REG - SDX Energy PLC - Results of Court Meeting and General Meeting

SDX EnergyAnnouncement

29/07/2022 14:30

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RNS Number : 3086U  SDX Energy PLC  29 July 2022

(#DN1) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA OR JAPAN
OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL OR CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED.

FOR IMMEDIATE RELEASE

29 July 2022

RECOMMENDED ALL-SHARE COMBINATION WITH CASH ALTERNATIVE

between

Tenaz Energy Corp. ("Tenaz")

and

SDX Energy plc ("SDX")

to be effected by means of a Scheme of Arrangement under Part 26 of the
Companies Act 2006

Results of Court Meeting and General Meeting and Lapsing of the Scheme

On 25 May 2022, the boards of SDX and Tenaz announced that they had reached
agreement on the terms of a recommended share-for-share combination pursuant
to which Tenaz would acquire the entire issued ordinary share capital of SDX
(the "Combination") which was proposed to be effected by means of a Scheme of
Arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). On 30 June
2022, Tenaz announced the introduction of a cash alternative that was made
available under the terms of the Combination, through which shareholders of
SDX could elect to receive cash instead of some or all of the share
consideration to which they would otherwise be entitled to under the terms of
the Combination.

Earlier today, SDX convened the Court Meeting and General Meeting in
connection with the Combination. The total votes in favour of the resolutions
were 48.30% at the Court Meeting and 54.27% at the General Meeting, which were
below the minimum threshold (75% of those shares voted) needed to approve the
resolutions.

Accordingly, certain of the conditions of the Scheme were not satisfied and,
consequently, the Combination has been terminated and the Scheme has lapsed.
As a result, no Court Hearing to sanction the Scheme will be held and SDX is
no longer in an offer period as defined by the City Code on Takeovers and
Mergers.

Voting Results of the Court Meeting

The table below sets out the results of the poll at the Court Meeting. Each
Scheme Shareholder, present in person or by proxy, was entitled to one vote
per Scheme Share held at the Voting Record Time.

 

 Results of Court Meeting  No. of Scheme Shares voted as a percentage of the total Scheme Shares*  Number of Scheme Shareholders who voted  Percentage of voting Scheme Shareholders*  Number of Scheme Shares voted  Percentage of Scheme Shares which were voted
 For                       20.18%                                                                  19                                       13.29%                                     41,281,230                     48.30%
 Against                   21.60%                                                                  15                                       10.49%                                     44,187,084                     51.70%
 Total                     41.78%                                                                  34                                       23.78%                                     85,468,314                     100%

*Rounded to two decimal places

Voting Results of the General Meeting

 The table below sets out the results of the poll at the General Meeting. Each  Total votes validly cast  Total votes validly cast as a percentage of the issued share capital*  Number of votes "for"  Percentage of votes validly cast "for"*  Number of votes against  Percentage of votes validly cast against*  Votes withheld**
 SDX Shareholder, present in person or by proxy, was entitled to one vote per
 SDX Share held at the Voting Record Time.
 Special Resolution approving implementation of the Scheme and amendment to     91,902,890                44.93%                                                                 49,878,987             54.27%                                   42,023,903               45.73%                                     11,509,915
 articles of association

*Rounded to two decimal places

** A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes 'For' or 'Against' the Special Resolution.

The total number of SDX Shares in issue at the Voting Record Time was
204,563,045, none of which were held in treasury. Consequently, the total
voting rights in the Company at the Voting Record Time were 204,563,045.

Prior to the Shareholder Meetings, the Company received an enquiry from the
Alberta Securities Commission (the "ASC") seeking confirmation that security
holders in Canada beneficially own more than 10% of the outstanding voting
securities of SDX, and that SDX is not a designated foreign issuer under
Canadian securities laws (the "ASC Enquiry"). The ASC Enquiry also relates to
certain notifications of shareholdings in the Company made between 18 and 22
July 2022, and specifically whether the acquisition of those shareholdings and
related notifications were in compliance with Canadian securities legislation.
Following engagement with the ASC, an early warning report on Form 62-103F1
was filed by certain shareholders of the Company. Having taken legal advice,
the Company does not currently believe that there is a material risk of
regulatory action or successful litigation against the Company with regard to
these issues, however there can be no certainty that there will be no
regulatory action or litigation.

Capitalised terms used but not otherwise defined in this announcement have the
meanings given to them in the Scheme Document published on 5 July 2022 in
relation to the Combination.

 

Enquiries

SDX Energy plc

Michael Doyle, Chairman
 
Tel: + 44 (0) 203 219 5640

Mark Reid, Chief Executive Officer

Rothschild & Co (Rule 3 and Financial Adviser to SDX)

James McEwen
 
Tel: +44 (0) 207 280 5000

Tanvi Ahuja

Stifel Nicolaus Europe Limited (Nominated Adviser and Broker to SDX)

Callum Stewart
 
Tel: +44 (0) 20 7710 7600

Camarco (Financial PR Adviser to SDX)

Billy Clegg/Owen Roberts/Violet Wilson
 
Tel: +44 (0) 203 757 4980

 

Important notices

Rothschild & Co, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for SDX and for
no one else in connection with the matters described in this announcement and
will not be responsible to anyone other than SDX for providing the protections
afforded to clients of Rothschild & Co or for providing advice in
connection with any matter referred to in this announcement. Neither
Rothschild & Co nor any of its affiliates (nor their respective directors,
officers, employees or agents) owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Rothschild & Co in connection with this announcement, any statement
contained herein, the Combination or otherwise. No representation or warranty,
express or implied, is made by Rothschild & Co as to the contents of this
announcement.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for SDX and for no one else in connection with the matters
described in this announcement and will not be responsible to anyone other
than SDX for providing the protections afforded to clients of Stifel or for
providing advice in connection with any matter referred to in this
announcement. Neither Stifel nor any of its affiliates (nor their respective
directors, officers, employees or agents) owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of
Stifel in connection with this announcement, any statement contained herein,
the Combination or otherwise. No representation or warranty, express or
implied, is made by Stifel as to the contents of this announcement.

Publication on websites and availability of hard copies

Pursuant to Rule 26.1 of the Takeover Code, a copy of this announcement and
other documents in connection with the Combination will be available free of
charge, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, at SDX's websites at
https://www.sdxenergygroup.com/ (https://www.sdxenergygroup.com/) promptly
following the publication of this announcement and in any event by no later
than 12 noon on the Business Day following this announcement until the end of
the Offer Period (or, if later, the end of any competition reference period).

For the avoidance of doubt, the content of the websites referred to above is
not incorporated into and does not form part of this announcement.

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