TIDMSDX
RNS Number : 9110P
SDX Energy Inc.
06 September 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION
TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE COMMON SHARES IN SDX IN
THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY
OTHER JUSRISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD
BE UNLAWFUL. THE SECURITIES OF SDX HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US SECURITIES ACT OF 1933 AS AMED (THE
"SECURITIES ACT"), OR QUALIFIED FOR SALE UNDER THE LAW OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED
OR SOLD IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT. THE COMPANY DOES NOT INT TO REGISTER ANY
SECURITIES UNDER THE SECURITIES ACT, AND NO PUBLIC OFFERING OF
SECURITIES IN THE UNITED STATES WILL BE MADE.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
SDX TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET
ABUSE REGULATION (EU) NO. 596/2014 ("MAR"). ON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"),
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
For Immediate Release 6 September 2017
SDX ENERGY INC.
("SDX" or the "Company")
US$10 million Fundraising
SDX Energy Inc. (TSXV/AIM: SDX), the North Africa focused oil
and gas company, is pleased to announce the successful completion
of an oversubscribed US$10.0 million (GBP7.7 million) private
placement with certain existing institutional investors (the
"Fundraising").
Highlights
-- Fundraising completed by way of an oversubscribed
simultaneous placing of, and direct subscription for, 17,559,455
new Common Shares (the "New Shares") at 43.75 pence per share
("Fundraising Price") raising gross proceeds of US$10 million
-- New Shares represent 9.4 per cent. of the Company's pre-Fundraising issued share capital
-- The Fundraising Price was equal to the closing mid-market
price of the Company's shares on AIM on 5 September 2017 (being the
last practicable trading day prior to completion of the
Fundraising)
-- The Fundraising includes a significant subscription by MEA
Energy Investments Limited, an existing 15.6 per cent. Shareholder,
taking its shareholding to 19.1 per cent.
-- Stifel acted as Bookrunner and Cantor Fitzgerald acted as
Nomad in connection with the Placing
-- The net proceeds of the Fundraising will be used to
accelerate the Company's exploration and appraisal programme at its
South Disouq asset in Egypt and its development programme across
its Moroccan acreage, whilst retaining a prudent level of
liquidity
-- After completion of the Fundraising, SDX will be fully funded
to complete the following activities through to the end of
2018:
o Complete all development activities on South Disouq taking the
discovery to first gas in Q1, 2018;
o Drill two additional exploration wells in South Disouq
targeting 150 Bscf;
o Drill two additional development wells in Morocco increasing
the Moroccan drilling programme to seven development wells and two
exploration wells; and
o Undertake a potential 3D seismic programme in Morocco to
identify further drilling opportunities in 2019
-- On completion of these activities, the Company expects to see
its cash resources grow from H2 2018 reflecting the commencement of
first gas sales in South Disouq and the connection of new gas sales
customers in Morocco
South Disouq (55 per cent. working interest)
-- Drilling of two exploration wells on the Kelvin and Bragg
prospects which are offsets to the recent SD-1X discovery well
-- The wells, which will target 150 Bscf of prospective
resources, are expected to cost gross US$2.5 million each to
drill
-- Potential exists for the Kelvin prospect and the existing
South Disouq discovery to be confirmed as one large structure as
they appear to have a continuous gas bearing section connecting
them
-- The wells are currently expected to be drilled in Q1 2018 as
part of a four well programme, including two development wells, at
the South Disouq discovery. Drilling the Kelvin-1X and Bragg-1X
wells in conjunction with the development wells, will help to
reduce overall well costs of the programme and may facilitate
securing a larger producing concession
-- The wells will allow SDX to optimise the gas processing
facility size at South Disouq, while accelerating production and
development of the concessions identified
Morocco (75 per cent. working interest)
-- As a result of more prospects being identified in the period
since acquiring the acreage, and higher than expected levels of gas
demand in the market, the Company is drilling two additional
development wells, ELQ-1 and SAH-2 at the Gharb Centre and Sebou
Permits, respectively, targeting 1.91 Bscf in aggregate
-- Historical drilling success rate across the Company's concessions is 80%
-- The two additional wells will be drilled as an extension of
the existing seven well development and production programme in
Morocco (five development, two exploration), and will be step-out
wells, located a short distance from the existing producing SAH-W1
well
-- The wells will be drilled close to existing infrastructure,
allowing for quick tie-in, reserves realisation, production
start-up and incremental cash-flow generation
-- The wells and associated customer tie-in are expected to cost
US$2.5 million each, with the Company benefiting from allocating
the relatively high rig mobilisation and demobilisation costs
across nine wells instead of seven
-- As a result of this nine well drilling programme, the Company
is targeting a 50 per cent. increase in sales gas volumes in
Morocco in the next two to three years
Attractive Returns and Payback Period
-- The four additional wells in Egypt and Morocco that will be
drilled as a result of the fundraise have the potential to generate
the following attractive returns:
Egypt - Success case outcomes assuming a conservative
two year delay between capex and revenues
IRR% US$m PV12.15%
Recoverable Reserves Recoverable Reserves
75 Bcf 150 Bcf 200 Bcf 75 Bcf 150 Bcf 200 Bcf
45.1% 84.6% 89.5% 10.0 35.3 48.6
Payback Period - Years MOICx
Recoverable Reserves Recoverable Reserves
75 Bcf 150 Bcf 200 Bcf 75 Bcf 150 Bcf 200 Bcf
3.8 3.3 3.3 3.0x 7.4x 10.3x
Morocco - Success case outcomes in assuming
a three month delay between capex and revenues
IRR% US$m PV12.15%
Recoverable Reserves Recoverable Reserves
0.5 Bcf 1.0 Bcf 1.5 Bcf 0.5 Bcf 1.0 Bcf 1.5 Bcf
69% 199% 213% 1.27 6.72 10.36
Payback Period - Years MOICx
Recoverable Reserves Recoverable Reserves
0.5 Bcf 1.0 Bcf 1.5 Bcf 0.5 Bcf 1.0 Bcf 1.5 Bcf
1.79 1.45 1.45 1.35x 2.81x 4.17x
Directors' Participation
Pursuant to the Fundraising, certain of the directors of the
Company have conditionally subscribed for a total of 135,023 new
Common Shares at the Placing Price. Further details of these
subscriptions, and the subsequent Director shareholdings following
Admission, is set out in the table below.
Director Holding New Common Holding Common
of Existing Shares of Common Shares
Common subscribed Shares as a %
Shares pursuant at Admission of enlarged
to the issued
Fundraising share capital
--------------- ------------ ------------ ------------- --------------
David Mitchell 1,645,110 56,840 1,701,950 0.83%
--------------- ------------ ------------ ------------- --------------
Paul Welch 659,247 43,898 703,145 0.34%
--------------- ------------ ------------ ------------- --------------
Mark Reid 247,500 34,285 281,785 0.14%
--------------- ------------ ------------ ------------- --------------
Total 2,551,857 135,023 2,686,880 1.31%
--------------- ------------ ------------ ------------- --------------
Major Shareholder Subscriptions
Pursuant to the Fundraising, MEA Energy Investment Company
Limited subscribed for 9,832,366 new Common Shares at the Placing
Price. Following completion of the Fundraising, MEA Energy
Investment Company Limited will hold 39,051,803 Common Shares,
which will represent approximately 19.10 per cent. of the enlarged
issued share capital of the Company.
Ingalls & Snyder LLC also subscribed for 3,500,000 new
Common Shares at the Placing Price. Following completion of the
Fundraising, Ingalls & Snyder LLC will hold 33,847,714 Common
Shares, which will represent approximately 16.55 per cent. of the
enlarged issued share capital of the Company.
Related Party Transaction
The subscriptions for new Common Shares by MEA Energy Investment
Company Limited, and Ingalls & Snyder LLC, and certain of the
directors in the Fundraising (as outlined above) are considered
related party transactions under the AIM Rules for Companies and
the Policies of the TSX Venture Exchange. Each of Ingalls &
Snyder LLC and MEA Energy Investment Company Limited is a "related
party" to the Company under Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions
("MI 61-101") by virtue of such party's existing shareholding being
in excess of 10 per cent.; in addition each director is a "related
party" to the Company under MI 61-101. Accordingly, any investment
by any such entity or individual will be a "related party
transaction" under MI 61-101. Each such investment will be exempt
from (i) the formal valuation requirements under Section 5.4 of MI
61-101 pursuant to Subsection 5.5(a) of MI 61-101 and (ii) the
minority approval requirements under Section 5.6 of MI 61-101
pursuant to Subsection 5.7(1)(a) of MI 61-101 because the fair
market value of each of such related party's investment does not
exceed 25 per cent. of SDX's market capitalization (as defined in
MI 61-101).
Michael Doyle and David Richards, non-executive Directors of the
Company, are not participating in the Placing and therefore are
considered independent for the purposes of the Fundraising. Having
consulted with Cantor Fitzgerald Europe (the Company's nominated
adviser), they consider that the terms of the Placing and
Subscription are fair and reasonable in so far as the Company's
Shareholders are concerned.
Listing and Voting Rights
Application has been made for the new Common Shares, which will
rank pari passu with the existing issued share capital, to be
admitted to trading on AIM and the TSX Venture Exchange. Subject to
receipt of required approvals from AIM and TSX Venture Exchange,
the new Common Shares are expected to be admitted to trading on AIM
at 8 a.m. BST on 12 September 2017 and to trading on the TSX
Venture Exchange which is expected to occur at 9.30 a.m. EDT on 12
September 2017.
Immediately following completion of the Fundraising and
Admission, the Company's issued share capital will consist of
204,459,708 Common Shares. The Company does not hold any Common
Shares in treasury. This figure may be used by shareholders to
determine if they are required to notify their interest in, or a
change to their interest in, the Company.
The new Common Shares will represent approximately 8.6 per cent.
of the total issued ordinary share capital in the Company on
Admission.
About SDX
SDX is an international oil and gas exploration, production and
development company, headquartered in London, England, UK, with a
principal focus on North Africa. In Egypt, SDX has a working
interest in two producing assets (50 per cent. North West Gemsa and
50 per cent. Meseda) located onshore in the Eastern Desert,
adjacent to the Gulf of Suez. It also has a 55 per cent. operated
working interest in the South Disouq concession, located in the
Nile Delta, where a gas discovery was made by the SD-1X well in
2017. In Morocco, SDX has a 75 per cent. working interest in the
Sebou concession situated in the Rharb Basin. These producing
assets are characterised by exceptionally low operating costs
making them particularly resilient in a low oil price environment.
SDX's portfolio also includes high impact exploration opportunities
in both Egypt and Morocco.
Paul Welch, President and CEO of SDX, commented:
"We are pleased to have been able to commit this additional
investment into drilling programmes in both Egypt and Morocco. The
proceeds of the Fundraising will be deployed into additional wells
which have the potential to pay back very rapidly. We would like to
thank our shareholders for their continued support as we enter a
high-impact period in the Company's development."
For further information:
SDX Energy Inc.
Paul Welch
President and Chief Mark Reid
Executive Officer Chief Financial Officer
Tel: +44 203 219 5640 Tel: +44 203 219 5640
Cantor Fitzgerald Europe (Nominated Adviser)
Sarah Wharry
Tel: +44 207 7894 7000
Stifel Nicolaus Europe Limited (Sole Bookrunner)
Callum Stewart/Ashton Clanfield/Nicholas Rhodes
Tel: +44 207 710 7600
Celicourt (PR)
Mark Antelme/Joanna Boon / Jimmy Lea
Tel: +44 207 520 9260
Disclosures
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as such term is defined in the polices of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Cantor Fitzgerald Europe which is authorised and regulated in
the United Kingdom by the FCA, is acting for the Company and for no
one else in connection with the Placing and will not be responsible
to anyone other than the Company for providing the protections
afforded to Cantor Fitzgerald's clients, or for providing advice in
relation to the Placing, or any other matters referred to
herein.
Stifel Nicolaus Europe Limited which is authorised and regulated
in the United Kingdom by the FCA, is acting for the Company and for
no one else in connection with the Placing and will not be
responsible to anyone other than the Company for providing the
protections afforded to Stifel's clients, or for providing advice
in relation to the Placing, or any other matters referred to
herein.
Inside Information
The information contained in this announcement is inside
information. If you have any queries on this, then please contact
Mark Reid, the Chief Financial Officer and Director of the Company
(responsible for arranging the release of this announcement) at 38
Welbeck Street, London, W1G 8DP on +44 (0) 203 219 5640.
Forward Looking Statements
Certain statements contained in this press release may
constitute "forward--looking information" as such term is used in
applicable Canadian securities laws. Any statements that express or
involve discussions with respect to predictions, expectations,
beliefs, plans, projections, objectives, assumptions or future
events or are not statements of historical fact should be viewed as
forward-looking information. In particular, statements regarding
the volume of estimated resources, the risks associated therewith
and the timing and nature of the commencement of the drilling
campaigns in Morocco and the anticipated increase in value of South
Disouq.
The forward-looking information contained in this document is
based on certain assumptions and although management considers
these assumptions to be reasonable based on information currently
available to them, undue reliance should not be placed on the
forward-looking information because SDX can give no assurances that
they may prove to be correct. This includes, but is not limited to,
assumptions related to, among other things, the ability to located
and commercially develop resources, commodity prices and interest
and foreign exchange rates; planned synergies, capital efficiencies
and cost--savings; applicable tax laws; future production rates;
the sufficiency of budgeted capital expenditures in carrying out
planned activities; and the availability and cost of labour and
services.
Forward-looking information is subject to certain risks and
uncertainties (both general and specific) that could cause actual
events or outcomes to differ materially from those anticipated or
implied by such forward--looking statements. Such risks and other
factors include, but are not limited to political, social and other
risks inherent in daily operations for the Company, risks
associated with the industries in which the Company operates, such
as: operational risks; delays or changes in plans with respect to
growth projects or capital expenditures; costs and expenses;
health, safety and environmental risks; commodity price, interest
rate and exchange rate fluctuations; environmental risks;
competition; ability to access sufficient capital from internal and
external sources; and changes in legislation, including but not
limited to tax laws and environmental regulations. Readers are
cautioned that the foregoing list of risk factors is not exhaustive
and are advised to reference SDX's Management's Discussion &
Analysis for the three and twelve months ended December 31, 2016,
which can be found on SDX's SEDAR profile at www.sedar.com, for a
description of additional risks and uncertainties associated with
SDX's business, including its exploration activities.
The forward--looking information contained in this press release
is as of the date hereof and SDX does not undertake any obligation
to update publicly or to revise any of the included
forward--looking information, except as required by applicable law.
The forward--looking information contained herein is expressly
qualified by this cautionary statement.
Competent Persons Statement
In accordance with the guidelines of the AIM Market of the
London Stock Exchange the technical information contained in the
announcement has been reviewed and approved by Paul Welch,
President and Chief Executive Officer of SDX. Mr. Welch, who has
over 30 years of experience, is the qualified person as defined in
the London Stock Exchange's Note for Mining and Oil and Gas
companies. Mr. Welch holds a BS and MS in Petroleum Engineering
from the Colorado School of Mines in Golden, CO. USA and an MBA in
Finance from SMU in Dallas, TX USA and is a member of the Society
of Petroleum Engineers (SPE).
Independent Resource Evaluation
The Company retained Gaffney, Cline & Associates (GCA) to
conduct an independent resource evaluation to assess Contingent and
Prospective resources in the Company's South Disouq asset with an
effective date of May 31, 2017. The resource assessments were
prepared in accordance with NI 51-101" effective at the time
thereof. A range of Contingent resources estimates (P90 (1C), P50
(2C) and P10 (3C)) and Prospective resources estimates (P90 (low),
P50 (best) and P10 (high)) were prepared by GCA using probabilistic
methods.
A summary of South Disouq Contingent and Prospective resources
as of May 31, 2017 contained in the Resources Reports are included
in the following tables. Please consult the 'Risks and
Uncertainties', 'Definitions' and 'Glossary' sections below for all
relevant resource descriptions, qualifications, risks,
contingencies and cautionary language in relation to the review and
interpretation thereof.
Table 1 - Summary of Unrisked P50 Contingent Resources as of May
31, 2017
Gross Volumes
unrisked
Resource sub-Category Gas Condensate Total(2)
(Bscf) (Mmbo) (Mmboe)
Development
Pending 47.13 2.29 10.15
------------------------ ------- ----------- ---------
Development
on Hold --- --- ---
------------------------ ------- ----------- ---------
Development
Unclarified --- --- ---
------------------------ ------- ----------- ---------
Development
not viable --- --- ---
------------------------ ------- ----------- ---------
Total South
Disouq 47.13 2.29 10.15
------------------------ ------- ----------- ---------
Table 2 - Summary of Best Estimate Prospective Resources as of
May 31, 2017
Gross Volumes Gross Volumes
unrisked risked
Resource sub-Category Gas Condensate Total(2) Gas Condensate Total(2)
(Bscf) (Mmbo) (Mmboe) (Bscf) (Mmbo) (Mmboe)
Prospect 164.53 7.97 35.39 66.68 3.23 14.34
------------------------ ------- ----------- --------- ------- ----------- ---------
Lead 15.55 0.76 3.35 7.49 0.37 1.61
------------------------ ------- ----------- --------- ------- ----------- ---------
Play --- --- --- --- --- ---
----------------------- ------- ----------- --------- ------- ----------- ---------
Total South
Disouq(1) 180.08 8.73 38.74 74.17 3.59 15.95
------------------------ ------- ----------- --------- ------- ----------- ---------
1. Aggregate of volumes four prospects and five Leads; aggregation performed by SDX management.
2. BOEs may be misleading, particularly if used in isolation.
The BOE column is the sum of the light and medium oil, conventional
natural gas and natural gas liquids columns with the conversion of
gas to liquids using a BOE conversion ratio of 6 Mmscf:1 bbl, based
on an energy equivalency conversion method primarily applicable at
the burner tip. This conversion does not represent a value
equivalency at the wellhead.
Risks and Uncertainties
There is still a +/-50% uncertainty concerning the volume of the
encountered section at Abu-Madi due to
1) the lateral extent of the accumulation
2) the quality of the reservoir section that would be encountered away from the current location
3) The thickness of the reservoir section away from the current location
4) The hydrocarbon composition of the natural gas encountered and its resulting liquid yield
Additional wells will need to be drilled and tested to reduce
the levels of uncertainty required to properly classify the
discovered hydrocarbons under NI 51-101.
SDX will continue to work towards developing a more detailed
development program in respect of South Disouq, but given the
current stage of development, is unable to provide a specific
timeline or cost estimate in respect of obtaining commercial
development in respect of the resources contained therein. There
has not been a conceptual or pre-development study prepared in
respect of the South Disouq asset.
Contingent resources are assigned to the SD-1x Discovery because
of the uncertainties surrounding aspects of the well data, notably
the position of the gas water contact (GWC) in the Abu Madi 1 Zone,
gas composition and detailed petrophysical response.
DEFINITIONS
In addition to the terms defined above in this Announcement, the
following additional definitions apply throughout this Announcement
including its Appendix (unless the context requires otherwise):
"Admission" the effective admission of the new
Common Shares to trading on AIM
pursuant to the AIM Rules;
"AIM" AIM, a market operated by London
Stock Exchange;
"AIM Rules" the 'AIM Rules for Companies' published
by London Stock Exchange for companies
whose shares are traded on AIM,
governing the admission to and operation
of AIM, as amended from time to
time;
"Announcement" this announcement, including the
appendix released by the Company
on 6 September 2017;
"Board" or "Directors" the directors of the Company at
the date of this Announcement;
"Cantor Fitzgerald" Cantor Fitzgerald Europe, the Company's
nominated adviser and broker;
"Common Share" common shares of no par value in
the capital of the Company, or depository
interests representing such common
shares;
"Company" or SDX Energy Inc., a company incorporated
"SDX" in Alberta, Canada;
"Contingent Resources" these are resources that are potentially
or "2C" recoverable but not yet considered
mature enough for commercial development
due to technological or business
hurdles. For contingent resources
to move into the Reserves category,
the key conditions, or contingencies,
that prevented commercial development
must be clarified and removed. As
an example, all required internal
and external approvals should be
in place or determined to be forthcoming,
including environmental and governmental
approvals. There also must be evidence
of firm intention by a company's
management to proceed with development
within a reasonable time frame (typically
five years, though it could be longer);
"CREST" a relevant system (as defined in
the CREST Regulations) in respect
of which Euroclear is the Operator
(as defined in the CREST Regulations);
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) as amended from
time to time;
"C$" Canadian dollar, the lawful currency
of Canada;
"Euroclear" Euroclear UK & Ireland Limited;
"Existing Common the 186,900,253 Common Shares in
Shares" issue as at the date of this Announcement;
"FCA" the Financial Conduct Authority;
"GCA" Gaffney, Cline & Associates Limited;
"Insider" (a) a director or officer of the
Company;
(b) a director or officer of a person
that is itself an insider or subsidiary
of the Company;
(c) a person that has
(i) direct or indirect beneficial
ownership of;
(ii) control or direction over,
directly or indirectly; or
(iii) a combination of direct or
indirect beneficial ownership of
and control or direction over securities
of the Company carrying more than
10% of the voting rights attached
to all the Company's outstanding
voting securities, excluding, for
the purpose of the calculation of
the percentage held, any securities
held by the person as underwriter
in the course of a distribution;
or
(d) the Company itself, if it has
purchased, redeemed or otherwise
acquired any securities of its own
issue, for so long as it continues
to hold those securities; or
(e) a person designated as an insider
in an order made by the Alberta
Securities Commission;
"ISIN" international securities identification
number;
"London Stock London Stock Exchange plc;
Exchange"
"NI 51-101" the standards contained in the COGE
Handbook and National Instrument
51-101 - Standards of Disclosure
for Oil and Gas Activities;
"Long Stop Date" 22 September 2017;
the "Order" the Financial Services and Markets
Act 2000 (Financial Promotion) Order
2005, as amended;
"Placee" any person who offers to subscribe
for new Common Shares in the Placing;
"Placing" the placing of new Common Shares
at the Placing Price in accordance
with the Terms and Conditions;
"Placing Agreement" the agreement to be entered into
on or around the date of the Announcement
between the Company and Stifel in
relation to the Placing;
"Placing Price" a price of 43.75 pence per new Common
Share;
"Placing Shares" the new Common Shares to be issued
to placees in the Placing;
"Prospective are estimated volumes associated
Resources" with undiscovered accumulations.
These represent quantities of petroleum
which are estimated, as of a given
date, to be potentially recoverable
from oil and gas deposits identified
on the basis of indirect evidence
but which have not yet been drilled.
This class represents a higher risk
than Contingent Resources since
the risk of discovery is also added.
For prospective resources to become
classified as Contingent Resources,
hydrocarbons must be discovered,
the accumulations must be further
evaluated and an estimate of quantities
that would be recoverable under
appropriate development projects
prepared;
"Securities Act" the United States Securities Act
of 1933, as amended;
"Shareholders" persons who are registered holders
of Common Shares from time to time;
"Stifel" Stifel Nicolaus Europe Limited,
sole bookrunner to the Placing;
"Subscriptions" the subscriptions for new Common
Shares at the Placing Price by subscribers
directly introduced by the Company;
"Terms and Conditions" the terms and conditions of the
Placing, set out in Appendix I to
this Announcement;
"TSX-V" the TSX Venture Exchange, on which
the Existing Common Shares are currently
listed for trading;
"uncertificated" recorded on the register of members
or "uncertificated of the Company as being held in
form" uncertificated form in CREST and
title to which, by virtue of the
CREST Regulations, may be transferred
by means of CREST;
"UK" or "United the United Kingdom of Great Britain
Kingdom" and Northern Ireland;
"US Person" a US person as defined in the Securities
Act;
"US$ or USD" United States dollar, the lawful
currency of the United States of
America;
"GBP" Sterling, the lawful currency of
the United Kingdom.
GLOSSARY
"1C" contingent resources - Low case;
"2C" contingent resources - Mid case;
"3C" contingent resources - High case;
"bbl" barrel of crude oil;
"BOE" barrel of crude oil equivalent;
"Bscf" or "Bcf" billion cubic feet of natural gas;
"IRR" internal rate of return;
"Mmbo" million barrels of crude oil;
"Mmboe" million barrels of crude oil equivalent;
"MSc" million standard cubic feet of natural
gas per day;
"MOIC" multiple on invested capital;
"Prospective the estimated volumes associated
Resources" with as yet undiscovered accumulations
of hydrocarbons;
"PV" present value;
"Recoverable those quantities of hydrocarbons
Reserves" which are estimated to be producible
from accumulations, either discovered
or undiscovered.
APPIX I - TERMS AND CONDITIONS OF THE PLACING
FOR INVITED PLACEES ONLY - IMPORTANT INFORMATION
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING, NO PUBLIC OFFERING OF PLACING SHARES IS BEING OR WILL BE
MADE AND EACH PLACEE AGREES AND WARRANTS THAT IT IS NOT ACQUIRING
PLACING SHARES ON BEHALF OF MEMBERS OF THE PUBLIC OR ITS RETAIL
CLIENTS (AS THAT TERM IS DEFINED IN THE RULES OF THE FCA), SAVE
WHERE THE PLACEE DOES SO ON A FULLY DISCRETIONARY BASIS AND WITHOUT
REFERENCE TO ANY SUCH RETAIL CLIENTS. THIS ANNOUNCEMENT AND THE
TERMS AND CONDITIONS SET OUT AND REFERRED TO IN IT ARE DIRECTED
ONLY AT PERSONS SELECTED BY THE COMPANY AND/OR STIFEL WHO ARE (A)
PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE
"QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2.1(E) OF DIRECTIVE
2003/71/EC (AS AMED AND INCLUDING APPLICABLE IMPLEMENTING DIRECTIVE
MEASURES) ("THE PROSPECTUS DIRECTIVE"), (B) IF IN THE UNITED
KINGDOM, PERSONS WHOSE (I) ORDINARY ACTIVITIES INVOLVE THEM
ACQUIRING, HOLDING, MANAGING OR DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESSES AND HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE
19(5) OF THE ORDER OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO
(D) OF THE ORDER AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN
SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 OR (C)
PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT
BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO.
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION IN OR INTO THE UNITED STATES,
AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION (EACH, A "RESTRICTED
TERRITORY").
Each Placee should consult with its own advisers as to legal,
tax, business and related aspects of any subscription for Placing
Shares.
These Terms and Conditions do not constitute an offer or
invitation to acquire, underwrite or dispose of, or any
solicitation of any offer or invitation to acquire, underwrite or
dispose of, any Common Shares or other securities of the Company to
any person in any jurisdiction to whom it is unlawful to make such
offer, invitation or solicitation in such jurisdiction. Persons who
seek to participate in the Placing must inform themselves about and
observe any such restrictions and must be persons who are able to
lawfully receive this Announcement in their jurisdiction. In
particular, these Terms and Conditions do not constitute an offer
or invitation (or a solicitation of any offer or invitation) to
acquire, underwrite or dispose of or otherwise deal in any Common
Shares or other securities of the Company in the United States,
Canada, Australia, Japan or the Republic of South Africa.
The Placing Shares have not been, and will not be, registered
under the Securities Act or the securities laws or with any
securities regulatory authority of any state or other jurisdiction
of the United States and may not be offered, sold, or transferred,
directly or indirectly, in the United States absent registration
under the Securities Act or pursuant to an available exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of
the United States. Any offering of the Placing Shares to be made in
the United States will be made only to a limited number of
"qualified institutional buyers" as defined in Rule 144A under the
Securities Act pursuant to an exemption from the registration
requirements of the Securities Act in a transaction not involving
any public offering and outside the United States in offshore
transactions in accordance with Regulation S under the Securities
Act ("Regulation S"). No public offering of the Placing Shares is
being made in the United Kingdom, any Restricted Territory or
elsewhere.
These Terms and Conditions apply to Placees, each of whom
confirms its agreement, whether by telephone or otherwise, with
Stifel (the "Bookrunner") to subscribe for Placing Shares in the
Placing, and hereby agrees with the Bookrunner to be legally and
irrevocably bound by these Terms and Conditions which will be the
Terms and Conditions on which the Placing Shares will be acquired
in the Placing and is deemed to have read and understood this
Announcement in its entirety (including this appendix) and to be
providing the representations, warranties, undertakings, agreements
and acknowledgements contained in this appendix.
Capitalised terms not otherwise defined in this appendix are as
defined in the Announcement relating to the Placing of which this
appendix forms a part.
The Terms and Conditions must not be acted on or relied on by
persons who are not Relevant Persons. Any investment or investment
activity to which the Terms and Conditions set out herein relates
is available only to Relevant Persons and will be engaged in only
with Relevant Persons. A Placee may not assign, transfer, or in any
manner, deal with its rights or obligations under the agreement
arising from the acceptance of the Placing, without the prior
written agreement of the Bookrunner or in accordance with all
relevant requirements.
All times and dates in this appendix are references to times and
dates in London (United Kingdom).
Terms of the Placing
The Bookrunner will, on or around the date of this Announcement,
enter into the Placing Agreement with the Company under which the
Bookrunner will, on the terms and subject to the conditions set out
therein, undertake to use its reasonable endeavours as agent of the
Company to procure Placees for the Placing Shares. This appendix
gives details of the terms and conditions of, and the mechanics for
participation in, the Placing.
Each Placee's commitment to subscribe for a fixed number of
Placing Shares under the Placing will be agreed orally with the
Bookrunner and such agreement will constitute a binding irrevocable
commitment by a Placee, subject to the Terms and Conditions set out
in this appendix, to subscribe and pay for the relevant number of
Placing Shares (the "Placing Participation") at the Placing Price.
Such commitment is not capable of termination or rescission by the
Placee in any circumstances except fraud. All such obligations are
entered into by the Placee with the Bookrunner acting in its
capacity as agent of the Company and are therefore directly
enforceable by the Company.
After such agreement is entered into, each Placee allocated
Placing Shares in the Placing will be sent a confirmatory email
stating the number of Placing Shares allocated to it at the Placing
Price, the total subscription amount payable to the Bookrunner and
including settlement instructions, as well as a statement that it
is the Bookrunner's understanding that the Placee is not a Canadian
resident and that
the Placing Shares are not qualified for sale in Canada and may
not be offered and sold in Canada, directly or indirectly, on
behalf of the Company (the "Confirmation Note"). Except with the
Bookrunner's consent, such commitment will not be capable of
variation or revocation after the time at which it is
submitted.
Each Placee will be deemed to have read this appendix in its
entirety. Stifel is acting for the Company and no one else in
connection with the Placing and will not regard any other person
(whether or not a recipient of these Terms and Conditions) as a
client in relation to the Placing and to the fullest extent
permitted by law and applicable FCA rules, Stifel nor any of its
affiliates will have any liability, obligation or duty to Placees
or to any person other than the Company in respect of the
Placing.
The Company confirms that the Placing Shares will when issued,
subject to the constitution of the Company, rank pari passu in all
respects and form one class with the Existing Common Shares of the
Company in issue on Admission, including the right to receive
dividends or other distributions after the date of issue of the
Placing Shares, if any. The Placing Shares will be issued free of
any encumbrance, lien or other security interest.
Application for Admission
Application will be made to the London Stock Exchange for
Admission of the Placing Shares to trading on AIM subject to
receipt of required approvals from AIM and TSX Venture Exchange. It
is anticipated that Admission of the Placing Shares and the
subscription shares to trading on AIM will become effective at 8.00
a.m. on 12 September 2017 and that dealings in the Placing Shares
and the subscription shares will commence at that time and date for
normal account settlement.
Application will also be made to TSX-V for the Placing Shares
and Subscription Shares to be listed on the TSX-V.
Placing Participations conditional
Placing Participations are in all respects conditional
upon:-
(a) the Placing Agreement being entered into between Stifel and
the Company relating to the placing of the Placing Shares and
becoming unconditional in all respects and not having been
terminated in accordance with its terms; and
(b) Admission having become effective;
in each case by 8.00 a.m. on 12 September 2017 (or such later
time and/or date as the Company and Stifel agree, but in any event
being no later than the Long Stop Date).
Scaling back
Stifel (after consulting with the Company) reserves the right to
scale back the number of Placing Shares to be subscribed by any
Placee or the number of Placing Shares to be subscribed for by all
Placees in aggregate. The Company, and Stifel also each reserve the
right not to offer allocations of Placing Shares to any person and
not to accept offers to subscribe for Placing Shares or to accept
such offers in part rather than in whole. Stifel shall be entitled
to effect the Placing by such method as it shall in its sole
discretion lawfully determine in the exercise of its appointment
and the powers, authority and discretion conferred on it as
Bookrunner.
To the fullest extent permissible by law, Stifel nor any holding
company thereof, nor any subsidiary, branch or affiliate of Stifel
(each an "Affiliate") nor any person acting on behalf of any of the
foregoing shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise). In
particular, neither Stifel, nor any of its Affiliates nor any
person acting on behalf of any such person shall have any liability
to Placees in respect of its conduct of the Placing.
Placing Agreement
Pursuant to the Placing Agreement, Stifel will agree on behalf
of and as agent of the Company, to use its reasonable endeavours to
procure persons who will subscribe for the Placing Shares at the
Placing Price, subject to these Terms and Conditions. The Placing
is not underwritten.
Conditions of the Placing
The obligations of Stifel under the Placing Agreement in respect
of the Placing Shares will be conditional, inter alia, on:-
(a) the Subscriptions becoming unconditional (other than a
condition that the Placing Agreement is unconditional);
(b) none of the warranties in the Placing Agreement being untrue
or inaccurate or misleading at the date of the agreement and at the
date of Admission and no fact or circumstance having arisen which
would render any of the warranties untrue or inaccurate or
misleading when repeated at Admission;
(c) the Placing Shares having been allotted, subject only to Admission; and
(d) Admission taking place not later than 8.00 a.m. on 12
September 2017 or such later time or date as the Company and Stifel
may otherwise agree (but not being later than 8.00 a.m. on the Long
Stop Date).
The Placing Agreement will contain, inter alia, certain
warranties and indemnities from the Company for the benefit of
Stifel.
Right to terminate the Placing Agreement
Stifel may, in its absolute discretion, not enter into the
Placing Agreement on or about the date of this Announcement and may
terminate the Placing Agreement (inter alia) if: (i) it becomes
aware of any circumstance resulting in a material breach of the
warranties given to them in the Placing Agreement at the date of
the agreement or when repeated on Admission; (ii) the Company is in
material breach of any provision of the Placing Agreement; (iii) an
event or other matter (including, without limitation, any change or
development in economic, financial, political, diplomatic or other
market conditions or any change in the laws or regulation of Egypt
or Morocco or other applicable jurisdiction) has occurred or is
reasonably likely to occur which materially and adversely affects
the assets, financial position or the business or prospects of the
Company and, in Stifel's opinion (acting in good faith) will have a
materially prejudicial effect on the Placing or otherwise makes it
impractical or inadvisable for Stifel to perform its obligations
under the Placing Agreement.
The exercise by Stifel of a right of termination (or any right
of waiver exercisable by Stifel) contained in the Placing Agreement
or the exercise of any discretion under the Terms and Conditions
set out herein is within the absolute discretion of Stifel (acting
in good faith) and Stifel will not have any liability to Placees
whatsoever in connection with any decision to exercise or not
exercise any such rights.
By accepting the Placing Shares referred to in the Announcement
to which this appendix is annexed, each Placee agrees that, without
having any liability to such Placee Stifel may, in its absolute
discretion, not enter into the Placing Agreement on or about the
date of this Announcement and may exercise the right: (i) to extend
the time for fulfilment of any of the conditions in the Placing
Agreement (provided that Placees' commitments are not extended
beyond the Long Stop Date); (ii) to waive, in whole or in part,
fulfilment of certain of the conditions (but not including
Admission); or (iii) to terminate the Placing Agreement, in each
case without consulting Placees (or any of them).
If any of the conditions in the Placing Agreement are not
satisfied (or, where relevant, waived), the Placing Agreement is
terminated or the Placing Agreement does not otherwise become
unconditional in all respects, the Placing will not proceed and all
funds delivered by Placees to Stifel or the Company pursuant to the
Placing and this appendix will be returned to Placees at their risk
without interest, and Placees' rights and obligations under the
Placing shall cease and determine at such time and no claim shall
be made by Placees in respect thereof.
Registration and settlement
Irrespective of the time at which the Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made on the basis explained below.
Settlement of transactions in the Placing Shares (ISIN:
CA78410A1075) following Admission will take place within CREST
(subject to certain exceptions). Stifel reserves the right to
require settlement for, and delivery of, the Placing Shares (or a
portion thereof) to Placees by such other means that it may deem
necessary if delivery or settlement is not possible or practicable
within CREST within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in the
jurisdiction of any Placee.
It is expected that settlement will be on 12 September 2017 in
accordance with the instructions set out in the Confirmation
Note.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of 3 percentage points above The Royal Bank of
Scotland plc's base rate, with interest compounded on a daily
basis.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Stifel may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for its account and benefit (as agent for the
Company), an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however,
remain liable for any shortfall below the aggregate amount owed by
it and may be required to bear any stamp duty or stamp duty reserve
tax or securities transfer tax (together with any interest or
penalties) which may arise in any jurisdiction upon the sale of
such Placing Shares on such Placee's behalf. By communicating a bid
for Placing Shares, each Placee confers on Stifel all such
authorities and powers necessary or desirable to carry out any such
sale and agrees to ratify and confirm all actions which Stifel
lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the Confirmation Note
is copied and delivered immediately to the relevant person within
that organisation.
The Company confirms that insofar as Placing Shares are
registered in a Placee's name or that of its nominee or in the name
of any person for whom a Placee is contracting as agent or that of
a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK
stamp duty or stamp duty reserve tax or securities transfer
tax.
Placees will not be entitled to receive any fee or commission in
connection with the Placing.
Further Terms, Confirmations and Warranties
By accepting the Placing Participation referred to in the
Confirmation Note, each Placee outside the United States makes the
following confirmations, acknowledgements, representations,
warranties and/or undertakings to Stifel and the Company and their
respective directors, agents and advisers:
1. each Placee confirms, represents and warrants that it has
read and understood this Announcement (including this appendix) in
its entirety and acknowledges that its Placing Participation will
be governed by the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings in this appendix;
2. each Placee acknowledges and agrees that its Placing
Participation on the Terms and Conditions set out in this appendix
is legally binding, irrevocable and is not capable of termination
or rescission by such Placee in any circumstances;
3. each Placee confirms, represents and warrants that it has not
relied on, received or requested nor does it have any need to
receive, any prospectus, offering memorandum, listing particulars
or any other document (other than the Announcement), any
information given or any representations, warranties, agreements or
undertakings (express or implied), written or oral, or statements
made at any time by the Company, or Stifel or by any subsidiary,
holding company, branch or associate of the Company, or Stifel or
any of their respective officers, directors, agents, employees or
advisers, or any other person in connection with the Placing, the
Company and its subsidiaries or the Placing Shares and that in
making its application under the Placing it is relying solely on
the information contained in the Announcement and this appendix and
it will not be relying on any agreements by the Company and its
subsidiaries or Stifel, or any director, employee or agent of the
Company, or Stifel other than as expressly set out in this
appendix, for which neither Stifel nor any of its directors and/or
employees and/or person(s) acting on its behalf shall to the
maximum extent permitted under law have any liability except in the
case of fraud;
4. each Placee confirms, represents and warrants that it is
sufficiently knowledgeable to understand and be aware of the risks
associated with, and other characteristics of, the Placing Shares
and, among others, of the fact that it may not be able to resell
the Placing Shares except in accordance with certain limited
exemptions under applicable securities legislation and regulatory
instruments;
5. each Placee confirms, represents and warrants, if a company,
that it is a valid and subsisting company and has all the necessary
corporate capacity and authority to execute its obligations in
connection with the Placing Participation and confirms, represents
and warrants that any person who confirms to Stifel on behalf of a
Placee an agreement to subscribe for Placing Shares is duly
authorised to provide such confirmation to Stifel (as the case may
be);
6. each Placee agrees that the entry into the Placing Agreement
or the exercise by Stifel of any right of termination or any right
of waiver exercisable by Stifel contained in the Placing Agreement
or the exercise of any discretion including (without limitation)
the right not to enter into the Placing Agreement is within the
absolute discretion of Stifel, and Stifel will not have any
liability to any Placee whatsoever in connection with any decision
to exercise or not exercise any such rights. Each Placee
acknowledges that if: (i) the Placing Agreement is not entered
into; (ii) any of the conditions in the Placing Agreement are not
satisfied (or, where relevant, waived); (iii) the Placing Agreement
is terminated; or (iv) the Placing Agreement does not otherwise
become unconditional in all respects; the Placing will lapse and
such Placee's rights and obligations in relation to the Placing
shall cease and determine at such time and no claim shall be made
by any Placee in respect thereof;
7. each Placee acknowledges and agrees that Stifel does not act
for, and that it does not expect Stifel to have any duties or
responsibilities towards, such Placee, including, without
limitation, for providing protections afforded to customers or
clients of Stifel under the FCA's Conduct of Business Sourcebook or
advising such Placee with regard to its Placing Participation and
that such Placee is not, and will not be, a customer or client of
Stifel as defined by the FCA's Conduct of Business Sourcebook in
connection with the Placing. Likewise, Stifel will not treat any
payment by such Placee pursuant to its Placing Participation as
client money and governed by the FCA's Client Assets
Sourcebook;
8. each Placee undertakes and agrees that it will be responsible
for any stamp duty or stamp duty reserve tax or securities transfer
tax in relation to the Placing Shares comprised in its Placing
Participation and that neither Stifel nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax or securities transfer tax in relation to the Placing Shares
comprised in such Placee's Placing Participation;
9. each Placee confirms, represents and warrants that it is a
Relevant Person and that it may lawfully subscribe for or acquire
the Placing Shares comprised in such Placee's Placing Participation
and that it has complied with and will comply with all applicable
law and regulation with respect to anything done by such Placee in
relation to the Placing Shares in, from or otherwise involving, the
United Kingdom or elsewhere;
10. each Placee acknowledges and agrees that the agreement
confirmed by the Confirmation Note is a legally binding contract
between it and the Company and the Terms and Conditions of such
Placee's Placing Participation will be governed by, and construed
in accordance with, the laws of England and Wales to the exclusive
jurisdiction of whose courts such Placee irrevocably agrees to
submit;
11. each Placee agrees that it will ensure delivery and payment
is completed in accordance with the settlement instructions set out
in the Confirmation Note and acknowledges and agrees that time
shall be of the essence as regards such Placee's obligations
pursuant to its Placing Participation;
12. each Placee acknowledges and agrees that it is the
responsibility of such Placee (if it is outside of the United
Kingdom) to satisfy itself that, in doing so, such Placee complies
with the laws and regulations of any relevant territory in
connection with its Placing Participation and that it obtains any
requisite governmental or other consents and observes any other
applicable formalities;
13. each Placee acknowledges and agrees that the Announcement
does not constitute an offer to sell, or the solicitation of an
offer to subscribe for or buy, Placing Shares in any jurisdiction
in which such an offer or solicitation is unlawful. Accordingly,
such Placee acknowledges and agrees that the Placing Shares may
not, subject to certain limited exceptions, be offered or sold,
directly or indirectly, in or into the United States, any province
of Canada or Australia, Japan or the Republic of South Africa or
offered or sold to, or for the account or benefit of, a national,
citizen or resident of the United States, any province of Canada or
Australia, Japan or the Republic of South Africa, in each case
subject to limited exemptions, or any other jurisdiction where to
do so would constitute a violation of the relevant laws of such
jurisdiction;
14. each Placee acknowledges and agrees that the Placing Shares
have not been and will not be registered under the Securities Act
or with any securities regulatory authority of any state or
jurisdiction of the United States, or the relevant Canadian,
Japanese, Australian or South African securities legislation and
therefore the Placing Shares may not be offered, sold, transferred
or delivered directly or indirectly into the United States, Canada,
Japan, Australia or the Republic of South Africa or their
respective territories and possessions, subject to limited
exemptions, and in the case of the United States, pursuant to an
exemption from, or in a transaction not subject to the registration
requirements of the Securities Act and in compliance with United
States securities laws;
15. each Placee confirms, represents and warrants that it has
complied with all relevant laws of all relevant territories,
obtained all requisite governmental or other consents which may be
required in connection with its Placing Participation and complied
with all requisite formalities, and that it has not taken any
action or omitted to take any action which will or may result in
Stifel, the Company or any of their respective directors, officers,
agents, employees or advisers acting in breach of the legal or
regulatory requirements of any territory in connection with the
Placing or such Placee's Placing Participation;
16. each Placee confirms, represents and warrants that its
subscription for Placing Shares does not trigger, in the
jurisdiction in which such Placee is resident or located: (i) any
obligation to prepare or file a prospectus or similar document or
any other report with respect to such subscription; (ii) any
disclosure or reporting obligation of the Company; or (iii) any
registration or other obligation on the part of Stifel or the
Company;
17. each Placee confirms, represents and warrants it is acting
as principal and for no other person and that its Placing
Participation will not give any other person a contractual right to
require the issue by the Company of any Placing Shares;
18. each Placee confirms, represents and warrants that in
accepting its Placing Participation it is not applying for
registration as, or as a nominee or agent for, a person who is or
may be a person mentioned in sections 67 to 72 inclusive and
sections 93 to 97 inclusive of the UK Finance Act 1986;
19. each Placee confirms, represents and warrants that, to the
extent applicable to it, it is aware of its obligations in
connection with the UK Criminal Justice Act 1993, Terrorism Act
2006, Anti-Terrorism Crime and Security Act 2001, Money Laundering
Regulations, the Proceeds of Crime Act 2002 and the Financial
Services and Markets Act 2000 (each as amended), it has identified
its clients in accordance with the Money Laundering Regulations
2007 and it has complied fully with its obligations pursuant to
those Regulations;
20. each Placee confirms, represents and warrants that, to the
extent applicable to it, the Placing Price which will be advanced
by the Placee to the Company hereunder will not represent proceeds
of crime for the purposes of the Proceeds of Crime (Money
Laundering) and Terrorist Financing Act (Canada) (the "PCMLA") and
the Placee acknowledges that the Company may in the future be
required by law to disclose the Placee's name and other information
relating to this Placing Participation and the Placee's
subscription hereunder, on a confidential basis, pursuant to the
PCMLA; and to the best of its knowledge: (i) none of the
subscription funds to be provided by the Placee (A) have been or
will be derived from or related to any activity that is deemed
criminal under the laws of Canada, the United States of America, or
any other jurisdiction, or (B) are being tendered on behalf of a
person or entity who has not been identified to the Placee; and the
Placee undertakes and agrees that it shall promptly notify the
Company if the Placee discovers that any of such representations
ceases to be true, and to provide the Company with appropriate
information in connection therewith;
21. each Placee acknowledges and agrees that all times and dates
in this Announcement and the Terms and Conditions set out in this
appendix, may be subject to amendment and that Stifel will notify
it of any such amendments;
22. each Placee acknowledges and agrees that no term of the
agreement confirmed by the Confirmation Note shall be enforceable
under the Contracts (Rights of Third Parties) Act 1999 by any
person other than the Company or Stifel or any affiliate of Stifel
or any Indemnified Persons (as hereinafter defined);
23. each Placee acknowledges that any of its monies held or
received by Stifel will not be subject to the protections conferred
by the FCA's Client Money Rules;
24. each Placee confirms, represents and warrants that it
understands that the Placing Shares have not been and will not be
registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the
United States and, accordingly, may not be offered or sold or
otherwise transferred in the United States or to, or for the
account or benefit of, US Persons except pursuant to a registration
statement under the Securities Act or an exemption from the
registration requirements of the Securities Act, and, in connection
with any such transfer, the Company or the Bookrunner will have the
right to obtain, as a condition to transfer, a legal opinion of
counsel, in form and by counsel reasonably satisfactory to the
Company or the Bookrunner, that no such Securities Act registration
is or will be required along with appropriate certifications by the
transferee as to the 'Accredited Investor' status and/or other
appropriate matters;
25. each Placee confirms, represents and warrants that it has
not distributed, forwarded, transferred or otherwise transmitted
this Announcement or any other presentation or offering materials
concerning the Placing Shares within the United States, nor will it
do any of the foregoing. Such Placee further confirms that it
understands that the information in this Announcement, including
financial information, may be materially different from any
disclosure that would be provided in a United States offering;
26. each Placee agrees, confirms, represents, warrants and
undertakes as follows:-
26.1. it is, at the time of the offer and acceptance of the
Placing Shares, outside the United States for the purposes of
Regulation S;
26.2. it will not offer or sell the Placing Shares in the United
States absent registration or an exemption from registration under
the Securities Act;
26.3. it is aware that the Placing Shares are being offered
outside the United States in reliance on Regulation S; and
26.4. it did not purchase or otherwise acquire the Placing
Shares based on or due to directed selling efforts (as defined in
Rule 902 under the Securities Act), including based on an
advertisement in a publication with a general circulation in the
United States, nor has it seen or been aware of any activity that,
to its knowledge, constitutes directed selling efforts in the
United States;
27. if it is subscribing for the Placing Shares in the United
Kingdom, each Placee is a Relevant Person;
28. if it has received any confidential price sensitive
information about the Company in advance of the Placing, it
warrants that it has received such information within the market
soundings regime provided for in article 11 of MAR and associated
delegated regulations and has not: (a) dealt in the securities of
the Company; (b) encouraged or required another person to deal in
the securities of the Company; or (c) disclosed such information to
any person, prior to the information being made publicly
available;
29. each Placee confirms, represents and warrants that, in
making its investment decision with respect to the Placing
Shares:-
29.1. it has not relied on the Company or any of its respective
affiliates or on any document published by any of them (other than
the Announcement);
29.2. it has the ability to bear the economic risk of its
investment in the Placing Shares and has no need for liquidity with
respect to its investment in the Placing Shares;
29.3. it has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits, risks
and suitability of investing in the Placing Shares, and is able to
sustain a complete loss of any investment in the Placing
Shares;
29.4. it has investigated independently and made its own
assessment and satisfied itself concerning the relevant tax, legal,
currency and other economic considerations relevant to its
investment in the Placing Shares, including any federal, state and
local tax consequences, affecting it in connection with its
subscription for and any subsequent disposal of the Placing
Shares;
29.5. if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, the Placing Shares
purchased by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the European Economic Area which has implemented the Prospectus
Directive other than "qualified investors" as defined in Article
2.1(e) of the Prospectus Directive, or in circumstances in which
the prior consent of the Bookrunner has been given to the offer or
resale; and
29.6. it has not offered or sold and will not offer or sell any
Placing Shares to the public in any member state of the European
Economic Area except in circumstances falling within Article 3(2)
of the Prospectus Directive which do not result in any requirement
for the publication of a prospectus pursuant to Article 3 of the
Prospectus Directive;
30. each Placee acknowledges and agrees that it is not entitled
to the protections afforded to clients of Stifel in connection with
the Placing and that neither Stifel nor any of its affiliates nor
any of its respective officers, directors, employees or advisers
shall be liable for any losses (including, without limitation, loss
of profit, loss of business or opportunity and special interest or
consequential losses), damages or costs of the Placee save as a
result of fraud or for death or personal injury;
31. each Placee acknowledges that the Company, Stifel, CREST,
the registrar, any transfer agent, any distributors or dealers and
their respective affiliates and others will rely on the truth and
accuracy of the foregoing warranties, acknowledgements,
representations, undertakings and agreements, and agrees to notify
the Company and Stifel promptly in writing if any of its
warranties, acknowledgements, representations, undertakings or
agreements set out above cease to be accurate and complete and to
indemnify and hold harmless on an after-tax basis the Company,
Stifel and any of their respective officers, directors, agents,
employees or advisers ("Indemnified Persons") from and against any
and all loss, damage, liability or expense, including reasonable
costs and attorneys' fees and disbursements, which an Indemnified
Person may incur by reason of, or in connection with, any
representation or warranty made by such Placee as set out above not
having been true when made, any misrepresentation made or any
failure by such Placee to fulfil any of its undertakings or
agreements set out above or any other document such Placee provides
to the Company or Stifel. Such Placee irrevocably authorises each
of the Company and Stifel to produce a copy hereof to any
interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby;
32. acknowledges that it irrevocably appoints any member or
officer of the Bookrunner as its agent for the purposes of
executing and delivering to the Company and/or its registrars any
documents on its behalf necessary to enable it to be registered as
the holder of any of the Placing Shares agreed to be taken up by it
under the Placing; each Placee acknowledges that the rights and
remedies of Stifel and the Company under these Terms and Conditions
are in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of
one right or remedy will not prevent the exercise of the other
rights and/or remedies;
33. authorises and instructs the Bookrunner, the Company and
their respective agents to receive and hold any personal data and
information of or belonging to the Placee which is received in
relation to the Placing, and it consents to the lawful use by the
Bookrunner, the Company and their respective agents of such data
and information for the purposes of the Placing;
34. each Placee undertakes that it (and any person acting on its
behalf) will make payment for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as Stifel may in its sole discretion
determine and without liability to such Placee and such Placee will
remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and may be required
to bear the liability for any stamp duty or stamp duty reserve tax
(together with any interest or penalties due pursuant to or
referred to in these Terms and Conditions) which may arise upon the
placing or sale of such Placee's Placing Shares on its behalf;
35. each Placee confirms, represents and warrants that is is not resident in Canada;
36. each Placee acknowledges and agrees that, prior to the date
that is four months and one day from the issuance of the Placing
Shares to the Placee, the Placing Shares cannot be resold or
transferred into Canada or to a resident of Canada through the
facilities of the TSX-V or otherwise;
37. each Placee consents to the collection, use and disclosure
of personal information by the TSX-V for the purposes described in
Appendix 6A of the TSX-V Corporate Finance Manual or as otherwise
identified by the TSX-V from time to time; and
38. if the Placee (i) is not an individual and (ii) (a) is an
Insider of the Company prior to the closing of the Placing, (b)
will be an Insider of the Company upon closing of the Placing, (c)
is a member of the Aggregate Pro Group (as defined in the policies
of the TSX-V) or (d) will hold 5% or more of the issued and
outstanding Common Shares upon closing of the Placing, then the
Purchaser either (i) has a current Corporate Placee Registration
Form on file with the TSX-V; or (ii) has completed and returned a
duly executed TSX-V Form 4C - Corporate Placee Registration Form to
the Company.
Each Placee (if any) located in the United States shall on
request make specific representations, warranties and
acknowledgements pursuant to a separate US investor representation
letter.
CREST depositary interests representing Placing Shares, once
issued, will be admitted to CREST with effect from Admission.
Placees will receive such depositary interests comprised in their
Placing Participation in uncertificated form registered in their
CREST member account.
Responsibility
The Terms and Conditions set out in this appendix and the
Announcement of which it forms part have been issued by the Company
and are the sole responsibility of the Company.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROILAMTTMBTMTFR
(END) Dow Jones Newswires
September 06, 2017 02:00 ET (06:00 GMT)
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