Proposed Redomicile Transaction and Intention to Float on AIM
January 29 2018 - 9:00AM
Serinus Energy Inc. (“
Serinus” or the
“
Corporation”) (TSX:SEN)(WARSAW:SEN) announces
that its board of directors (the “
Board”) has
resolved to seek shareholder approval for the redomicile of the
Corporation from Alberta to Jersey, Channel Islands. Accordingly,
the Corporation is today publishing a Notice of Special Meeting of
Shareholders (the “
Special Meeting”) for a meeting
to be held March 7, 2018.
The proposed redomicile will be effected by way
of a legal process called ‘Continuance’ (the
“Continuance”). Pursuant to the corporate laws of
Alberta, the resolution to approve the Continuance requires
approval of at least 662/3% of Shareholders present in person or
voting by proxy at the Special Meeting in order to be effective.
Following completion of the Continuance, the Corporation intends to
seek admission to be traded on the AIM market of the London Stock
Exchange, subject to, among other things, market conditions. Once
admitted to AIM, the Corporation would delist from the Toronto
Stock Exchange but maintain its listing on the Warsaw Stock
Exchange.
If the Continuance is approved by Shareholders
and subsequently implemented by the Corporation:
- the Corporation will cease to be governed by the corporate laws
of Alberta and will be governed instead by the corporate laws of
Jersey, Channel Islands;
- the Corporation will cease to be domiciled in Alberta for legal
and taxation purposes;
- the Corporation’s registered office will be in Jersey; and
- the Corporation’s name will be changed to ‘Serinus Energy
plc’.
The Board has determined that these transactions
would be in the best interests of the Corporation, as:
- London and Jersey are more conveniently located in relation to
the Corporation’s financing and other activities in Europe and its
principal assets in Romania and Tunisia;
- since the Corporation has no active commercial connections to
Canada, there is no reason for it to be domiciled there and thereby
subject to Canadian income and capital gains taxes or for it to
bear the compliance costs associated with being a Canadian
taxpayer;
- Canadian withholding tax applicable to dividends paid to
Shareholders outside Canada will be eliminated; and
- the Corporation anticipates that an AIM listing and a Jersey
domicile would result in greater access to the European capital and
debt markets for the Corporation, as European market investors are
generally more familiar with Jersey companies and tax resident
listed companies and are nearer to the Corporation’s principal
assets.
In early-February 2018, the Corporation intends
to send to Shareholders an information circular providing
additional background on the transactions and seeking approval of
the Continuance. The Special Meeting is expected to be held in
Calgary on March 7, 2018. The information circular will include,
among other things, a comparison between Canadian and Jersey law
insofar as it affects Shareholder rights, and details and the
effects of the transactions.
Other key dates relating to the Special Meeting
are:
- Record date for determining those Shareholders who are entitled
to receive notice of and to vote at the Special Meeting: February
5, 2018;
Date for submission of proxy forms by registered
shareholders: 10:00 AM (Mountain Standard Time), March 5, 2018.
About Serinus
Serinus is an international upstream oil and gas
exploration and production company that owns and operates projects
in Tunisia and Romania.
For further information, please refer to the
Serinus website (www.serinusenergy.com) or contact the
following:
Serinus Energy
Inc.Calvin BrackmanVice President, External
Relations & StrategyTel.:
+1-403-264-8877cbrackman@serinusenergy.com |
Serinus Energy Inc.
Jeffrey AuldChief Executive OfficerTel.:
+1-403-264-8877 jauld@serinusenergy.com |
|
Translation: This news release has been
translated into Polish from the English original.
Forward-looking Statements This release
may contain forward-looking statements made as of the date of this
announcement with respect to future activities that either are not
or may not be historical facts. Although the Company believes that
its expectations reflected in the forward-looking statements are
reasonable as of the date hereof, any potential results suggested
by such statements involve risk and uncertainties and no assurance
can be given that actual results will be consistent with these
forward-looking statements. Various factors that could impair
or prevent the Company from completing the expected activities on
its projects include that the Company's projects experience
technical and mechanical problems, there are changes in product
prices, failure to obtain regulatory approvals, the state of the
national or international monetary, oil and gas, financial,
political and economic markets in the jurisdictions where the
Company operates and other risks not anticipated by the Company or
disclosed in the Company's published material. Since
forward-looking statements address future events and conditions, by
their very nature, they involve inherent risks and uncertainties
and actual results may vary materially from those expressed in the
forward-looking statement. The Company undertakes no obligation to
revise or update any forward-looking statements in this
announcement to reflect events or circumstances after the date of
this announcement, unless required by law.
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