REG - SDX Energy PLC - Proposed Cancellation of Admission to Trading

SDX EnergyAnnouncement

06/12/2024 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241206:nRSF0466Pa&default-theme=true

RNS Number : 0466P  SDX Energy PLC  06 December 2024

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.

 

6 December 2024

 

SDX ENERGY PLC ("SDX" or the "Company")

Proposed cancellation of admission of Ordinary Shares to trading on AIM

Re-registration as a private limited company

Adoption of New Articles of Association

 

The Company announces the proposed cancellation of admission of its ordinary
shares to trading on AIM (the "Cancellation"), re-registration of the Company
as a private limited company (the "Re-registration") and the adoption of new
articles of association more suitable for a private limited company (the "New
Articles").

On or around 13 December 2024, the Company will publish a circular setting out
the background to and reasons for the proposed Cancellation, the
Re-registration and associated adoption of the New Articles (the "Circular").
The Circular will also contain a notice convening a general meeting (the
"General Meeting") at which Shareholders will be invited to consider and, if
thought fit, approve the proposed Cancellation, the Re-registration and
adoption of the New Articles.

Background and reasons for the Cancellation

 

The Directors have conducted a careful review of the benefits and drawbacks to
the Company and the Shareholders of retaining the Company's admission to
trading 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)   Costs and burden of maintaining a public listing: 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. 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;

 

b)   Strategic flexibility: The Board believes that, as a result of the more
flexible regime that is applicable to a private company, an unlisted company
can take and implement decisions more quickly than a company which is publicly
traded, and an unlisted company has greater flexibility to enter into
agreements with investors and suppliers;

 

c)   Lack of liquidity: There continues to be limited liquidity in the
Ordinary Shares and, as a result, the Board believes that Shareholders are not
provided with opportunities to trade in meaningful volumes or with frequency
in an active market in Ordinary Shares;

 

d)   Market volatility: As a result of the limited liquidity of Ordinary
Shares described above, small trades in Ordinary Shares can have a significant
impact on the Company's share price; and

 

e)   Funding options: The majority of the potential investors the Company
has recently engaged with have expressed a preference to invest in the Company
if the Ordinary Shares were not traded on AIM. Therefore, the Board believes
that the Company has a greater chance of raising equity and/or debt financing
from investors as an unlisted company than as a publicly traded company.

 

Therefore, following careful consideration, 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
the re-registration of the Company as a private limited company and associated
the adoption of the New Articles.

 

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.

 

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 put into place a matched bargain trading facility to assist
Shareholders to trade in the Ordinary Shares following Cancellation.

 

The Takeover Code
 
Subject to Cancellation and Re-registration occurring as anticipated in the expected timetable below, the City Code on Takeovers and Mergers (the "Takeover Code") shall cease to apply to the Company from 3 February 2027 (although the Takeover Code may cease to apply earlier if a majority of the Directors cease to be resident in the UK, the Channel Islands or the Isle of Man).
 
Once the Takeover Code ceases to apply to the Company, the Company's Shareholders will no longer benefit from the protections afforded by the Takeover Code, including 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.
 
Under Rule 9 of the Takeover Code, when any person or group of persons acting in concert, individually or collectively, are interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of a company but do not hold shares carrying more than 50 per cent. of the voting rights of a company and such person or any person acting in concert with him/her acquires an interest in any other shares, which increases the percentage of the shares carrying voting rights in which he/she is interested, then that person or group of persons is normally required by the Panel to make a general offer in cash to all shareholders of that company at the highest price paid by them for any interest in shares in that company during the previous 12 months. Rule 9 of the Takeover Code further provides that where any person, together with persons acting in concert with him/her, 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/her concert parties.
 
From 3 February 2027, 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 will be set out in the Circular.
 
General Meeting

 

The General Meeting is expected to be held at 38 Welbeck Street, London,
United Kingdom, W1G 8DP commencing at 11.00 a.m. on 31 December 2024, but a
further announcement will be made when the notice is issued.

 

The Notice of General Meeting is expected to be available from the Company's
website on 13 December 2024 at:

https://www.sdxenergygroup.com/investors/presentations-circulars-documents
(https://url.avanan.click/v2/___https:/www.sdxenergygroup.com/investors/presentations-circulars-documents___.YXAxZTpzaG9yZWNhcDphOm86MzBhNjhiMzg5ZTQxMzQ5MThlODlhN2IyODRkNzYxNmI6Njo5ODU0OjkzNTJlZTBhZTQ1OTAyZmZlZGQ1OTA2MGMzZTlkZTA4YzI0M2RkMmRlOWU3M2Q3ZTVlY2NhYmI1OTNkYzNlYWE6cDpGOk4)

 

 

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

 

 Announcement published setting out the de-listing timetable

                                                                                                                     7:00 a.m. on 6 December 2024

 Publication and posting of the Circular                                                                             13 December 2024

 Latest time and date for receipt of online proxy votes or completed Forms of
 Proxy in respect of the General

 Meeting

                                                                                                                     11.00 a.m. on 27 December 2024

 General Meeting                                                                                                     11.00 a.m. on 31 December 2024

 Expected last day of dealings in Ordinary Shares on AIM                                                             8 January 2025

 Expected time and date of Cancellation ((3))                                                                        7.00 a.m. on 9 January 2025

 Expected date of Re-registration ((4))                                                                              By 9 January 2025

 

Notes:

 

(1)    All of the times referred to above 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% of the
votes cast by Shareholders at the General Meeting.

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

 

For further information:

 

 SDX Energy Plc

 Daniel Gould, Chief Executive Officer

 William McAvock, Chief Financial Officer

 Tel: +44 (0) 20 3219 5640

 Shore Capital (Nominated Adviser and Broker)

 Toby Gibbs/Harry Davies-Ball

 Tel: +44 (0) 20 7408 4090

About SDX

For further information, please see the Company's website at
www.sdxenergygroup.com
(https://url.avanan.click/v2/___http:/www.sdxenergygroup.com/___.YXAxZTpzaG9yZWNhcDphOm86MDEzNTAyODI2ZTNhZWY5ZWM4YWU4MGY3MmNiNjhiMDc6Njo4MDY2OmIyZDJhNDdjNTNhNWU3Yjc5Y2VjZDQ5MzgxZTRkZWJlNTE2NjQyYTMwOTk0NmQwOGZjN2U4MWIyMzIxODExNjM6cDpU)
or the Company's filed documents at www.sedar.com
(https://url.avanan.click/v2/___http:/www.sedar.com/___.YXAxZTpzaG9yZWNhcDphOm86MDEzNTAyODI2ZTNhZWY5ZWM4YWU4MGY3MmNiNjhiMDc6NjplNWE4OjE1YTQ5NzZmMjEyMWQ5MjgyZjhkZjI1YmQzNmU3YzE3ODdlMWMyY2MwM2E4YjBiYTJmY2M3ODk2ZWE5MmI3YTM6cDpU)
.

 

Forward-looking information

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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  UPDEAXASEDXLFFA