REG - Scirocco Energy PLC - Proposed Cancellation of Listing

Scirocco EnergyAnnouncement

17/04/2024 07:01

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RNS Number : 8150K  Scirocco Energy PLC  17 April 2024

 

 

17 April 2024

Scirocco Energy plc

("Scirocco Energy" or "the Company")

Proposed cancellation of admission to trading on AIM

Scirocco Energy (AIM: SCIR), the AIM investing company targeting attractive
assets within the European sustainable energy and circular economy markets,
announces that it will today be posting a Circular to Shareholders, along with
accompanying Notice of General Meeting, Form of Proxy and draft new articles
of association, associated with the General Meeting to vote on the issues
relating to the cancellation from trading on AIM, re-registration as a private
company and adoption of new articles of association.

These items comprise the process required to return cash to shareholders via a
Members' Voluntary Liquidation ("MVL") as mandated by shareholders at the
recent general meeting held on 19 March 2024. Further information on such
process is contained in the below circular extract, and within the Circular.
Shareholders are encouraged to read the Circular in full.

The Circular, and accompanying Notice of General Meeting and Form of Proxy,
can be accessed via the following link on the Company's website:
https://www.sciroccoenergy.com/investors/shareholder-information/
(https://www.sciroccoenergy.com/investors/shareholder-information/)

The General Meeting will be held at 10am on 7 May 2024 at the offices of
Buchanan Communications, 107 Cheapside, London EC2V 6DN

Key extracts from the circular are set out below.

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS((1)(2))

 Announcement of the Proposals and posting  of this Circular and the Form of     17 April 2024
 Proxy
 Latest time and date for receipt of online proxy votes or completed Forms of    10 a.m. on 2 May 2024
 Proxy in respect of the General Meeting
 General Meeting                                                                 10 a.m. on 7 May 2024
 Expected  final day of trading on AIM for the Existing Ordinary Shares          16 May 2024
 Expected time and date of Cancellation((3))                                     7 a.m. on 17 May 2024
 Expected date of Re-registration((4))                                           By 20 May 2024
 Matched bargain facility for Ordinary Shares commences                          20 May 2024
 Expected timing for further general meeting to be held to approve entering MVL  end June

Notes:

(1)   All of the times referred to in this Circular refer to London time,
unless otherwise stated.

(2)   Each of the times and dates in the above timetable is subject to
change. If any of the above times and/or dates change, the revised times and
dates will be notified to Shareholders by an announcement through a Regulatory
Information Service and/or the Company's website.

(3)   The Cancellation requires the approval of not less than 75 per cent.
of the votes cast by Shareholders at the General Meeting.

(4)   The Re-registration requires the approval of not less than 75 per
cent. of the votes cast by Shareholders at the General Meeting.

 

DEFINITIONS

The following definitions apply throughout this Circular, unless the context
requires otherwise:

"AIM"
AIM, the market operated by the London Stock Exchange

"AIM
Rules"
the rules and guidance for companies whose shares are admitted to trading on
AIM entitled "AIM Rules for Companies" published by the London Stock Exchange,
as amended from time to time

"Business
Day"
a day (excluding Saturday, Sunday and public holidays in England and Wales) on
which banks are generally open for business in London for the transaction of
normal banking business

"Cancellation"
the cancellation of admission of the Ordinary Shares to trading on AIM,
subject to passing of the Cancellation Resolution and in accordance with Rule
41 of the AIM Rules

"Cancellation
Resolution"
Resolution number 1 to be proposed at the General Meeting

"Circular"
this document, containing information about the Cancellation, Re-registration,
adoption of New Articles and the General Meeting

"Company" or
"Scirocco"
Scirocco Energy plc, a company incorporated in England and Wales with
Registered Number 05542880

"CREST"
the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations)

"CREST
Manual"
the rules governing the operation of CREST, as published by Euroclear

"CREST
member"
a person who has been admitted by Euroclear as a system-member (as defined in
the CREST Regulations)

"CREST
participant"
a person who is, in relation to CREST, a system participant (as defined in the
CREST Regulations)

"CREST
Regulations"
the Uncertificated Securities Regulations 2001 (S.I. 2001 No 3755) (as
amended), and any applicable rules made thereunder

"CREST
sponsor"
a CREST participant admitted to CREST as a CREST sponsor

"Directors" or
"Board"
the directors of the Company, whose names are set out on page 6 of this
document

"Disclosure Guidance
and                              the disclosure
rules and transparency rules made by the UK

Transparency
Rules"
Financial Conduct Authority pursuant to section 73A of FSMA

"Euroclear"
Euroclear UK & International Limited

"Existing Ordinary
Shares"                             the existing
issued ordinary shares of 0.2p each in the capital of the Company as at the
Record Date

"FID
Payment"
US$3 million payable upon final investment decision being taken by the parties
to the Ruvuma Asset Production Sharing Agreement or the JOA as the case may be

"Form of
Proxy"
the form of proxy for use at the General Meeting

"General
Meeting"
the General Meeting of the Company convened for 10 a.m. on 7 May 2024 and any
adjournment thereof, notice of which is set out in Part IV of this Circular

"London Stock
Exchange"                              London
Stock Exchange plc

"New
Articles"
the new articles of association of the Company to be adopted following the
passing of Resolution number 2 to be proposed at the General Meeting

"Notice of General Meeting" or                   the notice
of General Meeting which is set out in Part IV of

"Notice"
this Circular

"Ordinary
Shares"
ordinary shares of 0.2p each in the capital of the Company

"Panel"
the Panel on Takeovers and Mergers

"Proposals"
together, the adoption of the New Articles, Cancellation and Re-registration

"Proxy
Deadline"
10 a.m. on the 2 May 2024 of the General Meeting

"Registrars"
Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham,
Surrey, GU9 7XX

"Regulatory Information Service"                has the meaning
given to it in the AIM Rules

"Re-registration"
the re-registration of the Company as a private limited company and the
consequential adoption of the New Articles

"Re-registration Resolution"
Resolution number 2 to be proposed at the General Meeting

"Resolutions"
the resolutions to be proposed at the General Meeting in the form set out in
the Notice (and each of which shall be a "Resolution")

"Shareholders"
holders of Ordinary Shares from time to time and "Shareholder" means any one
of them

"Strand
Hanson"
Strand Hanson Limited, the Company's nominated adviser

"Takeover
Code"
the City Code on Takeovers and Mergers

"UK
MAR"
Regulation (EU) (No 596/2014) of the European Parliament and of the Council of
16 April 2014 on market abuse to the extent that it forms part of the domestic
law of the United Kingdom including by virtue of the European Union
(Withdrawal) Act 2018 (as amended by virtue of the European Union (Withdrawal
Agreement) Act 2020)

"United
Kingdom"
the United Kingdom of Great Britain and Northern Ireland A reference to "£"
is to pounds sterling, being the lawful currency of the UK.

 

LETTER FROM THE CHAIRMAN OF SCIROCCO ENERGY PLC

1.       Introduction

As announced by the Company today, the Board has concluded that it is in the
best interests of the Company and its Shareholders to propose the cancellation
of the admission of the Company's Ordinary Shares to trading on AIM. Pursuant
to Rule 41 of the AIM Rules, the Company (through its nominated adviser,
Strand Hanson) has notified the London Stock Exchange of the date of the
proposed Cancellation.

The Cancellation is conditional, pursuant to Rule 41 of the AIM Rules, upon
the approval of not less than 75 per cent. of the votes cast by Shareholders
(whether present in person or by proxy) at the General Meeting, notice of
which is set out in Part IV of this Circular.

The Directors have also concluded that it is in the best interests of the
Company and its Shareholders for the Company to re-register as a private
company and adopt the New Articles to reflect the change from a public company
to a private limited company with effect from the Cancellation. The
Re-registration and adoption of New Articles are conditional upon the
Cancellation becoming effective and the approval of not less than 75 per cent.
of the votes cast by Shareholders (whether present in person or by proxy) at
the General Meeting.

The Company is therefore seeking Shareholders' approval of the Proposals at
the General Meeting which has been convened for 10 a.m. on 7 May 2024 at the
offices of Buchanan Communications, 107 Cheapside, London EC2V 6DN.

The purpose of this Circular is to:

(a)        provide you with the information on the background to and
reasons for the Proposals, explain the consequences of the Cancellation and
the Re-registration and why the Directors unanimously consider the Proposals
to be in the best interests of the Company and its Shareholders as a whole;
and

(b)        seek Shareholders' approval for the Resolutions. The Notice
of the General Meeting is set out in Part IV of this Circular.

 

2.       Background and reasons for Cancellation

As announced by the Company today, the Directors have conducted a careful
review of the benefits and drawbacks to the Company and Shareholders in
retaining the Company's quotation on AIM and believe that the Cancellation is
in the best interests of the Company and the Shareholders as a whole.

In reaching this conclusion, the Board has consulted certain Shareholders and
has considered the following key factors amongst others:

(a)        Interim Step towards members voluntary liquidation: At the
General Meeting convened on 19 March 2024 Shareholders voted in favour of the
resolution to "Put in place a strategy to distribute cash to shareholders…".
As a result, the Board has progressed a series of workstreams with the
intention of placing the Company into a Members Voluntary Liquidation ("MVL")
in order to distribute cash to Shareholders in accordance with the outcome of
the 19 March 2024 general meeting. To facilitate this process, the Company
would be required to cancel its quotation on AIM.

(b)        Costs and Regulatory Burden: The considerable cost and
management time and the legal and regulatory burden associated with
maintaining the Company's admission to trading on AIM are, in the Board's
opinion, disproportionate to the benefits of the Company's continued admission
to trading on AIM particularly in the context of the proposals being
considered around the MVL. Given the lower costs associated with unlisted
company status, it is estimated that the Cancellation will materially reduce
the Company's recurring administrative and adviser costs by at least £250,000
per annum, with estimated savings prior to entering MVL of c. £100,000.  A
significant proportion of such cost savings would relate to the removal of the
requirement to produce audited annual accounts for the year ended 31 December
2023 by June 2024 pursuant to the requirement of the AIM Rules. Instead, the
Company will be required to only produce Cessation accounts as part of the
pre-liquidation process.

(c)        Fiduciary Duties and Governance: Even after the Cancellation
and until the Company enters MVL, the Board will remain subject to the
fiduciary duties as set out in the Companies Act 2006, and is committed to
suitable corporate governance procedures for the protection of all
Shareholders; and

(d)        Future Trading of Shares until MVL: The Board believes that
it can make satisfactory arrangements for Shareholders to freely transfer
their Ordinary Shares for a period following the Cancellation until the point
the Company enters MVL via an auction-based secondary market trading facility
(see paragraph 7 of this Part for further details)

 

Therefore, following careful consideration, and in particular as a result of
the 19 March 2024 general meeting, the Board believes that it is in the best
interests of the Company and Shareholders to seek the proposed Cancellation at
the earliest opportunity in line with AIM Rule 41, along with Re-registration
and associated adoption of the New Articles.

3.       Process for, and principal effects of, the Cancellation

The Directors are aware that certain Shareholders may be unable or unwilling
to hold Ordinary Shares in the event that the Cancellation is approved and
becomes effective. Such Shareholders should consider selling their interests
in the market prior to the Cancellation becoming effective.

Under the AIM Rules, the Company is required to give at least 20 clear
Business Days' notice of Cancellation. Additionally, Cancellation will not
take effect until at least five clear Business Days have passed following the
passing of the Cancellation Resolution.

If the Cancellation Resolution is passed at the General Meeting, it is
proposed that the last day of trading in Ordinary Shares on AIM will be 16 May
2024 and that the Cancellation will take effect at 7 a.m. on 17 May 2024.

The principal effects of the Cancellation will be that:

(a)        there will no longer be a formal market mechanism enabling
Shareholders to trade their Ordinary Shares on AIM (or any other recognised
market or trading exchange);

(b)        however, the Board intends to ensure that Ordinary Shares
will remain freely transferable and an auction-based secondary market trading
facility is intended to be set up for a period following Cancellation until
the point in time the Company enters MVL. Notwithstanding this, the Ordinary
Shares may be more difficult to sell compared to shares of companies traded on
AIM. It is possible that, following the publication of this Circular, the
liquidity and marketability of the Ordinary Shares is reduced and their value
adversely affected (however, the Directors believe that the existing liquidity
in the Ordinary Shares is in any event limited);

(c)        it may be more difficult for Shareholders to determine the
market value of their investment in the Company at any given time;

(d)        the Company will no longer be subject to the AIM Rules and,
accordingly, Shareholders will no longer be afforded the protections given by
the AIM Rules. In particular, the Company will not be bound to:

·    make any public announcements of material events, or to announce
interim or final results;

·    comply with any of the corporate governance practices applicable to
AIM companies;

·    announce substantial transactions and related party transactions; or

·    comply with the requirement to obtain shareholder approval for
reverse takeovers and fundamental changes in the Company's business;

(e)        the Company will no longer be subject to UK MAR regulating
inside information and other matters;

(f)         the Company will no longer be required to publicly
disclose any change in major shareholdings in the Company under the Disclosure
Guidance and Transparency Rules;

(g)        the Company will cease to retain a nominated adviser and
broker;

(h)        whilst the Company's CREST facility will remain in place
immediately following the Cancellation the Company's CREST facility may be
cancelled in the future and, although the Ordinary Shares will remain
transferable, they may cease to be transferable through CREST (in which case,
Shareholders who hold Ordinary Shares in CREST will receive share
certificates);

(i)         stamp duty will be due on transfers of shares and
agreements to transfer shares unless a relevant exemption or relief applies to
a particular transfer;

(j)         the Cancellation and Re-registration may have personal
taxation consequences for Shareholders. Shareholders who are in any doubt
about their tax position should consult their own professional independent tax
adviser;

(k)        as a company incorporated in England and Wales, the Company
will continue to be subject to the requirements of the Companies Act 2006; and

(l)         details of the application of the Takeover Code, which
will continue to apply to the Company following the Cancellation, are set out
in Part III.

 

The above considerations are not exhaustive, and Shareholders should seek
their own independent advice when assessing the likely impact of the
Cancellation on them and their shareholding in the Company.

The Company currently intends that it will continue to provide certain
facilities and services to Shareholders that they currently enjoy as
shareholders of an AIM company following the proposed Cancellation up to the
point when the Company enters MVL. It is intended that the Company will
continue to:

(a)        communicate information about the Company (including annual
accounts) to its Shareholders, as required by law; and

(b)        maintain its website and to post updates on the website from
time to time, although Shareholders should be aware that there will be no
obligation on the Company to include all of the information required under AIM
Rule 26 or to update the website as required by the AIM Rules.

4.       Re-registration

Following the proposed Cancellation, the Board believes that the requirements
and associated costs of the Company maintaining its public company status will
be difficult to justify and that the Company will benefit from the more
flexible requirements and lower overhead costs associated with private limited
company status. It is therefore proposed to re-register the Company as a
private limited company.

In connection with the Re-registration, it is proposed that the New Articles
be adopted to reflect the change in the Company's status to a private limited
company. The principal effects of the adoption of the New Articles on the
rights and obligations of Shareholders and the Company are summarised in Part
II of this Circular.

A comparison of the New Articles against the Company's existing Articles of
Association is available on the Company's website and the New Articles
themselves are included as Appendix 1 to this document.

Subject to and conditional upon the Cancellation and the passing of the
Re-registration Resolution, application will be made to the Registrar of
Companies for the Company to be re-registered as a private limited company.
Re-registration will take effect when the Registrar of Companies issues a
certificate of incorporation on Re-registration. The Registrar of Companies
will not issue the certificate of incorporation on Re-registration until the
Registrar of Companies is satisfied that no valid application can be made to
cancel the resolution to re-register as a private limited company.

If the Cancellation Resolution and the Re-registration Resolution are passed
at the General Meeting and the Registrar of Companies issues a certificate of
incorporation on Re-registration, it is anticipated that the Re-registration
will become effective by 20 May 2024.

5.       Process for Cancellation and Re-registration

Under the AIM Rules, it is a requirement that Cancellation must be approved by
not less than 75 per cent. of votes cast by shareholders at a general meeting.
Accordingly, the Notice of General Meeting set out in Part IV of this Circular
contains a special resolution (Resolution number 1) to approve the
Cancellation.

Furthermore, Rule 41 of the AIM Rules requires any AIM company that wishes the
London Stock Exchange to cancel the admission of its shares to trading on AIM
to notify shareholders and to separately inform the London Stock Exchange of
its preferred cancellation date at least 20 Business Days prior to such date.
In accordance with AIM Rule 41, the Directors (through the Company's nominated
adviser, Strand Hanson) have notified the London Stock Exchange of the
Company's intention, subject to the Cancellation Resolution being passed at
the General Meeting, to cancel the Company's admission of the Ordinary Shares
to trading on AIM on 17 May 2024.

Under the Companies Act 2006, it is a requirement that re-registration and
adoption of new articles of association must be approved by not less than 75
per cent. of votes cast by shareholders at a general meeting. Accordingly, the
Notice set out in Part IV of this Circular contains a special resolution
(Resolution number 2) to approve the Re-registration and adoption of the New
Articles.

6.       Transactions in the Ordinary Shares following the proposed
Cancellation

Shareholders should note that they are able to trade in the Ordinary Shares on
AIM prior to the Cancellation. If Shareholders approve the Cancellation, it is
anticipated that the last day of dealings in the Ordinary Shares on AIM will
be 16 May 2024.

The Board is aware that the proposed Cancellation, should it be approved by
Shareholders at the General Meeting, would make it more difficult to buy and
sell Ordinary Shares in the Company following the Cancellation. Therefore, the
Company intends to arrange a secondary market trading facility to assist
Shareholders to trade in the Ordinary Shares, and this will be put in place
from the day of Cancellation.

7.       Secondary market trading facility

A number of advisers are capable of providing the secondary market trading
facility and the Company will update Shareholders in due course regarding the
selected service provider and the operational mechanics of the selected
scheme. This facility will allow existing shareholders of the Company, and new
investors, to trade Ordinary Shares by matching buyers and sellers through
periodic auctions. Providers typically operate an open auction system where
volumes of bids and offers at different prices are displayed on their website
together with the closing date of the auction. At the end of each auction
period the provider would match buyers and sellers.

Shareholders will continue to be able to hold their shares in uncertificated
form (i.e. in CREST) until the Company enters the anticipated MVL.
Shareholders should check with their existing stockbroker whether they are
willing or able to trade in unquoted shares.

Should the Cancellation become effective and the Company put in place the
secondary market trading facility, details will be made available to
Shareholders on the Company's website at (https://www.sciroccoenergy.com/)
(file:///C:/Users/TomReynolds/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/LFL73OEO/(https:/www.sciroccoenergy.com/))
and directly by letter or e-mail (where appropriate).

8.       Takeover Code

Notwithstanding the Cancellation and Re-registration, under the Takeover Code
the Company will continue to be subject to its terms for a period of 10 years
following the Cancellation (subject to the Re-registration occurring).
However, the Takeover Code may cease to apply earlier if a majority of the
Directors cease to be resident in the UK, Channel Islands or Isle of Man.

Following the expiry of the 10 year period from the date of the Cancellation
(subject to the Re-registration occurring), or such other date on which the
Takeover Code ceases to apply to the Company, the Company will no longer be
subject to the provisions of the Takeover Code. A summary of the protections
afforded to Shareholders by the Takeover Code which will be lost is set out in
Part III of this Circular. Protections include the requirement for a mandatory
cash offer to be made if either:

·           a person acquires an interest in shares which, when
taken together with the shares in which persons acting in concert with it are
interested, increases the percentage of shares carrying voting rights in which
it is interested to 30 per cent. or more; or

·           a person, together with persons acting in concert with
it, is interested in shares which in the aggregate carry not less than 30 per
cent. of the voting rights of a company but does not hold shares carrying more
than 50 per cent. of such voting rights and such person, or any person acting
in concert with it, acquires an interest in any other shares which increases
the percentage of shares carrying voting rights in which it is interested.

Rule 9 of the Takeover Code further provides that where any person, together
with persons acting in concert with him, holds over 50 per cent. of the voting
rights of a company to which the Takeover Code applies and acquires additional
shares which carry voting rights, then that person will not generally be
required to make a general offer to the other shareholders to acquire the
balance of the shares not held by that person or his concert parties.

Before giving your consent to the Cancellation and Re-registration, you may
want to take independent professional advice from an appropriate independent
financial adviser.

9.       The proposed return of funds to shareholders

The Board has actively considered a number of pathways to distribute cash to
Shareholders since Q2 2023. After taking advice from legal and accounting
advisers and reviewing various paths, the Board identified that the most
efficient method to distribute all cash to Shareholders would be to follow a
solvent Members' Voluntary Liquidation ("MVL"). This would be a terminal
pathway for the Company and would preclude re-tasking the Company and its
listing for other purposes as the Directors would hand over control of the
Company to a liquidator.

 

The Board has received proposals from advisers able to support the process
which allowed it to estimate the total distributable value based on the cash
on hand, estimated costs and expected receivables from outstanding Ruvuma
contingent payments.

 

Based on the expected receivables and taking account of costs associated with
the MVL process, estimated to be c. £350k, the unrisked estimated
distribution to Shareholders is c. 1.1 - 1.2 pence per share. Distributions
would likely occur over the period 2024 - 2026 (and potentially 2027 depending
on the delivery and rate of production from Ruvuma). It should be noted that
the receipt of the FID Payment, which has already been delayed and is now
expected in Q2 2024 albeit with no guarantee, would be required to support a
material initial distribution, given that the FID Payment equates to c. 0.26
pence per share. Subsequent distributions would depend on receipt of revenue
share payments which are not expected until 2025 or 2026 (tied to first gas
sales of a Ruvuma development).

 

Implementing a MVL would involve a number of workstreams incurring
professional fees and the following steps:

 

a)     Pre-liquidation preparation, which will begin immediately,
including preparation of pre-liquidation accounts - estimated to take 2-3
months. It should be noted that until Kiliwani North can be divested, a
liquidator would retain sufficient funds to meet the liability (estimated to
be c. £250,000) which could delay and/or limit the level of any initial
distribution;

b)    Subject to approval of the Resolutions at the General Meeting and
consequent implementation of the Proposals, the Company will look to call a
further general meeting (as a private company) including issuing a circular
proposing the commencement of the MVL and setting out all relevant information
in respect of it;

c)     The above mentioned further general meeting to approve the MVL,
which would require special resolutions to be approved by a majority of 75% of
those voting. The Board expects to hold such general meeting in late Q2/early
Q3 this year; and

d)    Assuming approval by Shareholders, the Company would enter
liquidation proceedings immediately thereafter.

 

It should be noted that, whilst it is the Board's strong intention, there is
no guarantee that the general meeting to approve the commencement of the MVL
will be called, nor that such general meeting will be held. As such,
Shareholders should be aware that approving the Cancellation does not
guarantee entry into the MVL.

 

Shareholders should be aware that timing of any distributions pursuant to the
MVL - which are not guaranteed - will depend on a number of factors, most
predominantly the development of the Ruvuma asset (in line with the expected
plan of its owners which the Company has no control over), and will be at the
discretion of the liquidator, if the Company enters an MVL.

 

Given the costs associated with the MVL and settlement of the Kiliwani North
liability is expected to consume a significant part of the Company's existing
cash, the source of cash for distribution will predominantly comprise of the
contingent consideration elements from the Company's sale of its interest in
Ruvuma as previously described by the Company and up to £150,000 payable in
the event of the completion of certain acquisitions of Anaerobic Digestion
plants by EAG. These contingent payments are not guaranteed as they are linked
to events which are out with the control of Scirocco and their timing is
uncertain.

 

10.     Taxation

 

Upon receipt of any capital distribution in the course of the liquidation of
the Company, Shareholders will be treated as making a part disposal of their
Ordinary Shares for consideration equal to the amount of any cash received.

 

For a UK tax-resident individual this will give rise to a capital gain or
capital loss on the difference between the amount of the consideration
received, less the determined amount of cost attributable to this partial
disposal of their parcel of Ordinary Shares. In the event of a capital gain,
to the extent there are no offsetting capital losses, Capital Gains Tax will
be payable at a rate of 20% of that gain. The tax due on capital distributions
received before 5 April 2025 will become payable on 31 January 2026 and should
be reported to HM Revenue & Customs through a Self Assessment Tax Return.
In the event of a capital loss, this will normally be available to reduce any
other capital gain of the same year or be available to carry forward
indefinitely against future capital gains.

 

A UK tax-resident company will include any distribution it receives from the
liquidation as part of its taxable profits for the accounting period the
distribution is received in; the distribution being a capital gain for the
company. Assuming the company is profitable, it will pay Corporation Tax on
the Capital Gains at its marginal rate 9 months after the end of the
accounting period in which the distribution is received. Similarly, a capital
loss arising on the distribution may be carried forward and offset against
future capital gains or alternatively, it will be available to reduce any
capital gains the company has received in the same accounting period with any
balance being carried forward.

 

Non-UK resident investors will be subject to the rules prevailing in their
respective tax jurisdictions.

 

This information is provided for general guidance only and should not be
construed as comprising taxation advice. Shareholders should seek tax advice
on their own particular circumstances from appropriate professional advisors.

 

11.     Adoption of new articles of association

The Company also proposes to adopt new articles of association as set out
above and as summarised in Part II.

A comparison of the New Articles against the Company's existing Articles of
Association is available on the Company's website and the New Articles
themselves are included as Appendix 1 to this document.

The Resolutions include a special resolution to adopt the new articles of
association (Resolution 2).

12.     General Meeting

The General Meeting will be held at the offices of Buchanan Communications,
107 Cheapside, London EC2V 6DN commencing at 10 a.m. on 7 May 2024. The
resolutions to be proposed at the General Meeting are as follows:

(a)        a special resolution to approve the Cancellation (Resolution
1); and

(b)        a special resolution to approve the Re-registration and
adoption of the New Articles (Resolution 2). Resolution 2 will be subject to
and conditional upon the Cancellation becoming effective.

 

13.     Action to be taken

Voting on all resolutions can be done by completing a proxy appointment form
appointing the 'Chair of the General Meeting' as your proxy. All valid proxy
votes to be exercised by the 'Chair of the General Meeting' will also be
included in any vote taken at the General Meeting.

 

Shareholders will find enclosed a Form of Proxy for use at the General
Meeting. The Form of Proxy should be completed and delivered in accordance
with the instructions printed on it to Share Registrars Limited in hard copy
to 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX as soon as
possible and in any event to be received by Share Registrars Limited not later
than 10 a.m. on 2 May 2024.

 

CREST members who wish to appoint a proxy or proxies through the CREST
electronic proxy appointment service may do so for the General Meeting and any
adjournment(s) thereof by using the procedures described in the CREST Manual.

 

CREST personal members or other CREST sponsored members, and those CREST
members who have appointed a voting service provider(s) should refer to their
CREST sponsor or voting service provider(s), who will be able to take the
appropriate action on their behalf.

 

In order for a proxy appointment or instruction made using the CREST service
to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must
be properly authenticated in accordance with CRESTCO Limited's specifications
and must contain the information required for such instructions, as described
in the CREST Manual.

 

The message, regardless of whether it relates to the appointment of a proxy or
to an amendment to the instruction given to a previously appointed proxy must,
in order to be valid, be transmitted so as to be received by the issuer's
agent 7RA36 by the latest time(s) for receipt of proxy appointments specified
above. For this purpose, the time of receipt will be taken to be the time (as
determined by the timestamp applied to the message by the CREST Applications
Host) from which the issuer's agent is able to retrieve the message by enquiry
to CREST in the manner prescribed by CREST. After this time, any change of
instructions to proxies appointed through CREST should be communicated to the
appointee through other means.

 

CREST members and, where applicable, their CREST sponsors or voting service
providers should note that CRESTCo Limited does not make available special
procedures in CREST for any particular messages. Normal system timings and
limitations will therefore apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member concerned to take
(or, if the CREST member is a CREST personal member or sponsored member or has
appointed a voting service provider(s), to procure that his or her CREST
sponsor or voting service provider(s) take(s)) such action as shall be
necessary to ensure that a message is transmitted by means of CREST by any
particular time. In this connection, CREST members and, where applicable,
their CREST sponsors or voting service providers are referred, in particular,
to those sections of the CREST Manual concerning practical limitations of the
CREST system and timings. The Company may treat as invalid a CREST Proxy
Instruction in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.

 

 

14.     Recommendation

For the reasons noted above, the Directors consider that the Resolutions to be
put to the meeting are in the best interests of the Company and its
Shareholders as a whole and therefore unanimously recommend that you vote in
favour of all of the Resolutions to be proposed at the General Meeting, as the
Directors intend to do in respect of their Ordinary Shares in the Company,
representing approximately 2.7 per cent. (%) of the Company's issued share
capital as of the date of this Circular.

Yours faithfully,

Alastair Ferguson

Non-Executive Chairman

 

For further information:

 Scirocco Energy plc                                  +44 (0)20 7466 5000

 Tom Reynolds, CEO
 Strand Hanson Limited, Nominated Adviser and Broker  +44 (0) 20 7409 3494

 Ritchie Balmer / James Spinney / Robert Collins
 Buchanan, Financial PR                               +44 (0)20 7466 5000

 Ben Romney / Barry Archer / George Pope

 

 

Inside Information

The information contained within this announcement is deemed by Scirocco 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.

 

 

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