REG - Serinus Energy PLC - Publication of Scheme Document

Serinus EnergyAnnouncement

07/04/2025 07:00

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RNS Number : 8176D  Serinus Energy PLC  07 April 2025

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION (INCLUDING THE UNITED STATES) WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION; THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

7 APRIL 2025

RECOMMENDED ACQUISITION

of

Serinus Energy plc

("Serinus" or the "Company")

by

Xtellus Capital Partners, Inc

("Xtellus")

to be effected by means of a scheme of arrangement under Article 125 of the

Companies (Jersey) Law 1991 (as amended)

 

Publication of Scheme Document

 

On 24 March 2025, the Boards of Serinus and Xtellus announced that they had
reached agreement on the terms of a recommended cash offer, pursuant to which
Xtellus would acquire the entire issued and to be issued share capital of
Serinus for 3.4 pence per share (the "Acquisition").

The Acquisition is to be effected by means of a scheme of arrangement under
Article 125 of the

Companies (Jersey) Law 1991 (as amended) (the "Scheme").

 

Publication and posting of Scheme Document

Serinus is pleased to announce that a circular in relation to the Scheme (the
"Scheme Document"), containing, amongst other things, a letter from the
chairman of Serinus, the full terms and conditions of the Scheme, an
explanatory statement, an expected timetable of principal events, notices
convening the Court Meeting and the General Meeting and details of the actions
to be taken by Serinus Shareholders, will be published today on Serinus'
website at https://serinusenergy.com/xtellus-rule-2-7-offer/
(https://serinusenergy.com/xtellus-rule-2-7-offer/) .

Hard copies of the Forms of Proxy for the Court Meeting and the General
Meeting are being posted to Serinus Shareholders. Soft copies of the Scheme
Document, or a letter and/or e-mail giving details of Serinus' website
at https://serinusenergy.com/xtellus-rule-2-7-offer/
(https://serinusenergy.com/xtellus-rule-2-7-offer/) where the Scheme Document
may be accessed, are also being sent to Serinus Shareholders in accordance
with the notice provisions of the Company's articles of association and the
relevant Serinus Shareholder's communication preferences.

For information purposes only, the Scheme Document will also be sent to
participants in the Serinus Share Plan and persons with information rights.

Capitalised terms in this announcement, unless otherwise defined herein, have
the same meanings as set out in the Scheme Document.

Recommendation from the Serinus Directors

The directors of Serinus (the "Serinus Directors"), who have been so advised
by Shore Capital as to the financial terms of the Acquisition, consider the
terms of the Acquisition to be fair and reasonable. In providing its financial
advice, Shore Capital has taken into account the commercial assessments of the
Serinus Directors.

Accordingly, the Serinus Directors intend unanimously to recommend that
Serinus Shareholders vote in favour of the Scheme at the Court Meeting and the
Resolution to be proposed at the General Meeting which are to be convened to
approve the Acquisition, as the Serinus Directors have irrevocably undertaken
to do in respect of their own beneficial shareholdings in Serinus which amount
in aggregate to 7,985,480 Serinus Shares, representing approximately 5.285 per
cent. of the existing issued share capital of Serinus on 3 April 2025 (being
the Latest Practicable Date).

Action required by shareholders - Notices of the Court Meeting and the General
Meeting

As described in the Scheme Document, to become Effective, the Scheme will
require, amongst other things, the approval of Scheme Shareholders at the
Court Meeting and Serinus Shareholders at the separate General Meeting by the
requisite majorities and, following receipt of such approvals, the sanction of
the Court. The Scheme is also subject to the satisfaction or, where
applicable, waiver of the Conditions and further terms that are set out in the
Scheme Document.

Notices of the Court Meeting and General Meeting, which will be held at
Serinus' registered office, 2nd Floor, The Le Gallais Building, 54 Bath
Street, St Helier, Jersey, JE1 1FW on 1 May 2025, are set out in Part VIII
(Notice of Court Meeting) and Part IX (Notice of General Meeting) of the
Scheme Document respectively. The Court Meeting will start at 12:30 p.m. (BST)
on that date, and the General Meeting at 12:45 p.m. (BST) on that date or as
soon thereafter as the Court Meeting is concluded or adjourned.

IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARE
CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR AND REASONABLE
REPRESENTATION OF SCHEME SHAREHOLDER OPINION. SCHEME SHAREHOLDERS ARE
THEREFORE STRONGLY URGED TO COMPLETE, SIGN AND RETURN THEIR FORMS OF PROXY, OR
APPOINT A PROXY THROUGH THE CREST PROXY APPOINTMENT SERVICE, AS SOON AS
POSSIBLE. Scheme Shareholders are strongly urged to complete and return their
blue Form of Proxy for use at the Court Meeting as soon as possible and in any
event so as to be received by no later than 6:30 p.m. on 29 April 2025 and to
complete and return their white Form of Proxy for use at the General Meeting
as soon as possible and in any event so as to be returned by no later than
6:30 p.m. on 29 April 2025 or, in the case of any adjournment, not later than
48 hours (excluding any part of a day that is not a working day) before the
time fixed for the holding of the adjourned Meeting.

Expected timetable

The Scheme Document contains an expected timetable of principal events
relating to the Scheme, set out in the table below. Subject to obtaining the
approval of Serinus Shareholders and the Court and the satisfaction or, where
applicable, waiver of the other Conditions (as set out the Scheme Document),
the Scheme is expected to become Effective on 19 May 2025.

Prior to the Scheme becoming Effective, it is intended that an application
will be made to the London Stock Exchange for the cancellation of the
admission to trading of the Serinus Shares on AIM, such cancellation to be
conditional on the Scheme becoming Effective, and to take effect on and from
or shortly after the Effective Date. The last day of dealings in Serinus
Shares is expected to be the Business Day prior to the Effective Date as set
out in the expected timetable of principal events in the table below. It is
also proposed that, as soon as reasonably practicable following the Effective
Date, Serinus will be re-registered as a private limited company. It is
intended that subject to PFSA permission for the Serinus delisting, the WSE
will be requested to cancel admission of the Serinus Shares to trading on WSE
to become effective as soon as practicable after the Effective Date. It is
intended for the last day of dealings in Serinus Shares on the WSE to be the
last Business Day prior to the Effective Date and for no transfers to be
registered after 6.00 p.m. (Warsaw time) on that date.

All dates and times are based on Serinus' and Xtellus' current expectations
and are subject to change. If any of the dates and/or times in this expected
timetable change materially, the revised dates and/or times will be notified
to Serinus Shareholders a Regulatory Information Service and by making such
announcement available on Serinus' website
at https://serinusenergy.com/xtellus-rule-2-7-offer/
(https://serinusenergy.com/xtellus-rule-2-7-offer/) .

 Event                                                                          Expected time / date ((1))
 Latest time for lodging Forms of Proxy for:
 Court Meeting (BLUE form)                                                      6:30 p.m. (BST) on 29 April 2025 ((2))
 General Meeting (WHITE form)                                                   6:30 p.m. (BST) on 29 April 2025((2))
 Scheme Voting Record Time for the Court Meeting and the General Meeting        6:30 p.m. (BST) on 29 April 2025 ((3))
 Court Meeting                                                                  12:30 p.m. (BST) on 1 May 2025
 General Meeting                                                                12:45 p.m. (BST) on 1 May 2025 ((4))
 The following dates are indicative only and are subject to change; please see
 note (4) below
 Court Sanction Hearing                                                         2:30 p.m. (BST) on 15 May 2025  "D"((5))
 Scheme Record Time                                                             6 p.m.(BST) on D+1 Business Day((5))
 Effective Date of the Scheme                                                   D+2 Business Days((5)(6))
 Suspension of Serinus Shares to trading on AIM                                 7:30 a.m. on D+2 Business Days
 Cancellation to admission to trading on AIM                                    by no later than 8:00 a.m. on D+3 Business Days
 Application for cancellation to admission to trading on WSE                    D+3 Business Days
 Latest date for despatch of cheques/settlement for cash consideration due      Within 14 days of the Effective Date
 under the Scheme
 Long Stop Date                                                                 30 September 2025 ((7))
 ________
 (1)    Participants in the Share Plans will be contacted separately to
 inform them of the effect of the Scheme on the rights under the Share Plans,
 including details of any dates and times relevant to them.

 (2)    The Forms of Proxy must be received no later than 6:30 p.m. (BST) on
 29 April 2025 (or, if a Meeting is adjourned, 48 hours (excluding any part of
 a day that is not a working day) before the time fixed for the adjourned
 Meeting). If a Form of Proxy is not returned by a Serinus Shareholder so as to
 be received by the time mentioned above, it may be handed to the Chair of the
 Meeting before the start of that Meeting and will still be valid.
 (3)    If either the Court Meeting or the General Meeting is adjourned, the
 Scheme Voting Record Time for the relevant adjourned Meeting will be 6:30 p.m.
 (BST) on the day which is two days (excluding any part of a day that is not a
 working day) before the date set for such adjourned Meeting.
 (4)    To commence at 12:45 p.m. (BST) or, if later, as soon thereafter as
 the Court Meeting shall have concluded or adjourned.
 (5)    These times and dates may change as they will depend on, among other
 things, the dates upon which (i) the Conditions are satisfied or (where
 applicable) waived, (ii) the Court sanctions the Scheme, and (iii) the Court
 Order sanctioning the Scheme is delivered to the Registrar of Companies. If
 these dates and times change, Serinus will give notice of the revised dates
 and times, when known, through Serinus' website
 https://serinusenergy.com/xtellus-rule-2-7-offer/
 (https://serinusenergy.com/xtellus-rule-2-7-offer/) and by announcement
 through a Regulatory Information Service, with such announcement being made
 available on Serinus' website at
 https://serinusenergy.com/xtellus-rule-2-7-offer/
 (https://serinusenergy.com/xtellus-rule-2-7-offer/) . Any further updates or
 changes to these times will be notified in the same way. If the time and date
 of the Court Sanction Hearing changes, Serinus will give notice of the revised
 time and date in the same way at least 14 days before the new date for the
 Court Sanction Hearing.
 (6)    The Scheme will become Effective pursuant to its terms upon the
 Court Order being delivered to the Registrar of Companies.
 (7)    The latest date by which the Scheme must be implemented, which may
 be extended by agreement between Serinus and Xtellus with the prior consent of
 the Panel and (if required) the approval of the Court.

 

Dividends

Serinus does not intend to pay a dividend or make any other distribution or
return of capital or value between the Announcement and the Acquisition
becoming Effective. If prior to the Effective Date, any dividend, distribution
or other return of value is announced, declared, made, or paid or becomes
payable in respect of Serinus, Xtellus reserves the right (without prejudice
to any right Xtellus may have, with the consent of the Panel, to invoke the
Condition set out in paragraph 8 of Part B of Part III (Conditions to the
Implementation of the Scheme and to the Acquisition) of the Scheme Document)
to reduce the Acquisition Price by the value implied under the terms of the
Acquisition for the Serinus Shares by an amount up to the amount of any such
dividend, other distribution or return of value, in which case any reference
in this Announcement to the Acquisition Price will be deemed to be a reference
to the Acquisition Price so reduced.

Shareholder helpline

If Serinus Shareholders have any questions about the Meetings or the
completion and return of the Forms of Proxy, please contact Computershare (in
Jersey) between 8.30 a.m. and 5.30 p.m. (BST) on Monday to Friday (except
public holidays in Jersey) on 0370 707 4040 (from within the UK) or +44 370
707 4040 (from outside the UK). Please note that Computershare cannot provide
any financial, legal or tax advice and calls may be recorded and monitored for
security and training purposes. If requested, copies of the Forms of Proxy
will be provided free of charge.

 

Enquiries

 Xtellus                                                                     +1 (646) 527-6400
 Leonid Kouperschmidt, (Executive Director)

 H&P Advisory Ltd (Financial Adviser to Xtellus)                             +44 (0)20 7907 8500
 Neil Passmore, Chief Executive Officer

 Mario Dörflinger, Senior Vice President

 Serinus                                                                      +44 (0)204 541 7859
 Jeffrey Auld, (Chief Executive Officer)

 Calvin Brackman, Vice President, External Relations & Strategy

 Shore Capital (Financial Adviser, Nominated Adviser and Broker to Serinus)  +44 207 408 4090
 Toby Gibbs

 Lucy Bowden

Bird & Bird LLP is acting as legal adviser to Xtellus as to English law.

McCarthy Tétrault  is acting as legal adviser to Serinus as to English law.

Mourant Ozannes (Jersey) LLP is acting as legal adviser to Serinus as to
Jersey law.

T. Studnicki, K. Płeszka, Z. Ćwiąkalski, J. Górski sp.k. Oddział w
Warszawieis acting as legal adviser to Serinus as to Polish law.

IMPORTANT NOTICES:

This Announcement is for information purposes only. It does not constitute an
offer or form part of any offer or an invitation to purchase, subscribe for,
sell or issue any securities or a solicitation of any offer to purchase,
subscribe for, sell or issue any securities pursuant to this Announcement or
otherwise in any jurisdiction in which such offer or solicitation is unlawful.
This Announcement does not comprise a prospectus or a prospectus exempted
document. The Acquisition will be made solely by means of the Scheme Document
and the Forms of Proxy, which will contain the full terms and conditions of
the Acquisition, including details of how the Acquisition may be accepted.

Inside Information

This Announcement contains inside information as stipulated under the Market
Abuse Regulations (EU) No. 596/2014 (as applicable in the United Kingdom by
incorporation into law by virtue of the European Union (Withdrawal) Act 2018
as amended by virtue of the Market Abuse (Amendment) (EU Exit) Regulations
2019). Upon the publication of this Announcement via a Regulatory Information
Service, this inside information is now considered to be in the public domain.

Further information

This Announcement is for information purposes only and is not intended to and
does not constitute, or form any part of any offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of Serinus in any
jurisdiction in contravention of applicable law. The Acquisition will be made
and implemented solely pursuant to the terms of the Scheme Document (or if the
Acquisition is implemented by way of a Takeover Offer, the Offer Document),
which will contain the full terms and conditions of the Acquisition, including
details of how to vote in respect of the Acquisition. Any vote in respect of,
or other response to, the Acquisition should be made only on the basis of the
information contained in the Scheme Document (or if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document).

Serinus and Xtellus will prepare the Scheme Document (or if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document) to be distributed
to Serinus Shareholders. Serinus urges Serinus Shareholders to read the Scheme
Document (or if the Acquisition is implemented by way of a Takeover Offer, the
Offer Document) when it becomes available because it will contain important
information relating to the Acquisition.

This Announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.

The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.

Disclaimers

This Announcement does not constitute any advice or recommendation with
respect to such securities or other financial instruments.

H&P Advisory Limited ("H&P"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting as financial
adviser to Xtellus and for no one else in connection with the Acquisition and
will not regard any other person as its client in relation to the Acquisition
and will not be responsible to anyone other than Xtellus for providing the
protections afforded to clients of H&P, nor for providing advice in
relation to any matter referred to in this Announcement. Neither H&P nor
any of its affiliates 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 H&P in
connection with the matters referred to in this Announcement, any statement
contained herein or otherwise, save that nothing shall limit the liability of
any person for their own fraud.

 

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited
(together or separately as the case may be, "Shore Capital"), which is
authorised and regulated in the United Kingdom by the FCA, is acting as
financial adviser, Rule 3 adviser, nominated adviser and broker to Serinus and
no one else in connection with the Acquisition and will not regard any other
person as its client in relation to the Acquisition and will not be
responsible to anyone other than Serinus for providing the protections
afforded to clients of Shore Capital, nor for providing advice in relation to
any matter referred to in this Announcement. Neither Shore Capital nor any of
its affiliates 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 Shore Capital in
connection with the matters referred to in this Announcement, any statement
contained herein or otherwise.

Overseas Jurisdictions

The release, publication or distribution of this Announcement in, into or from
jurisdictions other than Jersey, the United Kingdom, Canada or the United
States may be restricted by law. Persons who are not resident in Jersey, the
United Kingdom or Canada or who are subject to the laws of other jurisdictions
should inform themselves of, and observe, any applicable requirements. In
particular, the ability of persons who are not resident in Jersey, the United
Kingdom or Canada to vote their Scheme Shares with respect to the Scheme
Resolution at the Court Meeting, or to appoint another person as proxy to vote
at the Court Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. Any failure to comply with
the applicable restrictions may constitute a violation of the securities laws
of any such jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions by any
person. This Announcement has been prepared for the purposes of complying with
Jersey law, Canadian securities laws and the Takeover Code and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws of jurisdictions
outside Jersey, the United Kingdom or Canada. This Announcement is not a
prospectus, or a prospectus exempted document.

Unless otherwise determined by Xtellus or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
or any other jurisdiction where to do so would violate the laws of that
jurisdiction and no person may vote in favour of the Scheme Resolution at the
Court Meeting or the Resolution at the General Meeting by any use, means,
instrumentality or form within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this Announcement will not be and must
not be, mailed or otherwise forwarded, distributed or sent in, into or from
any Restricted Jurisdiction or any jurisdiction where to do so would violate
the laws of that jurisdiction, and persons receiving all documents relating to
the Acquisition (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any Restricted
Jurisdiction or any other jurisdiction if to do so would constitute a
violation of the laws of that jurisdiction.

The Acquisition shall be subject to the applicable requirements of the
Takeover Code and the Panel and applicable Canadian securities laws that apply
to Serinus due to its status as a "reporting issuer" in the provinces of
Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador,
Nova Scotia, Ontario, Prince Edward Island and Saskatchewan.

Further details in relation to overseas shareholders are contained in
paragraph 16 of Part II (Explanatory Statement) of this Announcement.

Additional Information for US Investors

The Acquisition is being made to acquire the securities of a Jersey company by
means of a members' scheme of arrangement provided for under Jersey Companies
Law. Serinus is a "foreign private issuer" as defined under Rule 3b-4 under
the US Exchange Act. A transaction effected by a foreign private issuer by
means of a members' scheme of arrangement is not subject to the shareholder
vote, proxy solicitation or tender offer rules under the US Exchange Act.
Accordingly, the Scheme is subject to the disclosure requirements and
practices applicable in Jersey to schemes of arrangement, which differ from
the disclosure requirements of the US shareholder vote, proxy solicitation and
tender offer rules and the US Securities Act. If, in the future, Xtellus
exercises the right to implement the Acquisition by way of a Takeover Offer
and determines to extend the offer into the United States, the Acquisition
will be made in compliance with applicable laws and regulations of the United
Kingdom, Jersey and the United States, including any applicable exemptions
under the US Exchange Act.

Financial information included in this Announcement has been or will have been
prepared in accordance with IFRS and may not therefore be comparable to
financial information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting principles in
the US. If Xtellus were to elect to implement the Acquisition by means of a
Takeover Offer, such Takeover Offer would be made in compliance with
applicable US laws and regulations, including Section 14(e) of the US Exchange
Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the
United States by Xtellus and no one else.

In the event that the Acquisition is implemented by way of Takeover Offer, in
accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Xtellus or its nominees, or its brokers (acting as agents), may
from time to time make certain purchases of, or arrangements to purchase
Serinus Shares outside of the United States, other than pursuant to the
Acquisition, until the date on which the Acquisition becomes Effective, lapses
or is otherwise withdrawn.  These purchases may occur either in the open
market at prevailing prices or in private transactions at negotiated prices
and would comply with applicable law, including the US Exchange Act. Any
information about such purchases or arrangements to purchase shall be
disclosed as required in the UK, shall be reported to a Regulatory Information
Service and shall be available on the London Stock Exchange website at
www.londonstockexchange.com.

Neither the SEC nor any state securities commission has reviewed, approved or
disapproved this Announcement, the Scheme or any of the proposals described
herein, or passed upon or determined the adequacy or accuracy of the
information contained in this Announcement or disapproved or passed judgment
upon the fairness or the merits of the Acquisition. Any representation to the
contrary is a criminal offence in the United States.

The receipt of cash consideration by a US holder for the transfer of its
Scheme Shares pursuant to the Scheme will likely be a taxable transaction for
United States federal income tax purposes and under applicable United States
state and local, as well as foreign and other, tax laws. In addition, Serinus
Shareholders may be required to provide an applicable IRS Form W 8 or W 9 in
order to prevent any backup withholding tax on the cash consideration. Each
Serinus Shareholder is urged to consult his, her or their independent
professional adviser immediately regarding the tax consequences of the
Acquisition applicable to him, her or it, including under applicable United
States state and local, as well as foreign and other, tax laws.

Serinus is formed under the laws of Jersey. In addition, some or all of its
officers and directors reside outside the US, and some or all of its assets
are or may be located in jurisdictions outside the US. Therefore, investors
may have difficulty effecting service of process within the US upon those
persons or recovering against Serinus or its officers or directors on
judgments of US courts, including judgments based upon the civil liability
provisions of US federal securities laws. Further, it may be difficult to
compel a non US company and its affiliates to subject themselves to a US
court's judgment. It may not be possible to sue Serinus or its officers or
directors in a non US court for violations of US securities laws.

Additional Information for Canadian Investors

No securities commission or similar authority of Canada, or any other
jurisdiction has reviewed or in any way passed upon this Announcement or the
merits of the securities described herein, and any representation to the
contrary is an offence under Canadian securities law.

The Acquisition relates to the shares of a Jersey company and is being made by
means of a members' scheme of arrangement provided for under the Jersey
Companies Law. If Xtellus were to elect to implement the Acquisition by means
of a Takeover Offer, such Takeover Offer would be made in compliance with
applicable Canadian securities laws or pursuant to an exemption therefrom.

The receipt of cash consideration by a Canadian Holder for the transfer of its
Serinus Shares pursuant to the Scheme will generally be a taxable transaction
for Canadian federal income tax purposes and under applicable Canadian, as
well as applicable foreign and other, tax laws. Each Serinus Shareholder is
urged to consult his, her or their independent professional adviser
immediately regarding the tax, and other, consequences of the Acquisition
applicable to him, her or it, including under applicable Canadian local, as
well as foreign and other, tax laws. Please see paragraph 16.2 of Part II
(Explanatory Statement) this Announcement. Canadian Holders should review
paragraph 15 of Part II (Explanatory Statement) entitled "Taxation" and
paragraph 15.2 entitled "Canadian Federal Income Taxation".

Serinus is formed under the laws of Jersey. In addition, some or all of its
officers and directors reside outside Canada, and some or all of its assets
are or may be located in jurisdictions outside Canada. Therefore, investors
may have difficulty effecting service of process within Canada upon those
persons or recovering against Serinus or its officers or directors on
judgments of Canadian courts, including judgments based upon the civil
liability provisions of applicable Canadian securities laws. Further, it may
be difficult to compel a non Canadian company and its affiliates to subject
themselves to a Canadian court's judgment. It may not be possible to sue
Serinus or its officers or directors in a non Canadian court for violations of
applicable Canadian securities laws.

It is expected that Serinus (which is currently a "reporting issuer" in the
provinces of Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland
and Labrador, Nova Scotia, Ontario, Prince Edward Island and Saskatchewan)
will cease to be a reporting issuer under Canadian securities laws shortly
after completion of the Acquisition, subject to fulfilling the applicable
conditions under such laws.

Additional Information for Polish Investors

The Acquisition is being made to acquire the securities of a Jersey company by
means of a members' scheme of arrangement provided for under Jersey Companies
Law. A transaction effected by means of a members' scheme of arrangement
differs from the tender offer rules (including the minimum price calculation)
under the Polish Act on Public Offering, the Scheme is subject to the
disclosure requirements and practices applicable in Jersey to schemes of
arrangement, which differ from the disclosure requirements of the relevant
Polish tender offer rules. If, in the future, Xtellus exercises the right to
implement the Acquisition by way of a Takeover Offer the Acquisition will be
made in compliance with applicable Polish laws and regulations to the extent
they are applicable.

None of the securities referred to in this Announcement have been approved or
disapproved by the PFSC or any other Polish regulatory authority. The PFSC has
not reviewed, approved or disapproved this Announcement, the Scheme or any of
the proposals described herein, or passed upon or determined the adequacy or
accuracy of the information contained in this Announcement or disapproved or
passed judgment upon the fairness or the merits of the Acquisition.

The receipt of cash consideration by a Polish holder for the transfer of its
Scheme Shares pursuant to the Scheme will likely be a taxable transaction for
Polish income or capital gains tax purposes. Each Serinus Shareholder is urged
to consult his, her or their independent professional adviser immediately
regarding the tax consequences of the Acquisition applicable to him, her or
it, including under applicable Polish as well as foreign and other, tax laws.

Serinus is formed under the laws of Jersey. In addition, some or all of its
officers and directors reside outside Poland, and some or all of its assets
are or may be located in jurisdictions outside Poland. Therefore, investors
may have difficulty effecting service of process within Poland upon those
persons or recovering against Serinus or its officers or directors on
judgments of Polish courts, including judgments based upon the civil liability
provisions of Polish laws. Further, it may be difficult to compel a non Polish
company and its affiliates to subject themselves to a Polish court's judgment.
It may not be possible to sue Serinus or its officers or directors in a non
Polish court for violations of Polish securities laws.

Forward-looking Statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Xtellus and Serinus contain statements which are, or
may be deemed to be, "forward-looking statements". Forward-looking statements
are prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of Xtellus and Serinus
about future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.

The forward-looking statements contained in this Announcement include
statements relating to the expected effects of the Acquisition on Xtellus and
Serinus (including their future prospects, developments and strategies), the
expected timing and scope of the Acquisition and other statements other than
historical facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "prepares", "plans",
"expects" or "does not expect", "is expected", "is subject to", "budget",
"projects", "synergy", "strategy", "scheduled", "goal", "estimates",
"forecasts", "cost saving", "intends", "anticipates" or "does not anticipate",
or "believes", or variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should", "would", "might"
or "will" be taken, occur or be achieved. Forward looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Xtellus'
and Serinus', any member of the Xtellus Group or any member of the Serinus
Group's, operations and potential synergies resulting from the Acquisition;
and (iii) the effects of global economic conditions and governmental
regulation on Xtellus' and Serinus', any member of the Xtellus Group or any
member of the Serinus Group's, business.

Although Xtellus and Serinus believe that the expectations reflected in such
forward-looking statements are reasonable, Xtellus and Serinus can give no
assurance that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the
Acquisition; the ability to obtain shareholder approvals and the satisfaction
of other Conditions on the proposed terms and schedule; changes in the global
political, economic, business and competitive environments and in market and
regulatory forces; changes in future exchange and interest rates; changes in
tax rates; future business combinations or disposals; changes in general
economic and business conditions; changes in the behaviour of other market
participants; changes in the anticipated benefits from the proposed
transaction not being realised as a result of changes in general economic and
market conditions in the countries in which Xtellus and Serinus operate; weak,
volatile or illiquid capital and/or credit markets; changes in tax rates,
interest rate and currency value fluctuations, the degree of competition in
the geographic and business areas in which Xtellus and Serinus operate; and
changes in laws or in supervisory expectations or requirements. Other unknown
or unpredictable factors could cause actual results to differ materially from
those expected, estimated or projected in the forward-looking statements. If
any one or more of these risks or uncertainties materialises or if any one or
more of the assumptions proves incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking statements
should therefore be construed in the light of such factors. Neither Xtellus
nor Serinus, nor any of their respective associates or directors, officers or
advisers, provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking
statements in this Announcement will actually occur. You are cautioned not to
place any reliance on these forward-looking statements.

Specifically, statements of estimated cost savings and synergies related to
future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated. As a result, and given the fact that the changes relate to the
future, the resulting cost synergies may be materially greater or less than
those estimated.

The forward-looking statements speak only at the date of this Announcement.
All subsequent oral or written forward-looking statements attributable to any
member of the Xtellus Group or the Serinus Group, or any of their respective
associates, directors, officers, employees or advisers, are expressly
qualified in their entirety by the cautionary statement above.

Other than in accordance with their legal or regulatory obligations, neither
Xtellus nor Serinus is under any obligation, and Xtellus and Serinus expressly
disclaim any intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.

Dealing and Opening Position Disclosure
Requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code
applies must be made by no later than 3.30 p.m. on the 10th business day
following the commencement of the offer period and, if appropriate, by no
later than 3.30 p.m. on the 10th business day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 p.m. on the business day following the date of the relevant
dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement
and the documents required to be published under Rule 26 of the Takeover Code
will be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Serinus' website at
https://serinusenergy.com/ (https://serinusenergy.com/) and Xtellus' website
at https://xtelluscapital.com/ by no later than 12 noon (London time) on the
Business Day following this Announcement. For the avoidance of doubt, neither
the content of these websites nor of any website accessible from hyperlinks
set out in this Announcement is incorporated by reference or forms part of
this Announcement.

No profit forecasts, estimates or quantified benefits statements

No statement in this Announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this Announcement should be interpreted to mean that earnings or earnings per
share for Serinus or Xtellus for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings per
share for Serinus or Xtellus (as the case may be).

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, Serinus Shareholders,
persons with information rights and participants in any share plan of Serinus
may request a hard copy of this Announcement, free of charge, by contacting
Serinus  either in writing  to Fairway Trust Limited, 2nd Floor, The Le
Gallais Building, 54 Bath Street, St.Helier, Jersey, JE1 1FW, Channel Islands
or by email to info@serinusenergy.com. You may also request that all future
documents, announcements and information to be sent to you in relation to the
Acquisition should be in hard copy form. For persons who receive a copy of
this Announcement in electronic form or via a website notification, a hard
copy of this Announcement will not be sent unless so requested. In accordance
with Rule 30.3 of the Takeover Code, such persons may also request that all
future documents, announcements and information to be sent to them in relation
to the Acquisition should be in hard copy form.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other
information provided by Serinus Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Serinus may
be provided to Xtellus during the offer period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of figures that precede them.

General

Xtellus reserves the right to elect, with the consent of the Panel (where
necessary) and subject to the terms of the Cooperation Agreement, to implement
the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In
such an event, the Takeover Offer will be implemented on substantially the
same terms, so far as applicable, as those which would apply to the Scheme
(subject to appropriate amendments).

If the Acquisition is effected by way of a Takeover Offer, and the Takeover
Offer becomes or is declared unconditional in all respects and sufficient
acceptances are received, Xtellus intends to exercise its rights to apply the
provisions of Part 18 of the Jersey Companies Law so as to acquire
compulsorily the remaining Serinus Shares in respect of which the Takeover
Offer has not been accepted.

Investors should be aware that Xtellus may purchase Serinus Shares otherwise
than under any Takeover Offer or the Scheme, including pursuant to privately
negotiated purchases.

The Acquisition will be subject to English law, the jurisdiction of the
English courts, and the applicable requirements of the Jersey Companies Law,
the Takeover Code, the Panel, the London Stock Exchange, the FCA and the AIM
Rules. The Scheme will be governed by Jersey law and will be subject to the
jurisdiction of the Court. The Scheme will also be subject to the applicable
requirements of the Takeover Code and the Panel.

Time

All times shown in this Announcement are London times, unless otherwise
stated.

 

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