REG - Serinus Energy PLC - Result of Court and General Meetings

Serinus EnergyAnnouncement

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RNS Number : 1247H  Serinus Energy PLC  01 May 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.

1 MAY 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)

 

Results of the Court Meeting and the General Meeting

 

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"), full details of which
were sent to the shareholders of Serinus in the circular dated 7 April 2025
(the "Scheme Document"). Capitalised terms in this announcement, unless
otherwise defined herein, have the same meanings as set out in the Scheme
Document.

 

Results of the Court Meeting and the General Meeting

Serinus is pleased to announce that, at the Court Meeting and General Meeting
(together the "Meetings") each held earlier today, the requisite majorities of
Serinus Shareholders present and voting (and entitled to vote) either in
person or by proxy voted to approve the Scheme at the Court Meeting and the
Special Resolution in connection with the implementation of the Scheme at the
General Meeting.

The resolutions were therefore duly passed. Full details of the resolutions
are set out in the notices of the Meetings contained in Parts VIII and IX of
the Scheme Document, respectively.

The total number of Serinus Shares in issue at the Voting Record Time was
151,099,460. Serinus does not hold any Ordinary Shares in treasury. Therefore,
the total voting rights in Serinus exercisable at general meetings of Serinus
at the Voting Record Time were 151,099,460.

Voting Results of the Court Meeting

The Court Meeting sought approval from the holders of the Serinus Shares
(other than the holders of Excluded Shares) for the Scheme. Each Serinus
Shareholder, present in person or by proxy (not being a holder of the Excluded
Shares), was entitled to vote one Serinus Share held at the Voting Record Time
and voting was by way of a poll. There were 44,308,324 Excluded Shares as at
the Voting Record Time, all being Serinus Shares registered in the name of or
beneficially owned directly or indirectly by the Xtellus. Therefore, in total,
106,791,136 Serinus Shares could be voted at the Court Meeting.

Accordingly, the Court Meeting resolution proposed at the Court Meeting was
duly passed.

Details of the votes cast were as follows:

          No. of Serinus Shareholders present and voting in person or by proxy   % of Serinus Shareholders present and voting in person or by proxy   No. of Serinus Shares present and voting in person or by proxy   % of Serinus Shares present and voting in person or by proxy   No. of Serinus Shares present and voting in person or by proxy as a % of all
                                                                                                                                                                                                                                                                                      Serinus Shares eligible to vote
 For      25                                                                     67.57                                                                87,989,904                                                       89.77                                                          82.39
 Against  12                                                                     32.43                                                                10,027,440                                                       10.23                                                          9.39
 Total    29                                                                     100.00                                                               98,017,344                                                       100.00                                                         91.78

·                 Note that the percentages in the table above are
rounded to the nearest two decimal places.

·              Where a Serinus Shareholder has cast some of their
votes "for" and some of their votes "against" the resolution, such Serinus
Shareholder has been counted as having voted both "for" and "against" the
resolution for the purposes of determining the number of Serinus Shareholders
who voted as set out in column 2 above. In this instance, 8 Serinus
Shareholders voted both "for" and "against" and are therefore counted twice
when calculating percentages, however, only 29 Serinus Shareholders voted in
total.

·                 The Excluded Shares comprise any Serinus Shares
registered in the name of, or beneficially owned by, Xtellus or any other
member of the Wider Xtellus Group or their respective nominees.

·              The references to Serinus Shares and Serinus
Shareholders in the table above exclude the Excluded Shares and the Serinus
Shareholders holding Excluded Shares.

Voting Results of the General Meeting

The General Meeting sought approval for the Resolution for the purpose of
giving effect to the Scheme and associated amendments to the articles of
association of the Company. Each Serinus Shareholder, present in person or by
proxy, was entitled to vote one Serinus Share held at the Voting Record Time
and voting was by way of a poll.

Accordingly, the Resolution was duly passed by the requisite majority.

Details of the votes cast were as follows:

Special Resolution

           No. of Serinus Shares voted  % of Serinus Shares voted

 For       90,384,823                   91.74
 Against   8,136,007                    8.26
 Total     98,520,830                   100.00
 Withheld  nil                          nil

 

·                      Note that the percentages in the
tables above are rounded to the nearest two decimal places.

·                      Proxy appointments which gave
discretion to the Chairman have been included in the vote "For" totals.

·                      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 Resolution.

Next steps and timetable

The outcome of today's Meetings means that Conditions 2.1 and 2.2 (as set out
in Part III of the Scheme Document) have been satisfied. The Acquisition
remains subject to the satisfaction or (where applicable) waiver of the
remaining Conditions as set out in Part III of the Scheme Document, including
(amongst other things) the sanction of the Scheme by the Court at the Sanction
Hearing, delivery of a copy of the Court Order to the Registrar of Companies
and Romanian regulatory approval, which was filed on 16 April 2025.

The expected timetable of principal events for the implementation of the
Scheme is as set out below. The dates are indicative only and are subject to
change. The dates will depend, among other things, on the dates upon which:
(i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the
Court sanctions the Scheme; and (iii) a copy of the Court Order is delivered
to the Registrar of 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))
 Court Sanction Hearing                                                     2:30 p.m. (BST) on 15 May 2025((1))
 Scheme Record Time                                                         6 p.m.(BST) on 16 May 2025((1))
 Last day for dealings in, and for the registration of transfer of, and     6 p.m.(BST) on 16 May 2025((1))
 disablement in CREST of, Serinus Shares
 Effective Date of the Scheme                                               19 May 2025((1)(2))
 Suspension of Serinus Shares to trading on AIM                             7:30 a.m. (BST) on 19 May 2025
 Cancellation to admission to trading on AIM                                7:00 a.m. (BST) on 20 May 2025
 Application for cancellation to admission to trading on WSE                20 May 2025
 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 ((3))
 (1)    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.
 (2)    The Scheme will become Effective pursuant to its terms upon the
 Court Order being delivered to the Registrar of Companies.
 (3)    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.

 

 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, and the Scheme Document, does not comprise a prospectus or
a prospectus exempted document.

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, which
contains the full terms and conditions of 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. 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. 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 the Scheme Document.

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.

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.

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.

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) the Scheme Document. 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.

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.

Time

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

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