX (the "Combination") which was
proposed to be effected by means of a Scheme of Arrangement under
Part 26 of the Companies Act 2006 (the "Scheme"). On 30 June 2022,
Tenaz announced the introduction of a cash alternative that was
made available under the terms of the Combination, through which
shareholders of SDX could 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.
Earlier today, SDX convened the Court Meeting and General
Meeting in connection with the Combination. The total votes in
favour of the resolutions were 48.30% at the Court Meeting and
54.27% at the General Meeting, which were below the minimum
threshold (75% of those shares voted) needed to approve the
resolutions.
Accordingly, certain of the conditions of the Scheme were not
satisfied and, consequently, the Combination has been terminated
and the Scheme has lapsed. As a result, no Court Hearing to
sanction the Scheme will be held and SDX is no longer in an offer
period as defined by the City Code on Takeovers and Mergers.
Voting Results of the Court Meeting
The table below sets out the results of the poll at the Court
Meeting. Each Scheme Shareholder, present in person or by proxy,
was entitled to one vote per Scheme Share held at the Voting Record
Time.
Results of No. of Scheme Number of Percentage Number of Percentage
Court Meeting Shares voted Scheme Shareholders of voting Scheme Shares of Scheme
as a percentage who voted Scheme Shareholders* voted Shares which
of the total were voted
Scheme Shares*
For 20.18% 19 13.29% 41,281,230 48.30%
----------------- --------------------- ---------------------- --------------- --------------
Against 21.60% 15 10.49% 44,187,084 51.70%
----------------- --------------------- ---------------------- --------------- --------------
Total 41.78% 34 23.78% 85,468,314 100%
----------------- --------------------- ---------------------- --------------- --------------
* Rounded to two decimal places
Voting Results of the General Meeting
The table Total Total Number Percentage Number Percentage Votes
below sets votes votes of votes of votes of votes of votes withheld**
out the validly validly "for" validly against validly
results cast cast as cast "for"* cast against*
of the poll a percentage
at the General of the
Meeting. issued
Each SDX share
Shareholder, capital*
present
in person
or by proxy,
was entitled
to one vote
per SDX
Share held
at the Voting
Record Time.
Special
Resolution
approving
implementation
of the Scheme
and amendment
to articles
of association 91,902,890 44.93% 49,878,987 54.27% 42,023,903 45.73% 11,509,915
----------- -------------- ----------- ------------- ----------- -------------- --------------
* Rounded to two decimal places
** A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes 'For' or 'Against' the
Special Resolution.
The total number of SDX Shares in issue at the Voting Record
Time was 204,563,045, none of which were held in treasury.
Consequently, the total voting rights in the Company at the Voting
Record Time were 204,563,045.
Prior to the Shareholder Meetings, the Company received an
enquiry from the Alberta Securities Commission (the "ASC") seeking
confirmation that security holders in Canada beneficially own more
than 10% of the outstanding voting securities of SDX, and that SDX
is not a designated foreign issuer under Canadian securities laws
(the "ASC Enquiry"). The ASC Enquiry also relates to certain
notifications of shareholdings in the Company made between 18 and
22 July 2022, and specifically whether the acquisition of those
shareholdings and related notifications were in compliance with
Canadian securities legislation. Following engagement with the ASC,
an early warning report on Form 62-103F1 was filed by certain
shareholders of the Company. Having taken legal advice, the Company
does not currently believe that there is a material risk of
regulatory action or successful litigation against the Company with
regard to these issues, however there can be no certainty that
there will be no regulatory action or litigation.
Capitalised terms used but not otherwise defined in this
announcement have the meanings given to them in the Scheme Document
published on 5 July 2022 in relation to the Combination.
Enquiries
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
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.
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 SDX's
websites at https://www.sdxenergygroup.com/ 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.
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END
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