REG - Serinus Energy PLC - Scheme of Arrangement becomes Effective

Serinus EnergyAnnouncement

Mon 07:05

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250519:nRSS1822Ja&default-theme=true

RNS Number : 1822J  Serinus Energy PLC  19 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.

19 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)

 

Scheme of Arrangement becomes Effective

 

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").

 

On 1 May 2025, the Scheme was approved by the requisite majorities of Serinus
Shareholders at the Court Meeting and the Special Resolutions in connection
with the implementation of the Scheme were passed by the requisite majorities
of Serinus Shareholders at the General Meeting.

On 15 May 2025, the Boards of Serinus and Xtellus announced that the Court had
sanctioned the Scheme on the same day.

The boards of Serinus and Xtellus are pleased to announce that the Scheme has
today become Effective in accordance with its terms, following delivery of the
Court Order to the Registrar of Companies, and therefore the entire issued and
to be issued share capital of Serinus is now owned by Xtellus. As a result,
Serinus is no longer in an "Offer Period" as defined in the Code and
accordingly the dealing disclosure requirements previously notified to
investors no longer apply.

Capitalised terms used and not defined in this announcement have the meanings
given to them in the Scheme Document.

All references in this announcement to times are to times in London, unless
otherwise stated.

Settlement

 

Under the terms of the Scheme, Serinus Shareholders on the register of members
of Serinus at the Scheme Record Time, being 6.00 p.m. on 16 May 2025, are
entitled to receive 3.4 pence in cash for every Serinus Share held. Cheques
will be despatched to Serinus Shareholders holding Serinus Shares in
certificated form and the CREST accounts of Serinus Shareholders holding
Serinus Shares in uncertificated form will be credited within 14 days of
today's date.

Board changes

Serinus further announces that Łukasz Rędziniak, Chairman and Independent
Director, James Causgrove, Senior Independent Non-Executive Director and
Natalie Fortescue, Independent Non-Executive Director, have tendered their
resignations as directors of the Company effective from the date of
cancellation of admission to trading on AIM of the Serinus Shares.

Suspension and cancellation of trading

Trading on AIM in Serinus Shares was suspended with effect from 7.30 a.m.
today. Following the application by Serinus to the London Stock Exchange,
cancellation of admission to trading on AIM of Serinus Shares is expected to
become effective at 7.00 a.m. on 20 May 2025.

As per the timetable in the Scheme Document, application will be made to the
Warsaw Stock Exchange for cancellation to admission to trading of Serinus'
Shares on 20 May 2025.

 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: 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.

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://url.avanan.click/v2/r02/___https:/serinusenergy.com/___.YXAxZTpzaG9yZWNhcDphOm86ZjkxMDFmZDZjNWI2ZmZiOWYzYTQ2YmExNzc1N2RiYmE6Nzo1NWJjOmUwODU3NGI3NGQyYTE5Nzc3ODdiMWRkYjliN2ExYWU2ZmIwZTEwOTJhZjYwYzE4MjMyYjNjYWRjMzRiYzNmYjQ6cDpGOk4)
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.

 

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

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