REG - Xtellus Capital Ptrs Serinus Energy PLC - Recommended Cash Offer for Serinus Energy
24/03/2025 12:30
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RNS Number : 9068B Xtellus Capital Partners Inc. 24 March 2025
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INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) NO 596/2014 (AS IT FORMS PART OF UK DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018). UPON PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE
PUBLIC DOMAIN
FOR IMMEDIATE RELEASE
24 MARCH 2025
RECOMMENDED CASH ACQUISITION
of
Serinus Energy plc ("Serinus")
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)
Summary
· The boards of Xtellus and Serinus are pleased to
announce that they have reached agreement on the terms of a recommended cash
acquisition of the entire issued and to be issued ordinary share capital of
Serinus to be made by Xtellus (the "Acquisition"). It is intended that the
Acquisition will be implemented by means of a Court-sanctioned scheme of
arrangement under Article 125 of the Companies (Jersey) Law 1991 (as amended)
(the "Scheme" or "Scheme of Arrangement").
· Under the terms of the Acquisition, Serinus
Shareholders shall be entitled to receive:
3.40 pence in cash for each Serinus Share held (the "Acquisition Price")
· The Acquisition values the entire issued and to
be issued ordinary share capital of Serinus at approximately £5.1 million on
a fully diluted basis.
· The Acquisition Price represents a premium of
approximately:
· 30.8% to the Closing Price per Serinus Share of 2.6 pence on 21
March 2025 (being the last Business Day prior to the publication of this
Announcement);
· 41.7% to the closing price per Swift Share of 2.4 pence on 7
February 2025 (being the last Business Day before the Acquisition proposal was
made to Serinus);
· 33.3% to the volume-weighted average price per Serinus Share of
2.5 pence for the 30-day period ended 21 March 2025 (being the last Business
Day prior to the publication of this Announcement); and
· If, on or after the date of this Announcement and
on or prior to the Effective Date, any dividend, distribution, or other return
of capital or value is declared, made, or paid or becomes payable in respect
of the Serinus Shares, Xtellus reserves the right to reduce the Acquisition
Price by an amount up to the amount of such dividend, distribution or other
return of capital or value, in which case any references to the Acquisition
Price will be deemed to be a reference to the Acquisition Price as so reduced.
In such circumstances, eligible Serinus Shareholders shall be entitled to
retain any such dividend, distribution, or other return of capital or value
declared, made, or paid.
Background to and reasons for the Acquisition
· Xtellus observes the withdrawal of capital from
UK-listed small cap oil & gas stocks and the comparatively low sector
valuation and views this as an opportune time to acquire oil & gas assets
and provide them with the necessary private capital for growth.
· Serinus, whilst delivering well on its goals, has
failed to gain reward or recognition of that from the market and continues to
trade at a depressed share price. Meanwhile, maintaining Serinus' listing on
AIM and the WSE imposes significant extra cost for a company of its size,
having a market capitalisation of approximately £3.8 million as at the Latest
Practicable Date, whilst providing little incremental benefit with regard to
capital access. This has led Xtellus to believe that Serinus would be better
placed as a private business with access to capital that will be provided
through Xtellus to pursue opportunities beyond Serinus' current reach.
· The Acquisition, if it becomes Effective, would
provide Serinus Shareholders with an immediate realisation of value in cash
for their Serinus Shares at a premium to the Closing Price as at the Latest
Practicable Date, and an opportunity to realise value despite the limited
liquidity of Serinus Shares.
· The full cash consideration payable under the
terms of the Acquisition, together with certain fees and expenses in
connection with the Acquisition, will be funded through cash on Xtellus'
balance sheet.
Irrevocable Undertakings
· Xtellus has received irrevocable undertakings
from:
o the Serinus Directors, holding in aggregate, 6,784,954 Serinus Shares
representing approximately 4.59% of the existing issued ordinary share capital
of Serinus as at 21 March 2025 (being the last Business Day prior to
publication of this Announcement); and
o certain other Serinus Shareholders holding, in aggregate, 14,493,642
Serinus Shares representing approximately 9.81% of the existing issued
ordinary share capital of Serinus as at 21 March 2025 (being the last Business
Day prior to publication of this Announcement),
to vote, or procure that their nominees vote, in favour of the Scheme at the
Court Meeting and the resolutions to be proposed at the General Meeting.
· Therefore, Xtellus has received irrevocable
undertakings in respect of, in aggregate, to 21,278,596 Serinus Shares
representing approximately 14.4% of the existing issued ordinary share capital
of Serinus as at 21 March 2025 (being the last Business Day prior to
publication of this Announcement).
· Further details of these irrevocable undertakings
and letters of intent are set out in Appendix 3 to this Announcement.
Unanimous Recommendation
· 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 advice to
the Serinus Directors, Shore Capital has taken into account the commercial
assessments of the Serinus Directors.
· Accordingly, the Serinus Directors intend to
recommend unanimously that Serinus Shareholders vote in favour of the Scheme
at the Court Meeting and that the Serinus Shareholders vote in favour of the
Resolutions to be proposed at the General Meeting, as the Serinus Directors
have irrevocably undertaken to do in respect of their own beneficial holdings
of 6,784,954 Serinus Shares representing, in aggregate, approximately 4.59% of
the issued ordinary share capital of Serinus in issue on 21 March 2025 (being
the last Business Day prior to this Announcement).
Timetable and Conditions
· It is intended that the Acquisition will be
implemented by way of a Court-sanctioned Scheme of Arrangement under Article
125 of the Jersey Companies Law, and that the Scheme be put to Serinus
Shareholders for approval at the Court Meeting and to the Serinus Shareholders
at the General Meeting, although Xtellus reserves the right to elect (with the
consent of the Panel, and subject to the terms of the Cooperation Agreement)
to implement the Acquisition by way of a Takeover Offer. In order to become
Effective, a resolution to approve the Scheme must be passed by a majority in
number of the Serinus Shareholders (or relevant classes thereof, if
applicable) present and voting at the Court Meeting, and any separate class
meeting(s) which may be required by the Court (or any adjournment of such
meetings) either in person or by proxy, representing not less than 3/4ths of
the voting rights of the Serinus Shares held by such Serinus Shareholders (or
relevant classes thereof). In addition, Resolutions to deal with certain
ancillary matters in connection with the Scheme must be passed at the General
Meeting to be held immediately after the Court Meeting. Excluded Shares
(including 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) may not be voted at the Court Meeting.
· The Acquisition will be conditional on, amongst
other things, the approval of Serinus Shareholders and the satisfaction or
(where applicable) waiver of the Conditions and further terms set out in
Appendix 1 to this Announcement (which shall be set out in the Scheme
Document).
· In addition, the Acquisition is conditional upon:
o the approval by the National Agency for Mineral Resources in Romania (or
other applicable Romanian government entity) of the maintenance of the
validity of Serinus' Petroleum Concession Agreement for the purposes of
Article 34(5) of the Romanian Petroleum law no. 238/2004, or written
confirmation from such body that the Acquisition should not be referred for
review under such law; and
o the authorisation by the Romanian Competition Council of the foreign
direct investment in Romania entailed by the Acquisition (whether
unconditionally or with such conditions as are acceptable to Xtellus and
Serinus (acting reasonably and in good faith), thereby satisfying the
requirements of the Romanian Governmental Emergency Ordinance no. 46/202, or
confirmation by such body that the Acquisition should not be referred for
review under such ordinance.
· It is expected that the Scheme Document,
containing further information about the Acquisition (including an expected
timetable of key events) and notices of the Court Meeting and the General
Meeting, together with the Forms of Proxy, shall be published as soon as
practicable and, in any event, within 28 days of this Announcement or such
later date as Xtellus, Serinus and the Panel agree, and that the Court Meeting
and the General Meeting will be held as soon as practicable thereafter. It is
expected that the Scheme will become Effective in the second quarter of 2025
The Scheme Document and Forms of Proxy will be made available to Serinus
Shareholders at no charge to them.
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement and the Appendices. The Acquisition will be subject
to the Conditions and further terms set out in Appendix 1 and to the full
terms and conditions which will be set out in the Scheme Document. The bases
and sources for certain financial information contained in this Announcement
are set out in Appendix 2. Details of the irrevocable undertakings received by
Xtellus are set out in Appendix 3. Certain definitions and terms used in this
Announcement are set out in Appendix 4.
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 Corporate Broker to +44 (0) 207 408 4090
Serinus)
Toby Gibbs, Corporate Advisory, Director
Lucy Bowden, Corporate Advisory, Manager
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
Warszawie is acting as legal adviser to Serinus as to Polish law.
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 is intended to 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 Rule 3
adviser, nominated adviser and corporate broker to Serinus 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 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,
save that nothing is intended to limit the liability of any person for their
own fraud.
Overseas jurisdictions
The release, publication or distribution of this Announcement in or into
jurisdictions other than the United Kingdom or Jersey may be restricted by law
and therefore any persons who are subject to the law of any jurisdiction other
than the United Kingdom or Jersey should inform themselves about, and observe,
any applicable requirements. Any failure to comply with such requirements 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 in
accordance with and for the purpose of complying with English law, Jersey law,
the Takeover Code, the AIM Rules, the Market Abuse Regulation and the
Disclosure Guidance and Transparency Rules, and information disclosed may not
be the same as that which would have been prepared in accordance with the laws
of jurisdictions outside the United Kingdom and Jersey.
The availability of the Acquisition to Serinus Shareholders who are not
resident in and citizens of the United Kingdom or Jersey may be affected by
the laws of the relevant jurisdictions in which they are located or of which
they are citizens. Persons who are not resident in the United Kingdom or
Jersey should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Any person (including, without
limitation, nominees, trustees and custodians) who would, or otherwise intends
to, forward this Announcement, the Scheme Document or any accompanying
document to any jurisdiction outside the United Kingdom or Jersey should
refrain from doing so and seek appropriate professional advice before taking
any action. In particular, the ability of persons who are not resident in the
United Kingdom or Jersey to vote their Serinus Shares with respect to the
Scheme 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. Further
details in relation to Overseas Shareholders will be contained in the Scheme
Document (or, if the Acquisition is implemented by way of a Takeover Offer,
the Offer 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, from, or by the use of mails or
any means or instrumentality (including, but not limited to, facsimile,
e‑mail or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or other
securities exchange of, any Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction and no person may vote in favour of the
Scheme by any such use, means, instrumentality or from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute a
violation of the laws of that jurisdiction. Copies of this Announcement and
any formal documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded, distributed or
sent in or into or from any Restricted Jurisdiction and persons receiving such
documents (including, without limitation, agents, custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send such
documents in or into or from any Restricted Jurisdiction. Doing so may render
invalid any related purported vote in respect of the Acquisition. If the
Acquisition is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover Offer may not be
made directly or indirectly, in, into, from, or by the use of mails or any
means or instrumentality (including, but not limited to, facsimile, e‑mail
or other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or of any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction and the Takeover Offer may not be
capable of acceptance by any such use, means, instrumentality or facilities.
Further details in relation to Overseas Shareholders will be included in the
Scheme Document (or, if the Acquisition is implemented by way of a Takeover
Offer, the Offer Document).
Notice to US Serinus Shareholders
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. Xtellus 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, Xeno
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 Xeno 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, Xeno 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 Internal Revenue Service
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.
Notice to Polish Serinus Shareholders
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 is
not subject to the tender offer rules 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 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.
None of the securities referred to herein have been approved or disapproved by
the PFSC or any other Polish regulatory authority. The PFSC has not reviewed,
approved or disapproved 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/or 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 requisite 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/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.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Serinus confirms that, as
at 21 March 2025, it had in issue 147,794,571 ordinary shares of no par value
admitted to trading on AIM. The ISIN for the ordinary shares is JE00BNNMKT29.
24 MARCH 2025
RECOMMENDED CASH ACQUISITION
of
Serinus Energy plc ("Serinus")
by
Xtellus Capital Partners, Inc. ("Xtellus")
to be effected by means of a Scheme of Arrangement
under Article 126 of the Companies (Jersey) Law 1991 (as amended)
1. Introduction
The boards of Xtellus and Serinus are pleased to announce that they have
reached agreement on the terms of a recommended cash acquisition of the entire
issued and to be issued ordinary share capital of Serinus to be made by
Xtellus (the "Acquisition"). It is intended that the Acquisition will be
implemented by means of a Court-sanctioned scheme of arrangement under Article
125 of the Companies (Jersey) Law 1991 (as amended) (the "Scheme" or "Scheme
of Arrangement").
2. The Acquisition
Under the terms of the Acquisition, which shall be subject to the Conditions
and further terms set out in Appendix 1 to this Announcement and to be set out
in the Scheme Document, Serinus Shareholders shall be entitled to receive:
3.40 pence in cash for each Serinus Share held (the "Acquisition Price").
The Acquisition values the entire issued and to be issued ordinary share
capital of Serinus at approximately GBP 5.1 million on a fully diluted basis.
The Acquisition Price represents a premium of approximately:
· 30.8% to the Closing Price per Serinus Share of 2.6 pence on 21
March 2025 (being the last Business Day prior to the publication of this
Announcement);
· 41.7% to the closing price per Serinus Share of 2.4 pence on 7
February 2025 (being the last Business Day before the Acquisition proposal was
made to Serinus); and
· 33.3% to the volume-weighted average price per Serinus Share of
2.5 pence for the 30-day period ended 21 March 2025 (being the last Business
Day prior to the publication of this Announcement).
If, on or after the date of this Announcement and on or prior to the Effective
Date, any dividend, distribution, or other return of capital or value is
declared, made, or paid or becomes payable in respect of the Serinus Shares,
Xtellus reserves the right to reduce the Acquisition Price by an amount up to
the amount of such dividend, distribution or other return of capital or value,
in which case any references to the Acquisition Price will be deemed to be a
reference to the Acquisition Price as so reduced. In such circumstances,
eligible Serinus Shareholders shall be entitled to retain any such dividend,
distribution, or other return of capital or value declared, made, or paid.
The Acquisition is conditional on the approval of Serinus Shareholders and the
satisfaction or (where applicable) waiver of the Conditions and further terms
set out in Appendix 1 to this Announcement (which shall be set out in the
Scheme Document).
It is expected that the Scheme Document, containing further information about
the Acquisition (including an expected timetable of key events) and notices of
the Court Meeting and the General Meeting, together with the Forms of Proxy,
will be published as soon as reasonably practicable and in any event within 28
days of this Announcement or such later date as Xtellus, Serinus and the Panel
agree, and that the Court Meeting and the General Meeting will be held as soon
as practicable thereafter. It is expected that the Scheme will become
Effective in the second quarter of 2025. The Scheme Document and Forms of
Proxy will be made available to Serinus Shareholders at no charge to them.
In addition, the Acquisition is conditional upon:
o the approval by the National Agency for Mineral Resources in Romania (or
other applicable Romanian government entity) of the maintenance of the
validity of Serinus' Petroleum Concession Agreement for the purposes of
Article 34(5) of the Romanian Petroleum law no. 238/2004, or written
confirmation from such body that the Acquisition should not be referred for
review under such law; and
o the authorisation by the Romanian Competition Council of the foreign
direct investment in Romania entailed by the Acquisition (whether
unconditionally or with such conditions as are acceptable to Xtellus and
Serinus (acting reasonably and in good faith), thereby satisfying the
requirements of the Romanian Governmental Emergency Ordinance no. 46/202, or
confirmation by such body that the Acquisition should not be referred for
review under such ordinance.
3. Background to and reasons for the Acquisition
Xtellus observes the withdrawal of capital from UK-listed small cap oil &
gas stocks and the comparatively low sector valuation and views this as an
opportune time to acquire oil & gas assets and provide them with the
necessary private capital for growth.
Serinus, whilst delivering well on its goals, has failed to gain reward or
recognition of that from the market and continues to trade at a depressed
share price. Meanwhile, maintaining Serinus' listing on AIM and the WSE
imposes significant extra cost for a company of its size, having a market
capitalisation of approximately £3.8 million as at the Latest Practicable
Date, whilst providing little incremental benefit with regard to capital
access. This has led Xtellus to believe that Serinus would be better placed as
a private business with access to capital that will be provided through
Xtellus to pursue opportunities beyond Serinus' current reach.
The Acquisition, if it becomes Effective, would provide Serinus Shareholders
with an immediate realisation of value in cash for their Serinus Shares at a
premium to the Closing Price as at the Latest Practicable Date, and an
opportunity to realise value despite the limited liquidity of Serinus Shares.
4. Recommendation
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
Resolutions 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 6,784,954 Serinus Shares, representing approximately 4.59
per cent. of the existing issued share capital of Serinus on 21 March 2025
(excluding Treasury Shares) (being the last Business Day prior to the date of
this Announcement).
5. Background to and reasons for the recommendation
Serinus operates and produces within Romania and Tunisia and holds three
concessions in total; one in Romania (Satu Mare) and two within Tunisia
(Sabria and Chouech Es Saida). Each concession is producing and both
jurisdictions hold multiple highly prospective exploration opportunities.
The Moftinu Gas Project, which has been in production since 2019 and is
located in Satu Mare, has produced approximately 9.5 Bcf and $94.5 million of
revenue at the end of 2024. Additionally, the concession has been covered by
legacy 2D seismic and augmented by Serinus' own 3D and 2D acquisition
programmes which has further refined the prospect opportunities. In 2023,
following a programme of reinterpretation of the 2D seismic, Serinus collated
this analysis for a block-wide review and identified a clear pathway towards
future exploration growth.
The Sabria field in Tunisia, and the largest asset in Serinus' Tunisian
portfolio, with only 8 wells having been drilled on the concession area and
less that 2% of the 445mmboe in place having been produced the field is
considered to be underdeveloped. Serinus is currently implementing a workover
programme to install pumps at its Sabria W-1 site. The Sabria field has
produced since the mid-1980s under its natural reservoir pressures. No
enhanced production techniques have been applied. Serinus has commissioned
third-party independent experts to analysis a programme of artificial lift
whereby pumps would be installed in existing wells to enhance the
production. The plans are anticipated to significantly increase production
in the near-term.
The Chouech Es Saida ("Chouech") concession, a mature oilfield located in
southern Tunisia, holds four producing wells, three of which are produced
using artificial lift. Chouech has gas exploration opportunities underlying
the oilfield and upon successful exploration Serinus believes these can be
developed in the medium term.
An ongoing dispute with the Romanian tax authorities relating to the refund of
VAT of a defaulted joint venture party was resolved in February 2024.
Payment is pending from the Romanian authorities. The funds from the
outstanding VAT litigation as well as funds raised in late 2024 have
strengthened Serinus' balance sheet. Serinus is ready to progress and
accelerate its artificial lift programmes as well as further explore its
prospect opportunities.
On 4 February 2025, Xtellus made a conditional non-binding offer to acquire
the issued and to be issued share capital of Serinus. Discussions since that
date have led to Xtellus and Serinus agreeing a price of 3.4 pence per share,
an increase to the original offer value.
In considering the financial terms of the Acquisition and determining whether
they reflect an appropriate valuation of Serinus and its future prospects, the
Serinus Directors took into account a range of factors including that:
· the Acquisition provides an opportunity for Serinus Shareholders
to crystalise, in cash, the value of their investment in Serinus at a
significant premium to the undisturbed market valuation. The premium offered
pays due regard to the strengths of Serinus and its prospects but also
recognises significant future requirement for capital to realise those
prospects;
· the terms of the Acquisition represent an attractive premium of
approximately:
· 30.8 per cent. to the closing price on 21 March 2025 (being the
latest practicable date prior to the date of this announcement);
· 41.7 per cent. to the closing price per Serinus Share of 2.4
pence on 7 February 2025 (being the last Business day before the Acquisition
proposal was made to Serinus);
· 33.3 per cent. to the volume weighted average price for the
30-day period to 21 March 2025 (being the latest practicable date prior to the
date of this announcement); and
· The Serinus Board recognises that the market for Serinus Shares
is illiquid. This illiquidity has resulted in the failure of the share price
to reflect news, good or bad, in the value of the business. This
underperformance of the share price over the past few years combined with a
lack of proper liquidity has made it challenging for Serinus Shareholders to
monetise their holdings should they so wish. The Acquisition provides Serinus
Shareholders the opportunity for an immediate, certain and attractive
realisation of cash.
In considering the intention to recommend the Acquisition to Serinus
Shareholders, the Serinus Directors have given due consideration to the
intentions of Xtellus for the Swift's management and employees.
The Serinus Directors acknowledge that Xtellus is intending to formulate a
more detailed long-term strategic and operational plan following the
successful completion of the Acquisition and welcomes Xtellus' increased focus
on inorganic growth opportunities.
The Serinus Directors note that Xtellus intends to seek operating cost
benefits primarily derived to those relating to being a publicly quoted
company, and that this may lead to headcount reductions. The Serinus Directors
also note that the outcome of Xtellus' strategic review could result in the
winding up of Serinus' Romanian operations, which could lead to the closure of
Serinus' Romanian office, and other physical in country presence, and this may
lead to headcount reductions. The Serinus Directors welcome Xtellus' intention
to safeguard the existing statutory and contractual employments rights of
Serinus employees and management following completion of the Acquisition, and
the continuation of Serinus as an autonomous, standalone business.
Given that detailed integration and strategic plans will still need to be
finalised following the successful completion of the Acquisition, the Serinus
Directors are unable to express a more detailed opinion on the impact of the
Acquisition on Serinus' management, employees and office locations.
The Serinus Directors further note Xtellus' confirmation that it does not
intend to create any research and development functions and also notes that
Xtellus has no firm plans to redeploy the fixed assets or move the
headquarters of Serinus.
Overall, the board of directors of Serinus believes that the Acquisition
represents an attractive premium and accelerates, without further capital
investment, time or operational risk, the delivery to shareholders of Serinus'
future value potential.
6. Irrevocable undertakings
Xtellus has received irrevocable undertakings from the Serinus Directors,
holding in aggregate, 6,784,954 Serinus Shares representing approximately
4.59% of the existing issued ordinary share capital of Serinus as at 21 March
2025 (being the last Business Day prior to publication of this Announcement)
to vote, or procure that their nominees vote, in favour of the Scheme at the
Court Meeting and the resolutions to be proposed at the General Meeting.
Xtellus has also received irrevocable undertakings from certain other Serinus
Shareholders holding, in aggregate, 14,493,642 Serinus Shares representing
approximately 9.81% of the existing issued ordinary share capital of Serinus
as at 21 March 2025 (being the last Business Day prior to publication of this
Announcement) to vote, or procure that their nominees vote, in favour of the
Scheme at the Court Meeting and the resolutions to be proposed at the General
Meeting.
Therefore, Xtellus has received irrevocable undertakings in respect of, in
aggregate, 21,278,596 Serinus Shares representing approximately 14.4% of the
existing issued ordinary share capital of Serinus as at 21 March 2025 (being
the last Business Day prior to publication of this Announcement).
Further details of these irrevocable undertakings and letters of intent are
set out in Appendix 3 to this Announcement.
7. Information on Xtellus
Xtellus Capital Partners, Inc. is a specialist US-based investment firm and a
subsidiary of Xtellus Partners, Inc., a global financial advisory and
investment group committed to solving complex financial challenges and
unlocking growth potential in under-invested markets.
Through a combination of strategic investment and deep industry expertise,
Xtellus provides tailored solutions across a range of financial services,
including global markets, capital markets and advisory, securities trading and
brokerage services, venture, asset management, and commodities trading and
hedging.
With a strong foundation in growth-oriented, private and public markets,
Xtellus partners with businesses to unlock long-term value and optimize
outcomes in an evolving market landscape. The integrated approach of Xtellus
Partners, Inc. combines smart, consultative financial guidance with direct
investment capabilities, allowing the firm to serve as both a trusted advisor
and strategic investor. The firm operates globally, with headquarters in New
York and offices in Miami, Switzerland, Colombia, and Cyprus, acting with a
broad international reach and deep local market knowledge.
8. Information on Serinus
Serinus is an international oil company with operations in Romania and
Tunisia. It holds three concessions in total; one in Romania (Satu Mare) and
two within Tunisia (Sabria and Chouech Es Saida). Each concession is producing
and both jurisdictions hold multiple highly prospective exploration
opportunities.
The Satu Mare Concession area includes the Moftinu Gas Project which was
brought on production in April 2019. In addition to the Moftinu Gas
Development Project the Satu Mare Concession (the "Moftinu Gas Project") holds
several highly prospective exploration plays. The concession is extensively
covered by legacy 2D seismic, augmented by the group's own 3D and 2D
acquisition programs that have further refined the identified prospects.
The largest asset in Serinus' Tunisian portfolio is the Sabria field. Serinus considers this historically under-developed field to be an excellent asset for development work to significantly increase production in the near-term. Serinus has embarked on an artificial lift programme whereby the first pumps in the Sabria field will be installed. The Chouech concession in southern Tunisia holds a producing oilfield that produces from four wells, three of which are produced using artificial lift. Chouech is a mature oilfield that benefits from active production management. Underlying this oilfield are significant gas prospects. These prospects lie in a structure that currently produces gas in an adjacent block. Exploration of these lower gas zones became commercially possible with the recent construction of gas transportation infrastructure in the region. Upon exploration success these prospects can be developed in the medium term, with the ability to access the near-by under-utilised gas transmission capacity.
9. Xtellus' strategic plans and intentions for Serinus
Xtellus holds in very high regard the reputation of Serinus' management and
employees. Xtellus recognises the successful efforts of Serinus' management
and employees in stewarding the company's key assets in Tunisia and Romania,
but Xtellus believes that a company of Serinus' size, with a market
capitalisation of approximately £3.8 million (at the Latest Practicable Date)
is better placed as a private company than listed on a stock exchange.
Upon completion of the Acquisition, Serinus will benefit from having greater
capital support from Xtellus, and Xtellus intends to review Serinus' current
operations and formulate more detailed long-term strategic and operational
plans for Serinus. The parameters have not yet been finalised, but Xtellus
expects that there will be an increased focussed on high return inorganic
growth opportunities and could include geographic expansion in the regions of
North America, South America and North Africa.
Based on Xtellus' current understanding of Serinus' operations, Xtellus
envisions the operations in Tunisia to remain in its current form. Serinus'
Romanian operations are understood to be close to the end of asset life and
expected to be wound up in the near-term if there is no additional capital
investment. Xtellus envisions to only to invest additional capital into
Serinus' Romanian operations if it meets its return requirements and if there
are no competing higher return growth opportunities to pursue.
Directors, management and employees
Xtellus attaches great importance to the skills, knowledge, and expertise of
Serinus' management and employees and, subject as set out below, expects that
the existing management and employees of Serinus will contribute and be key to
its future long-term success.
Following completion of the Acquisition, certain functions related to Serinus'
status as a publicly quoted company listed on AIM and the WSE may no longer be
required or will be reduced in size to reflect Serinus ceasing to be a
publicly quoted company. Xtellus has not yet fully developed proposals as to
how such potential changes will be implemented but it intends, where possible,
to reassign individuals who may be affected by those changes to other
appropriate roles within Serinus following completion of the Acquisition and
will work with Serinus' management to achieve this.
It is expected that the non-executive directors of Serinus will resign as
directors of Serinus with effect from completion of the Acquisition.
As Serinus' operations expand under Xtellus' ownership, additional business
support functions for Serinus may be required, but this is subject to the
strategic review discussed above.
Other than the changes to the Serinus board and to the publicly quoted company
related functions described above, and subject to the strategic review
discussed above, Xtellus does not intend to make any material reduction to the
headcount, or any material change to the conditions of employment or to the
balance of skills or functions, of Serinus' employees or management. If the
outcome of the strategic review results in winding up Serinus' Romanian
operations, this could impact up to 15 employees of Serinus, which represents
16.25 per cent. of Serinus' total workforce.
Any headcount reductions would be carried out in accordance with applicable
law (including, in jurisdictions where relevant, informing and consulting
obligations).
Management incentivisation and retention arrangements
Following the Scheme becoming Effective, Xtellus intends to review Serinus'
management and employee incentive structures. Xtellus has not entered into and
has not had discussions on proposals to enter into any form of incentivisation
arrangements with members of Serinus' management or employees but intends to
have discussions with respect to such arrangements following the Effective
Date.
Locations, headquarters, fixed assets and research and development
Following the Scheme becoming effective, Xtellus intends for Serinus to
continue to operate as an autonomous, standalone business, led by its own
management team. Xtellus intends to make changes to certain head office
functions due to the reduction of publicly quoted company related functions.
Xtellus intends that Serinus will maintain its current headquarter offices in
London, United Kingdom. Changes to the locations of Serinus' places of
business and the redeployment of Serinus' fixed asset base are subject to the
strategic review discussed above. If the outcome of the strategic review
results in winding up Serinus' Romanian operations, this could lead to the
retirement of Serinus' Romanian concession, Serinus' Romanian office, and
other physical in country presence.
Serinus does not have a research and development function, and Xtellus has no
plans in this regard.
Pension schemes
Xtellus confirms that, following the Scheme becoming Effective, the existing
contractual and statutory rights of all Serinus management and employees will
be honoured and will be fully safeguarded in accordance with applicable law.
Serinus and certain of its subsidiaries make contributions to defined
contribution pension schemes on behalf of a number of qualifying employees and
Xtellus intends that these arrangements would remain in place. Xtellus does
not intend to make any material changes to the current employer pension
contribution arrangements.
Trading Facilities
The Serinus Shares are currently admitted to trading on AIM and on the WSE
and, as set out in paragraph 15 below, it is intended that an application will
be made to the London Stock Exchange for the cancellation of admission to
trading of the Serinus Shares on AIM, and to the PFSA for the cancellation of
admission to trading of the Serinus Shares on WSE, in each case to become
effective as soon as practicable after the Effective Date.
It is intended for the last day of dealings in Serinus Shares on AIM and on
the WSE to be the last Business Day prior to the Effective Date and no
transfers will be registered after 6.00 p.m. (London time) on that date.
It is also intended that, following the Effective Date and cancellation,
Serinus will be re-registered as a private company under the Jersey Companies
Law.
On the Effective Date, all of the Serinus Shares will become owned by Xtellus
and any share certificates in respect of those Serinus Shares will cease to be
valid and of value and should be destroyed. In addition, entitlements to
Serinus Shares held within the CREST system and the Polish National Deposit of
Securities will be cancelled.
No statements in this paragraph 9 constitute "post-offer undertakings" for the
purposes of Rule 19.5 of the Takeover Code.
10. Serinus Share Plans
Any participant in the Share Plans will be contacted regarding the effect of
the Acquisition on their rights under the Share Plans and, where required,
appropriate proposals shall be made to such participants pursuant to Rule 15
of the Takeover Code in due course.
Further details of the terms of such proposals shall be included in the Scheme
Document (or, if Xtellus has elected (with the consent of the Panel and
subject to the terms of the Cooperation Agreement) to exercise its right to
implement the Acquisition by way of a Takeover Offer, the Offer Document) and
in separate letters to be sent to participants in the Share Plans.
11. Arrangements between Xtellus and Serinus Management
Xtellus intends to retain Serinus' Chief Executive Officer, Jeffrey Auld,
Chief Operating Officer, Stuart Morrison, Chief Financial Officer, Vladislav
Ryabov, Vice President of External Relations & Strategy, Calvin Brackman,
President of Serinus Energy Romania S.A, Alexandra Damascan, President of
Serinus Energy Tunisia B.V., Haithem Ben Hassen and Head of Corporate
Administration, Rhonda Yaniw.
12. Financing
The consideration necessary to satisfy the Acquisition in full will be funded
from Xtellus' existing cash resources.
H&P Advisory Ltd, financial adviser to Xtellus, confirms that it is
satisfied that sufficient resources are available to Xtellus to satisfy in
full the cash consideration payable to Serinus Shareholders under the terms of
the Acquisition.
Further information on the financing of the Acquisition will be set out in the
Scheme Document.
13. Offer-related Arrangements
Cooperation Agreement
Pursuant to the Cooperation Agreement dated on the date of this Announcement,
Xtellus has agreed to provide Serinus with such information, assistance and
access as may reasonably be required for the preparation of the Scheme
Document and certain confirmations in relation to the Scheme. The Cooperation
Agreement records Xtellus and Serinus' intention to implement the Acquisition
by way of the Scheme, subject to the ability of Xtellus to implement the
Acquisition by way of a Takeover Offer in the circumstances described in the
Cooperation Agreement. Xtellus and Serinus have also agreed to certain
customary provisions if Xtellus elects to implement the Acquisition by means
of a Takeover Offer and have agreed certain arrangements in respect of the
Share Plans, as well as directors' and officers' insurance. In addition,
Serinus has agreed to use reasonable efforts to satisfy, or procure the
satisfaction of, the Conditions (including those relating to receipt of
regulatory and foreign direct investment clearances in Romania) as soon as is
reasonably practicable and in any event, so as to enable the Effective Date to
occur by the Long Stop Date.
The Cooperation Agreement will terminate in certain circumstances, including
(but not limited to) (i) upon written notice served by Xtellus where: (a) the
Serinus Directors recommend a competing proposal or a competing proposal
becomes effective or is declared unconditional; and/or (b) if the
recommendation of the Acquisition by the Serinus Directors changes; (ii) upon
written notice served by Xtellus to Serinus where, prior to the Long Stop
Date, a Condition which is either not capable of being waived or, where
capable of being waived Xtellus has confirmed that it will not waive said
Condition, becomes incapable of satisfaction by the Long Stop Date in
circumstances where invocation of the relevant Condition is permitted by the
Panel; (iii) the Acquisition is withdrawn, terminates or lapses in accordance
with its terms; (iv) upon written notice by either Xtellus or Serinus if the
Scheme and/or Resolution(s) are not approved at the General Meeting; or (v) if
the parties agree in writing.
14. Structure of the Acquisition
It is intended that the Acquisition will be implemented by means of a court-sanctioned scheme of arrangement between Serinus and the Scheme Shareholders under Article 125 of the Jersey Companies Law. The purpose of the Scheme is to provide for Xtellus to become the owner of the entire issued and to be issued share capital of Serinus. In order to achieve this, the Scheme Shares will be transferred to Xtellus under the Scheme. In consideration for this transfer, the Scheme Shareholders will receive cash on the basis set out in paragraph 2 of this Announcement. The transfer to Xtellus of the Scheme Shares will result in Serinus becoming a wholly owned subsidiary of Xtellus. The Acquisition is subject to the Conditions and further terms set out in Appendix 1 of this Announcement and to be set out in the Scheme Document.
In order for the Scheme to become Effective:
· the Scheme must be sanctioned by Serinus Shareholders by the passing of a resolution at the Court Meeting. This resolution must be approved by a majority in number of the Serinus Shareholders (or relevant classes thereof, if applicable) present and voting at the Court Meeting, and any separate class meeting(s) which may be required by the Court (or any adjournment of such meetings) either in person or by proxy, representing not less than 3/4ths of the voting rights of the Serinus Shares held by such Serinus Shareholders (or relevant classes thereof);
· Resolutions to deal with certain ancillary matters in connection with the Scheme must be passed at the General Meeting to be held immediately after the Court Meeting;
· following the Court Meeting, the Scheme must also be sanctioned by the Court (with or without modification, on terms reasonably acceptable to Serinus and Xtellus); and
· following the sanction by the Court, the Court Order must be delivered to the Registrar of Companies for registration.
The Scheme will only become Effective if, among other things, the events described in the paragraph immediately above occur no later than the Long Stop Date.
Additionally, the Scheme will lapse if, amongst other things:
· the Court Meeting and General Meeting are not held on or before
the 22nd day after the expected date of such meetings, which will be set out
in the Scheme Document in due course (or such later date as may be agreed by
Xtellus and Serinus with the consent of the Panel and, if required, the
Court);
· the Court Sanction Hearing is not held on or before the 22nd day
after the expected date of such hearing, which will be set out in the Scheme
Document in due course (or such later date as may be agreed by Xtellus and
Serinus with the consent of the Panel and, if required, the Court); or
· the Scheme does not become Effective on or before the Long Stop
Date.
Excluded Shares (including 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) may not be voted at the Court Meeting.
Serinus Shareholders are entitled to attend and be heard at the Court Sanction
Hearing, either in person or through a Jersey advocate, to support or oppose
the Scheme, and may also submit written statements regarding the Scheme for
the Court's consideration in accordance with instructions to be provided in
the Scheme Document.
Once the Scheme becomes Effective, it will be binding on all Scheme
Shareholders, whether or not they voted at the Court Meeting and the General
Meeting and, if they did vote, whether or not they voted in favour of or
against the resolutions proposed at those meetings. The terms of the Scheme
will provide that the Serinus Shares will be acquired under the Scheme fully
paid and free from all liens, equitable interests, charges, encumbrances,
options, rights of pre-emption and any other third party rights or interests
of any nature whatsoever and together with all rights attaching thereto,
including the right to receive and retain all dividends and other
distributions and returns of value declared, paid or made after the Effective
Date.
If any dividend or other distribution or return of value is proposed,
declared, made, paid or becomes payable by Serinus in respect of a Serinus
Share on or after the date of this Announcement and prior to the Scheme
becoming Effective, Xtellus will have the right to reduce the value of the
consideration payable for each Serinus Share by up to the amount per Serinus
Share of such dividend, distribution or return of value except where the
Serinus Share is or will be acquired pursuant to the Scheme on a basis which
entitles Serinus to receive the dividend, distribution or return of value and
to retain it.
If any such dividend, distribution or return of value is paid or made after
the date of this Announcement and Xtellus exercises its rights described
above, any reference in this Announcement to the consideration payable under
the Scheme shall be deemed to be a reference to the consideration as so
reduced. Any exercise by Xtellus of its rights referred to in this paragraph
shall be the subject of an announcement and, for the avoidance of doubt, shall
not be regarded as constituting any revision or variation of the terms of the
Scheme.
Further details of the Scheme, including an indicative timetable for its
implementation, will be set out in the Scheme Document. It is expected that
the Scheme Document will be despatched to Serinus Shareholders by 21 April
2025.
Xtellus reserves the right, subject to the prior consent of the Panel, to
elect to implement the acquisition of the Serinus Shares by way of a Takeover
Offer. In such event, such Takeover Offer will be implemented on the same
terms (subject to appropriate amendments as described in Part 2 of Appendix
1), so far as applicable, as those which would apply to the Scheme.
Furthermore, if such offer is made and sufficient acceptances of such offer
are received, when aggregated with Serinus Shares otherwise acquired by
Xtellus, it is the intention of Xtellus to apply the provisions of Part 18 of
the Jersey Companies Law to acquire compulsorily any outstanding Swift Shares
to which such offer relates.
15. Cancellation of trading and re‑registration
AIM
It is intended that the London Stock Exchange will be requested to cancel
admission of the Serinus Shares to trading on AIM to become effective as soon
as practicable after the Effective Date.
It is expected that the last day of dealings in Serinus Shares on AIM will be
the last Business Day prior to the Effective Date and no transfers will be
registered after 6.00 p.m. (London time) on that date.
WSE
It is intended that subject to PFSA permission for the Serinus delisting, the
Warsaw Stock Exchange 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 AIM and 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. (London time or Warsaw time, as the
case may be) on that date
It is also intended that, following the Effective Date and cancellation,
Serinus will be re-registered as a private company under the Jersey Companies
Law.
On the Effective Date, all of the Serinus Shares will become owned by Xtellus
and any share certificates in respect of those Serinus Shares will cease to be
valid and of value and should be destroyed. In addition, entitlements to
Serinus Shares held within the CREST and the Polish National Deposit of
Securities systems will be cancelled.
16. Disclosure of interests in Serinus
As at the Latest Practicable Date, Xtellus had an interest in 44,308,324
Serinus Shares, representing 29.98% of the issued share capital of Serinus.
Save as set out above, as at the close of business on the Latest Practicable
Date prior to the date of this Announcement, and so far as Xtellus is aware,
neither Xtellus nor any of its directors or any person acting, or deemed to be
acting, in concert (within the meaning of the Takeover Code) with Xtellus:
· had any interest in, or right to subscribe for, or had any
arrangement in relation to, Serinus Shares or any relevant securities of
Serinus;
· had any short position in relation to any Serinus Shares or any
relevant securities of Serinus, whether conditional or absolute and whether in
the money or otherwise, including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require another
person to purchase or take delivery of, any Serinus Shares or any relevant
securities of Serinus;
· had any dealing arrangement of the kind referred to in Note 11 on
the definition of "acting in concert" in the Takeover Code, in relation to
Serinus Shares or in relation to any securities convertible or exchangeable
into Serinus Shares;
· had procured an irrevocable commitment or letter of intent to
accept the terms of the Acquisition in respect of Serinus Shares or any
relevant securities of Serinus; or
· has borrowed or lent any Serinus Shares or relevant securities of
Serinus (including, for these purposes, any financial or collateral
arrangements of the kind referred to in Note 3 on Rule 4.6 of the Takeover
Code).
"Interests in securities" for these purposes arise, in summary, where a person
has long economic exposure, whether absolute or conditional, to changes in the
price of securities (and a person who has a short position in securities is
not treated as interested in those securities). In particular, a person shall
be treated as having an "interest" by virtue of the ownership, voting rights
or control of securities, or by virtue of any agreement to purchase, option in
respect of, or derivative referenced to, securities.
17. Dividends
If, on or after the date of this Announcement, any dividend, distribution, or
other return of capital or value is declared, made or paid, or becomes payable
by Serinus, Xtellus reserves the right to reduce the Acquisition Price by the
amount of any such dividend, distribution, or other return of capital or
value. In such circumstances, Serinus Shareholders shall be entitled to retain
any such dividend, distribution, or other return of capital or value declared,
made, or paid.
18. General
Xtellus reserves the right to elect (with the consent of the Panel and subject
to the terms of the Cooperation Agreement) to implement the Acquisition by way
of a Takeover Offer for the entire issued and to be issued ordinary share
capital of Serinus as an alternative to the Scheme.
In such event, the Takeover Offer shall be implemented on substantially the
same terms, so far as applicable, and subject to the terms of the Cooperation
Agreement, as those which would apply to the Scheme, subject to appropriate
amendments, including, without limitation, the inclusion of an acceptance
condition set (subject to the Cooperation Agreement) at a level permitted by
the Panel. Further, if sufficient acceptances of the Takeover Offer are
received and/or sufficient Serinus Shares are otherwise acquired to do so, it
would be the intention of Xtellus to apply the provisions of Part 18 of the
Jersey Companies Law to acquire compulsorily any outstanding Serinus Shares to
which the Takeover Offer relates.
The Acquisition shall be made subject to the Conditions and further terms set
out in Appendix 1 to this Announcement and to be set out in the Scheme
Document. The bases and sources of certain financial information contained in
this Announcement are set out in Appendix 2 to this Announcement. Certain
terms used in this Announcement are defined in Appendix 4 to this
Announcement.
It is expected that the Scheme Document will be published as soon as
reasonably practicable and in any event within 28 days of this Announcement or
such later date as Serinus, Xtellus and the Panel agree, and that the Court
Meeting and the General Meeting will be held as soon as practicable
thereafter. It is expected that the Scheme will become Effective in the second
quarter of 2025. The Scheme Document and Forms of Proxy will be made available
to Serinus Shareholders at no charge to them.
Each of H&P and Shore Capital have given and not withdrawn their
respective consent to the publication of this Announcement with the inclusion
herein of the references to their names in the form and context in which it
appears.
19. Documents
Copies of the following documents will be available promptly on Xtellus'
website at https://xtelluscapital.com/,and Serinus' website at
https://serinusenergy.com/,subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, and in any event by no later than noon
on the Business Day following this Announcement:
· this Announcement;
· the Cooperation Agreement;
· the irrevocable undertakings referred to in paragraph 6 above and
summarised in Appendix 3 to this Announcement; and
· the consents from each of H&P and Shore Capital to being
named in this Announcement.
Neither the content of the websites referred to in this Announcement, nor any
website accessible from hyperlinks set out in this Announcement, is
incorporated into or forms part of this Announcement.
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, Rule 3 Adviser, Nominated Adviser and Broker +44 207 408 4090
to Serinus)
Toby Gibbs, Corporate Advisory, Director
Lucy Bowden, Corporate Advisory, Manager
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.
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 or into
jurisdictions other than the United Kingdom or Jersey may be restricted by law
and therefore any persons who are subject to the law of any jurisdiction other
than the United Kingdom or Jersey should inform themselves about, and observe,
any applicable requirements. Any failure to comply with such requirements 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 in
accordance with and for the purpose of complying with English law, Jersey law,
the Takeover Code, the AIM Rules the Market Abuse Regulation and the
Disclosure Guidance and Transparency Rules and information disclosed may not
be the same as that which would have been prepared in accordance with the laws
of jurisdictions outside the United Kingdom or Jersey.
The availability of the Acquisition to Serinus Shareholders who are not
resident in and citizens of the United Kingdom or Jersey may be affected by
the laws of the relevant jurisdictions in which they are located or of which
they are citizens. Persons who are not resident in the United Kingdom or
Jersey should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Any person (including, without
limitation, nominees, trustees and custodians) who would, or otherwise intends
to, forward this Announcement, the Scheme Document or any accompanying
document to any jurisdiction outside the United Kingdom or Jersey should
refrain from doing so and seek appropriate professional advice before taking
any action. In particular, the ability of persons who are not resident in the
United Kingdom or Jersey to vote their Serinus Shares with respect to the
Scheme 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. Further
details in relation to Overseas Shareholders will be contained in the Scheme
Document (or, if the Acquisition is implemented by way of a Takeover Offer,
the Offer 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, from, or by the use of mails or
any means or instrumentality (including, but not limited to, facsimile,
e‑mail or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or other
securities exchange of, any Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction and no person may vote in favour of the
Scheme by any such use, means, instrumentality or from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute a
violation of the laws of that jurisdiction. Copies of this Announcement and
any formal documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded, distributed or
sent in or into or from any Restricted Jurisdiction and persons receiving such
documents (including, without limitation, agents, custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send such
documents in or into or from any Restricted Jurisdiction. Doing so may render
invalid any related purported vote in respect of the Acquisition. If the
Acquisition is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover Offer may not be
made directly or indirectly, in, into, from, or by the use of mails or any
means or instrumentality (including, but not limited to, facsimile, e‑mail
or other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or of any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction and the Takeover Offer may not be
capable of acceptance by any such use, means, instrumentality or facilities.
Further details in relation to Overseas Shareholders will be included in the
Scheme Document (or, if the Acquisition is implemented by way of a Takeover
Offer, the Offer Document).
Notice to US Serinus Shareholders
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, Xeno
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 Xeno 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 Bidco 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, Xeno 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.
Notice to Polish Serinus Shareholders
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 is
not subject to the tender offer rules 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 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.
None of the securities referred to herein have been approved or disapproved by
the PFSC or any other Polish regulatory authority. The PFSC has not reviewed,
approved or disapproved 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://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.
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.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Serinus confirms that, as
at 21 March 2025, it had in issue 147,794,571 ordinary shares of 1 penny each
admitted to trading on AIM. The ISIN for the ordinary shares is JE00BNNMKT29 .
Appendix 1
Conditions and Further Terms of the Acquisition
Part A
Conditions to the Scheme and the Acquisition
Scheme Conditions
1. The Acquisition will be conditional upon:
1.1 the Court Meeting and General Meeting being held on or before
the 22nd day after the expected date of the meetings to be set out in the
Scheme Document in due course or such later date (if any) as Xtellus and
Serinus may agree;
1.2 the Court Sanction Hearing being held on or before the 22nd
day after the expected date of the hearing date to be set out in the Scheme
Document in due course, or such later date (if any) as Xtellus and Serinus may
agree; and
1.3 the Scheme becoming unconditional and becoming Effective by no
later than the Long Stop Date or such later date (if any) as Xtellus and
Serinus may agree and (if required) the Court may allow.
2. The Scheme will be conditional on:
2.1 its sanction by the passing of a resolution at the Court
Meeting by a majority in number of the holders of Serinus Shares (or relevant
classes thereof, if applicable) present and voting at the Court Meeting and
any separate class meeting(s) which may be required by the Court, or at any
adjournment thereof, either in person or by proxy, representing not less than
3/4ths of the voting rights of the Serinus Shares held by such holders (or
relevant classes thereof, if applicable);
2.2 the Resolutions required to approve and implement the Scheme
as set out in the notice convening the General Meeting being duly passed by
the requisite majority of Serinus Shareholders required to pass such
resolutions at the General Meeting (or any adjournment thereof);
2.3 the sanction of the Scheme by the Court (with or without
modifications, on terms reasonably acceptable to Serinus and Xtellus); and
2.4 the Court Order being delivered for registration to the
Registrar of Companies.
Romanian Regulatory Condition
3. In addition, subject as stated in Part B below and to the
requirements of the Panel, the Acquisition shall be conditional upon the
following Condition and, accordingly, the Court Order shall not be delivered
to the Registrar of Companies unless such Condition (as amended if
appropriate) has been satisfied or, where relevant, waived:
3.1 Serinus having obtained, to the satisfaction of Xtellus and
Serinus (both acting reasonably and in good faith):
(a) either: (i) a decision, as such is published in the Official
Gazette of Romania, approving the maintenance of the validity of the Petroleum
Concession Agreement, thereby satisfying the requirements of Article 34(5) of
the Romanian Petroleum law no. 238/2004 ("Article 34(5)"); or (ii) a written
confirmation that the Acquisition should not be referred for review under
Article 34(5), with in either case such decision or written confirmation being
issued by the National Agency for Mineral Resources in Romania or another
appropriate Romanian governmental entity; and
(b) either: (i) an unconditional decision authorising the
foreign direct investment entailed by the Acquisition, thereby satisfying the
requirements of the Romanian Governmental Emergency Ordinance no. 46/2022
("RGEO 46/2022"); (ii) a conditional decision authorising the foreign direct
investment entailed by the Acquisition, thereby satisfying the requirements of
RGEO 46/2022, but provided that any such conditions to such decision are
acceptable to Xtellus and Serinus (both acting reasonably and in good faith);
or (iii) a written confirmation that the Acquisition should not be referred
for review under RGEO 46/2022, with in either case such decision or the
written confirmation being issued by the Romanian Competition Council.
General Conditions
4. In addition, subject as stated in Part B of this Appendix 1
and to the requirements of the Panel, the Acquisition shall be conditional
upon the following Conditions and, accordingly, the Court Order will not be
delivered to the Registrar of Companies unless such Conditions (as amended if
appropriate) have been satisfied or, where capable of waiver, waived:
Third Party Clearances
4.1 other than in relation to the matters referred to in Condition
3, the waiver (or non-exercise within any applicable time limits) by any
relevant government or governmental, quasi-governmental, supranational,
statutory, regulatory, environmental, administrative, fiscal or investigative
body, court, trade agency, association, institution, environmental body,
employee representative body, any entity owned or controlled by any relevant
government or state, or any other body or person whatsoever in any
jurisdiction (each a "Third Party") of any termination right, right of
pre-emption, first refusal or similar right (which is material in the context
of the Wider Serinus Group taken as a whole or in the context of the
Acquisition) arising as a result of or in connection with the Scheme or the
Acquisition;
4.2 other than in relation to the matters referred to in Condition
3, all material notifications, filings or applications which are necessary
having been made in connection with the Acquisition and all statutory or
regulatory obligations in any jurisdiction having been complied with in
connection with the Acquisition or the acquisition by any member of the Wider
Xtellus Group of any shares or other securities in, or control of, Serinus and
all authorisations, orders, recognitions, grants, determinations,
confirmations, consents, licences, clearances, permissions, exemptions and
approvals deemed necessary or appropriate by Xtellus or any member of the
Wider Xtellus Group (in each such case, acting reasonably) for or in respect
of the Acquisition including without limitation, its implementation and
financing or the proposed direct or indirect acquisition of any shares or
other securities in, or control of, Serinus or any member of the Wider Serinus
Group by any member of the Wider Xtellus Group having been obtained in terms
and in a form reasonably satisfactory to Xtellus from all appropriate Third
Parties or persons with whom any member of the Wider Serinus Group has entered
into contractual arrangements and all such authorisations, orders, grants,
recognitions, determinations, confirmations, consents, licences, clearances,
permissions, exemptions and approvals reasonably considered necessary or
appropriate to carry on the business of any member of the Wider Serinus Group
which are material in the context of the Wider Xtellus Group or the Wider
Serinus Group as a whole or for or in respect of the Acquisition including,
without limitation, its implementation or financing remaining in full force
and effect and all filings necessary for such purpose having been made and
there being no notice or intimation of any intention to revoke or not to renew
any of the same at the time at which the Acquisition becomes otherwise
unconditional and all necessary statutory or regulatory obligations in any
jurisdiction having been complied with;
4.3 other than in relation to the matters referred to in Condition
3, no Third Party having given notice of a decision to take, institute,
implement or threaten any action, proceeding, suit, investigation, enquiry or
reference (and, in each case, not having withdrawn the same), or having
required any action to be taken or otherwise having done anything or having
enacted, made or proposed any statute, regulation, decision, order or change
to published practice and there not continuing to be outstanding any statute,
regulation, decision or order which would or might reasonably be expected to:
(a) make the Scheme or Takeover Offer or, in each case, its
implementation or the acquisition or proposed acquisition of any shares or
other securities in, or control or management of, any member of the Wider
Serinus Group by any member of the Wider Xtellus Group void, illegal and/or
unenforceable under the laws of any relevant jurisdiction, or otherwise
directly or indirectly prevent, prohibit, or restrain, restrict, impede,
challenge, delay or otherwise interfere with the implementation of, or impose
material additional conditions or obligations with respect to, the Acquisition
or require amendment of the Scheme;
(b) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any member of the
Wider Xtellus Group or by any member of the Wider Serinus Group of all or any
material part of their businesses, assets or property or impose any limitation
on the ability of all or any of them to conduct their businesses (or any part
thereof) or to own, control or manage any of their assets or properties (or
any part thereof) to an extent which is material in the context of the Wider
Serinus Group taken as a whole or in the context of the Acquisition;
(c) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Xtellus Group directly or
indirectly to acquire or hold or to exercise effectively all or any rights of
ownership in respect of shares or loans or securities convertible into shares
or any other securities in Serinus (or the equivalent) or any member of the
Wider Serinus Group or any member of the Wider Xtellus Group or to exercise
voting or management control over any such member, in each case to an extent
which is material in the context of the Wider Serinus Group or the Wider
Xtellus Group taken as a whole or in the context of the Acquisition;
(d) other than pursuant to the implementation of the Scheme or,
if applicable, articles 116 to 124A of the Jersey Companies Law, require any
member of the Wider Xtellus Group or the Wider Serinus Group to acquire or
offer to acquire any shares, other securities (or the equivalent) or interest
in any member of the Wider Serinus Group or any asset owned by any third party
which is material in the context of the Wider Serinus Group or the Wider
Xtellus Group, in either case, taken as a whole;
(e) require, prevent or materially delay a divestiture by any
member of the Wider Xtellus Group of any shares or other securities in
Serinus;
(f) result in any member of the Wider Serinus Group ceasing to
be able to carry on business under any name which it presently does so to an
extent which is material in the context of the Wider Serinus Group taken as a
whole or the Wider Xtellus Group taken as a whole, as applicable;
(g) impose any limitation on the ability of any member of the
Wider Xtellus Group or any member of the Wider Serinus Group to conduct,
integrate or co‑ordinate all or any part of their respective businesses with
all or any part of the business of any other member of the Wider Xtellus Group
and/or the Wider Serinus Group in a manner which is adverse and material to
the Wider Xtellus Group and/or the Wider Serinus Group, in either case, taken
as a whole or in the context of the Acquisition; or
(h) otherwise adversely affect the business, assets, value,
profits, prospects or operational performance of any member of the Wider
Serinus Group or any member of the Wider Xtellus Group in each case in a
manner which is adverse to and material in the context of the Wider Serinus
Group taken as a whole or the Wider Xtellus Group taken as a whole or of the
financing of the Acquisition,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation,
enquiry or reference or take any other step under the laws of any jurisdiction
in respect of the Acquisition or proposed acquisition of any Serinus Shares or
otherwise intervene having expired, lapsed, or been terminated;
Certain matters arising as a result of any arrangement, agreement etc.
4.4 except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise, lease or other instrument
to which any member of the Wider Serinus Group is a party or by or to which
any such member or any of its assets is or may be bound, entitled or be
subject or any event or circumstance which, as a consequence of the
Acquisition or the proposed acquisition by any member of the Wider Xtellus
Group of any shares or other securities in Serinus or because of a change in
the control or management of any member of the Wider Serinus Group or
otherwise, would or might reasonably be expected to result in any of the
following to an extent which is material and adverse in the context of the
Wider Serinus Group or the Wider Xtellus Group, in either case, taken as a
whole or in the context of the Acquisition:
(a) any monies borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or grant available to any such member,
being or becoming repayable or capable of being declared repayable immediately
or earlier than their or its stated maturity date or repayment date or the
ability of any such member to borrow monies or incur any indebtedness being
withdrawn or inhibited or being capable of becoming or being withdrawn or
inhibited;
(b) any such agreement, arrangement, licence, permit, franchise,
lease or other instrument or the rights, liabilities, obligations or interests
of any such member thereunder being terminated or adversely modified or
affected or any obligation or liability arising, or any adverse action being
taken or arising thereunder;
(c) any asset or interest of any such member being or failing to
be disposed of or charged or ceasing to be available to any such member or any
right arising under which any such asset or interest could be required to be
disposed of or charged or could cease to be available to any such member
otherwise than in the ordinary course of business;
(d) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property, assets
or interest of any such member;
(e) the rights, liabilities, obligations or interests of any
such member, or the business of any such member with, any person, firm,
company or body (or any arrangement or arrangements relating to any such
interest or business) being terminated, adversely modified or adversely
affected;
(f) the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;
(g) any such member ceasing to be able to carry on business
under any name under which it presently does so;
(h) the creation or acceleration of any liability, actual or
contingent, by any such member (including any material tax liability or any
obligation to obtain or acquire any material authorisation, order, grant,
recognition, determination, confirmation, consent, licence, clearance,
permission, exemption, approval, notice, waiver, concession, agreement or
exemption from any Third Party or any person) other than trade creditors or
other liabilities incurred in the ordinary course of business or in connection
with the Acquisition; or
(i) any liability of any such member to make any severance,
termination, bonus or other payment to any of its directors or other officers,
and no event having occurred which, under any provision of any arrangement,
agreement, lease, licence, permit, franchise or other instrument to which any
member of the Wider Serinus Group is a party or by or to which any such member
or any of its assets may be bound, entitled or subject, would or might
reasonably be expected to result in any of the events or circumstances as are
referred to in sub-paragraphs (a) to (i) (inclusive) of this paragraph 4.4;
No material transactions, claims or changes in the conduct of the business of
the Serinus Group since 31 December 2024
4.5 except as Disclosed, no member of the Wider Serinus Group
having since 31 December 2024:
(a) save as between Serinus and its wholly‑owned subsidiaries
or for Serinus Shares issued under or pursuant to the exercise of options or
vesting of awards granted in the ordinary course under the Serinus Share
Plans, issued or agreed to issue, authorised or proposed or announced its
intention to authorise or propose the issue of additional shares of any class
or sale of Serinus Shares out of treasury;
(b) save as between Serinus and its wholly-owned subsidiaries or
for the grant of options and awards and other rights under the Serinus Share
Plans, issued or agreed to issue, authorised or proposed the issue of
securities convertible into shares of any class or rights, warrants or options
to subscribe for, or acquire, any such shares or convertible securities;
(c) other than to Serinus or one of its wholly‑owned
subsidiaries, prior to the Acquisition becoming Effective, recommended,
declared, paid or made or agreed to recommend, declare, pay or make any bonus
issue, dividend or other distribution whether payable in cash or otherwise or
made any bonus issue;
(d) save as between Serinus and its wholly‑owned subsidiaries
or between such wholly‑owned subsidiaries, merged with (by statutory merger
or otherwise) or demerged from or acquired any body corporate, partnership or
business or acquired or disposed of, or, transferred, mortgaged or charged or
created any security interest over, any assets or any right, title or interest
in any asset (including shares and trade investments) or authorised, proposed
or announced any intention to do so, in each case, other than in the ordinary
course of business and, in each case, to an extent which is material in the
context of the Wider Serinus Group taken as a whole or in the context of the
Acquisition;
(e) save as between Serinus and its wholly‑owned subsidiaries
or between such wholly‑owned subsidiaries, made, authorised, proposed or
announced an intention to propose any change in its loan capital in each case,
to the extent which is material in the context of the Wider Serinus Group
taken as a whole or in the context of the Acquisition;
(f) issued, authorised or proposed the issue of, or made any
change in or to, any debentures or (save as between Serinus and its
wholly-owned subsidiaries or between such wholly‑owned subsidiaries), save
in the ordinary course of business, incurred or increased any indebtedness or
become subject to any contingent liability;
(g) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect to the matters mentioned in sub-paragraphs 4.5(a) or
4.5(b) above, made any other change to any part of its share capital in each
case, to the extent which is material in the context of the Wider Serinus
Group taken as a whole or in the context of the Acquisition;
(h) entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary, any material
contract, transaction, arrangement, agreement or commitment (whether in
respect of capital expenditure or otherwise) (otherwise than in the ordinary
course of business) which is of a long-term, unusual or onerous nature, or
which involves or could reasonably be expected to involve an obligation of a
nature or magnitude, in each case, to the extent which is or is reasonably
likely to be material to the Wider Serinus Group taken as a whole or in the
context of the Acquisition;
(i) entered into any licence or other disposal of intellectual
property rights of any member of the Wider Serinus Group which are material in
the context of the Wider Serinus Group taken as a whole or in the context of
the Acquisition and outside the normal course of business;
(j) save to the extent arising as a result of any change in
applicable law, entered into or varied the terms of, any contract, commitment,
arrangement or any service agreement with any director or senior executive of
the Wider Serinus Group save for salary increases, bonuses or variations of
terms in the ordinary course of business, which is material in the context of
the Wider Serinus Group taken as a whole or in the context of the Acquisition,
other than as agreed by Xtellus and (if required) by the Panel;
(k) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme, or other benefit relating to the
employment or termination of employment of any employee of the Wider Serinus
Group which, taken as a whole, are material in the context of the Wider
Serinus Group taken as a whole, other than as agreed by Xtellus and (if
required) by the Panel;
(l) (excluding the trustee of any pension scheme(s)
established by a member of the Wider Serinus Group other than Serinus itself)
made, agreed or consented to or procured any material change to:
(i) the terms of any existing trust deeds, rules, policy or
other governing documents, or entered into or established any new trust deeds,
rules, policy or other governing documents, constituting any pension scheme or
other retirement or death benefit arrangement established for the directors,
former directors, employees or former employees of any entity in the Wider
Serinus Group or their dependants and established by a member of the Wider
Serinus Group (a "Relevant Pension Plan");
(ii) the basis on which benefits accrue, pensions which are
payable or the persons entitled to accrue or be paid benefits, under any
Relevant Pension Plan;
(iii) the basis on which the liabilities of any Relevant Pension
Plan are funded or valued; or
(iv) the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable thereunder;
(m) waived, compromised or settled any claim otherwise than in the
ordinary course of business which is material in the context of the Wider
Serinus Group taken as a whole or in the context of the Acquisition;
(n) made any alteration to its articles of association or other
constitutional documents (in each case, other than in connection with the
Scheme) which is material in the context of the Acquisition;
(o) (other than in respect of a member of the Wider Serinus
Group which is dormant and was solvent at the relevant time) taken or proposed
any steps, corporate action or had any legal proceedings instituted or
threatened against it in relation to the suspension of payments, a moratorium
of any indebtedness, its winding‑up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of any administrator, receiver, manager,
administrative receiver, Viscount, trustee or similar officer of all or any
material part of its assets or revenues or any analogous proceedings in any
jurisdiction or appointed any analogous person in any jurisdiction or had any
such person appointed, in each case, which is material in the context of the
Wider Serinus Group taken as a whole or in the context of the Acquisition;
(p) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its creditors with
a view to rescheduling or restructuring any of its indebtedness, or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial
part of its business, in each case, which is material in the context of the
Wider Serinus Group taken as a whole or in the context of the Acquisition;
(q) entered into any contract, commitment, agreement or
arrangement or passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced an intention to, or to propose to,
effect any of the transactions, matters or events referred to in this
Condition;
(r) terminated or varied the terms of any agreement or
arrangement between any member of the Wider Serinus Group and any other person
in a manner which would or might be expected to have a material adverse effect
on the financial position of the Wider Serinus Group taken as a whole; or
(s) taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the approval of
Serinus Shareholders in general meeting in accordance with, or as contemplated
by, Rule 21.1 of the Takeover Code;
No adverse change, litigation or regulatory enquiry since 31 December 2024
4.6 save as Disclosed, since 31 December 2024:
(a) no adverse change or deterioration having occurred in the
business, assets, value, financial or trading position, profits, prospects or
operational performance of any member of the Wider Serinus Group which, in any
such case, is material to the Wider Serinus Group taken as a whole or in the
context of the Acquisition;
(b) no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Wider Serinus Group is or may
become a party (whether as claimant or defendant or otherwise) and no enquiry,
review, investigation or enforcement proceedings by, or complaint or reference
to, any Third Party against or other investigative body against or in respect
of any member of the Wider Serinus Group having been threatened, announced or
instituted by or against, or remaining outstanding in respect of, any member
of the Wider Serinus Group which, in any such case, has had or might
reasonably be expected to have a material adverse effect on the Wider Serinus
Group taken as a whole or in the context of the Acquisition;
(c) no contingent or other liability of any member of the Wider
Serinus Group having arisen or become apparent to Xtellus or increased other
than in the ordinary course of business which has or might reasonably be
expected to adversely affect any member of the Wider Serinus Group in a way
that is material to the Wider Serinus Group taken as a whole or in the context
of the Acquisition; or
(d) no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation, termination or
modification of any licence or permit held by any member of the Wider Serinus
Group, which is necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which is material and
reasonably be expected to have a material adverse effect on the Wider Serinus
Group taken as a whole or in the context of the Acquisition;
No discovery of certain matters
4.7 save as Disclosed, Xtellus not having discovered:
(a) that any financial, business or other information concerning
the Wider Serinus Group as contained in the information publicly disclosed at
any time by or on behalf of any member of the Wider Serinus Group is
misleading, contains a material misrepresentation of fact or omits to state a
fact necessary to make that information not misleading and which was not
subsequently corrected before the date of this Announcement by disclosure
either publicly or otherwise to Xtellus or its professional advisers, in each
case, to the extent which is material in the context of the Wider Serinus
Group taken as a whole or in the context of the Acquisition;
(b) that any member of the Wider Serinus Group or any
partnership, company or other entity in which any member of the Wider Serinus
Group has a significant economic interest and which is not a subsidiary
undertaking of Serinus is subject to any liability (contingent or otherwise),
other than in the ordinary course of business and in each case, to the extent
material in the context of the Wider Serinus Group taken as a whole or in the
context of the Acquisition;
(c) any past or present member of the Wider Serinus Group has
failed to comply in a material respect with any and/or all applicable
legislation or regulation, of any jurisdiction with regard to the use,
treatment, handling, storage, carriage, disposal, spillage, release,
discharge, leak or emission of any waste or hazardous substance or any
substance likely to impair the environment or harm human health or animal
health or otherwise relating to environmental matters or the health and safety
of humans, or that there has otherwise been any such use, treatment, handling,
storage, carriage, disposal, spillage, release, discharge, leak or emission
(whether or not the same constituted a non-compliance by any person with any
such legislation or regulations, and wherever the same may have taken place)
any of which storage, carriage, disposal, spillage, release, discharge, leak
or emission would be likely to give rise to any material liability (actual or
contingent) or cost on the part of any member of the Wider Serinus Group and
which is material in the context of the Wider Serinus Group taken as a whole
or in the context of the Acquisition;
(d) there is, or is reasonably likely to be, for any reason
whatsoever, any liability (actual or contingent) of any past or present member
of the Wider Serinus Group to make good, remediate, repair, reinstate or clean
up any property or any controlled waters now or previously owned, occupied,
operated or made use of or controlled by any such past or present member of
the Wider Serinus Group (or on its behalf) or by any person for which a member
of the Wider Serinus Group is or has been responsible, or in which any such
member may have or previously have had or be deemed to have had an interest,
under any environmental legislation, regulation, notice, circular or order of
any Third Party and which is material in the context of the Wider Serinus
Group taken as a whole or in the context of the Acquisition;
(e) circumstances exist (whether as a result of proceeding with
the Acquisition or otherwise) which would be reasonably likely to lead to any
Third Party instituting, or whereby any member of the Wider Xtellus Group or
any present or past member of the Wider Serinus Group would be likely to be
required to institute, an environmental audit or take any other steps which
would in any such case be reasonably likely to result in any liability
(whether actual or contingent) to improve, modify existing or install new
plant, machinery or equipment or carry out changes in the processes currently
carried out or make good, remediate, repair, re-instate or clean up any land
or other asset currently or previously owned, occupied or made use of by any
past or present member of the Wider Serinus Group (or on its behalf) or by any
person for which a member of the Wider Serinus Group is or has been
responsible, or in which any such member may have or previously have had or be
deemed to have had an interest which is material in the context of the Wider
Serinus Group taken as a whole or in the context of the Acquisition; or
(f) circumstances exist whereby a person or class of persons
would be likely to have any claim or claims in respect of any product or
process of manufacture or materials used therein currently or previously
manufactured, sold or carried out by any past or present member of the Wider
Serinus Group which claim or claims would be likely, materially and adversely,
to affect any member of the Wider Serinus Group and which is material in the
context of the Wider Serinus Group taken as a whole or in the context of the
Acquisition;
Intellectual Property
4.8 save as Disclosed, Xtellus not having discovered:
(a) that any circumstance has arisen or event has occurred in
relation to any intellectual property owned or used by any member of the Wider
Serinus Group which would be reasonably expected to have a material adverse
effect on the Wider Serinus Group taken as a whole or is otherwise material in
the context of the Acquisition, including:
(i) any member of the Wider Serinus Group losing its title to
any intellectual property material to its business, or any intellectual
property owned by the Wider Serinus Group and material to its business being
revoked, cancelled or declared invalid; or
(ii) any agreement regarding the use of any intellectual
property licensed to or by any member of the Wider Serinus Group being
terminated or varied;
Anti-corruption, economic sanctions, criminal property and money laundering
4.9 save as Disclosed, Xtellus not having discovered that (in each
case, to an extent that it is material in the context of the Wider Serinus
Group taken as a whole or in the context of the Acquisition):
(a) any past or present member, director, officer or employee of
the Wider Serinus Group is or has at any time engaged in any activity,
practice or conduct which would constitute an offence under the UK Bribery Act
2010, the US Foreign Corrupt Practices Act of 1977 (so far as is applicable)
or any other applicable anti-corruption or anti-bribery law, rule or
regulation or any other applicable law, rule, or regulation concerning
improper payments or kickbacks;
(b) any asset of any member of the Wider Serinus Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds
of crime under any other applicable law, rule, or regulation concerning money
laundering or proceeds of crime or any member of the Wider Serinus Group is
found to have engaged in activities constituting money laundering under any
applicable law, rule, or regulation concerning money laundering;
(c) any past or present member, director, officer or employee of
the Wider Serinus Group, or any other person for whom any such person may be
liable or responsible, is or has engaged in any conduct which would violate
applicable economic sanctions or dealt with, made any investments in, made any
funds or assets available to or received any funds or assets from:
(i) any government, entity or individual in respect of which
US, United Kingdom or European Union persons, or persons operating in those
territories, are prohibited from engaging in activities or doing business, or
from receiving or making available funds or economic resources, by US, United
Kingdom or European Union laws or regulations, including the economic
sanctions administered by the United States Office of Foreign Assets Control,
or HM Revenue and Customs; or
(ii) any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the United States, the United
Kingdom, the European Union or any of its member states, save that this shall
not apply if and to the extent that it is or would be unenforceable by reason
of breach of any applicable Blocking Law;
(d) any past or present member, director, officer or employee of
the Wider Serinus Group, or any other person for whom any such person may be
liable or responsible:
(i) has engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations, including but not limited to the
US Anti‑Terrorism Act;
(ii) has engaged in conduct which would violate any relevant
anti-boycott law, rule, or regulation or any applicable export controls,
including but not limited to the Export Administration Regulations
administered and enforced by the US Department of Commerce or the
International Traffic in Arms Regulations administered and enforced by the US
Department of State;
(iii) has engaged in conduct which would violate any relevant
laws, rules, or regulations concerning human rights, including but not limited
to any law, rule, or regulation concerning false imprisonment, torture or
other cruel and unusual punishment, or child labour; or
(iv) is debarred or otherwise rendered ineligible to bid for or to
perform contracts for or with any government, governmental instrumentality, or
international organization or found to have violated any applicable law, rule,
or regulation concerning government contracting or public procurement; or
(e) any member of the Wider Serinus Group is or has been engaged
in any transaction which would cause any member of the Wider Xtellus Group to
be in breach of any law or regulation upon its acquisition of Serinus,
including but not limited to the economic sanctions of the United States
Office of Foreign Assets Control, or HM Revenue and Customs, or any other
relevant government authority.
Part B
Further terms of the Acquisition
1. Subject to the requirements of the Panel and the Takeover
Code, Xtellus reserves the right in its sole discretion to waive in whole or
in part, all or any of the Conditions set out in Part A of this Appendix 1,
except Conditions 1 and 2, which cannot be waived. The deadlines set out in
Conditions 1 and 2 may be extended to such later date as may be agreed: (a) in
writing by Xtellus and Serinus; or (b) (in a competitive situation) specified
by Xtellus with the consent of the Panel, and in either case with the approval
of the Court, if such approval is required. If any such deadline is not met,
Xtellus shall make an announcement by 8.00 a.m. on the Business Day following
such deadline confirming whether it has invoked the relevant Condition, waived
the relevant deadlines or agreed with Serinus (or, as the case may be, the
Panel) to extend the relevant deadline in relation to the relevant Condition.
Conditions 2.1, 2.2, 3 and 4 must be fulfilled, be determined by Xtellus to be
or remain satisfied or (if capable of waiver) be waived by Xtellus by 11.59
p.m. on the date immediately preceding the Court Sanction Hearing.
2. Xtellus shall be under no obligation to waive (if capable
of waiver), to determine to be or remain satisfied or to treat as fulfilled
any of the Conditions in Part A of Appendix 1 above that are capable of waiver
by a date earlier than the latest date for the fulfilment of that Condition
notwithstanding that the other Conditions of the Acquisition may at such
earlier date have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any of such Conditions may not be
capable of fulfilment.
3. Under Rule 13.5(a) of the Takeover Code and subject to
paragraph 4 below, Xtellus may not invoke a Condition so as to cause the
Acquisition not to proceed, to lapse or to be withdrawn unless the
circumstances which give rise to the right to invoke the Condition are of
material significance to Xtellus in the context of the Acquisition with the
consent of the Panel. This will be judged by reference to the facts of each
case at the time that the relevant circumstances arise.
4. Conditions 1 and 2 in Part A of Appendix 1 above, and, if
applicable, any acceptance condition if the Acquisition is implemented by
means of a Takeover Offer, are not subject to Rule 13.5(a) of the Takeover
Code. Xtellus may only invoke a Condition that is subject to Rule 13.5(a) with
the consent of the Panel and any Condition that is subject to Rule 13.5(a) may
be waived by Xtellus.
5. If the Panel requires Xtellus to make an offer or offers
for Serinus Shares under the provisions of Rule 9 of the Takeover Code,
Xtellus may make such alterations to the Conditions as are necessary to comply
with the provisions of that Rule.
6. Xtellus reserves the right to elect to implement the
Acquisition by way of a Takeover Offer (as defined in Article 116 of the
Jersey Companies Law) as an alternative to the Scheme, subject to the Panel's
consent (where necessary) and the terms of the Cooperation Agreement. In such
event, the Takeover Offer will be implemented on the same terms and conditions
so far as is applicable (and subject to the terms of the Cooperation
Agreement), as those which would apply to the Scheme (subject to appropriate
amendments), including (without limitation) an acceptance condition set at 75%
of the Serinus Shares on a fully diluted basis (or such other percentage as
Xtellus and Serinus may agree in accordance with the terms of the Cooperation
Agreement) and, to the extent necessary with the consent of the Panel, being
in any case more than 50% of the voting rights attaching to the Serinus Shares
(or any amendments required by, or deemed appropriate by, Xtellus under
applicable law or any amendments necessary to reflect the Takeover Offer) as
those that would apply to the Scheme. If the Acquisition is effected by way of
a Takeover Offer, and such Takeover Offer becomes or is declared unconditional
and sufficient acceptances are received in respect of the Takeover Offer,
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.
7. Serinus Shares which will be acquired pursuant to the
Acquisition will be acquired by Xtellus fully paid and free from all liens,
charges, encumbrances and other third party rights of any nature whatsoever
and together with all rights now or hereafter attaching or accruing to them as
at the Effective Date, including voting rights and the right to receive and
retain all dividends and distributions (if any) declared, made or paid or any
other return of capital or value after the Acquisition becomes Effective.
8. If, on or after the date of this Announcement and prior to
the Acquisition becoming Effective, any dividend and/or other distribution
and/or other return of capital or value is announced, declared, made or paid
by Serinus or becomes payable by Serinus in respect of the Serinus Shares,
Xtellus reserves the right to reduce the consideration payable under the terms
of the Acquisition for the Serinus Shares by an amount up to the aggregate
amount of such dividend and/or distribution and/or other return of capital or
value, in which case any reference in this Announcement to the consideration
payable under the terms of the Acquisition will be deemed to be a reference to
the consideration as so reduced. Any exercise by Xtellus of its rights
referred to in this paragraph shall be the subject of an announcement and, for
the avoidance of doubt, shall not be regarded as constituting any revision or
variation of the terms of the Scheme or the Acquisition. In such
circumstances, Serinus Shareholders would be entitled to receive and retain
any such dividend, distribution and/or other return of capital or value to
which they are entitled.
9. The availability of the Acquisition to persons not resident
in the United Kingdom or Jersey may be affected by the laws or regulatory
requirements of the relevant jurisdictions. Persons who are not resident in
the United Kingdom or Jersey should inform themselves about and observe any
applicable requirements.
10. The Cooperation Agreement is governed by the laws of England
and Wales and is subject to the jurisdiction of the English Courts and to the
Conditions set out above. The Acquisition will be subject to the applicable
requirements of the Takeover Code, the Panel, the London Stock Exchange, the
FCA, the AIM Rules and the Registrar of Companies. The Scheme will be governed
by Jersey law and will be subject to the jurisdiction of the Court.
11. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.
12. The Acquisition will not be made, directly or indirectly, in
or into, or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex, telephone,
internet or e-mail) of interstate or foreign commerce of, or of any facility
of, any Restricted Jurisdiction.
Appendix 2
Bases and Sources of Information
In this Announcement, unless otherwise stated or the context otherwise
requires, the following sources and bases have been used.
1. financial information concerning Serinus has been extracted
from the audited annual report and accounts of Serinus for the year ended 31
December 2024;
2. Serinus' fully diluted share capital of 151,165,949 Serinus
Shares has been calculated as:
2.1 147,794,571 Serinus Shares in issue on 21 March 2025 (being
the Latest Practicable Date before this Announcement); plus
2.2 3,371,378 Serinus Shares which may be issued on or after the
date of this Announcement pursuant to Share Plans (calculated using the
treasury stock method for options with an exercise price of £0.02), at the
Acquisition Price as at 21 March 2025 (being the last Business Day before this
Announcement);
3. The percentage of Scheme Shares eligible to vote at the
Court Meeting is based on 103,486,247 Scheme Shares, being 147,794,571 Serinus
Shares in issue, less 44,308,324 Serinus Shares owned or controlled by
Xtellus.
4. all prices for Serinus Shares are the Closing Price derived
from Bloomberg for the relevant date(s);
5. the average prices (including VWAPs) have been derived from
Bloomberg data and have been rounded to one decimal place in this document;
and
6. certain figures included in this Announcement have been
subject 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 the figures
that precede them.
Appendix 3
Details of Irrevocable Undertakings
1. Serinus Directors
The following Serinus Directors have given irrevocable undertakings to vote
(or, where applicable, procure the voting) in favour of the Scheme at the
Court Meeting and the Resolutions at the General Meeting (or in the event that
the Acquisition is implemented by way of a Takeover Offer, to accept, or
procure the acceptance of, the Takeover Offer) in respect of their own
beneficial holdings of Serinus Shares (or those Serinus Shares over which they
have control):
Name Total Number of Serinus Shares Percentage of Existing Issued Ordinary Share Capital
Jeffrey Auld 5,792,954 3.92%
Łukasz Rędziniak 702,000 0.47%
Jim Causgrove 290,000 0.20%
Total: 6,784,954 4.59%
These irrevocable undertakings also extend to any Serinus Shares acquired by
the Serinus Directors, pursuant to the Share Plans or otherwise.
These irrevocable undertakings given by the Serinus Directors will continue to
be binding in the event that an offer is made competing with the Acquisition.
The irrevocable undertakings given by Serinus Directors will cease to be
binding, inter alia:
· if the Scheme Document or Offer Document (as the
case may be) has not been posted within 28 days of the issue of this
Announcement (or such later date as the Panel may agree);
· on the date on which the Scheme or Takeover Offer
(as the case may be) is withdrawn or lapses in accordance with its terms;
· if Xtellus announces, with the consent of the
Panel, and before the Scheme Document is published, that it does not intend to
proceed with the Acquisition and no new, revised or replacement Scheme or
Takeover Offer is announced by Xtellus in accordance with Rule 2.7 of the
Takeover Code; or
· any competing offer for the Serinus Shares is
made which becomes or is declared unconditional (if implemented by way of
takeover offer) or otherwise becomes effective (if implemented by way of a
scheme of arrangement).
2. Serinus Shareholders
The following Serinus Shareholders have given irrevocable undertakings to vote
(or, where applicable, procure the voting) in favour of the Scheme at the
Court Meeting and the Resolutions at the General Meeting (or in the event that
the Acquisition is implemented by way of a Takeover Offer, to accept, or
procure the acceptance of, the Takeover Offer) in respect of their own
beneficial holdings of Serinus Shares (or those Serinus Shares over which they
have control):
Name Total Number of Serinus Shares Percentage of Existing Issued Ordinary Share Capital
Lampey Conway & Co LLC 13,193,642 8.93%
Raglan Road Capital 1,300,000 0.88%
Total: 14,493,642 9.81%
The irrevocable undertakings given by these Serinus Shareholders will continue
to be binding in the event that an offer is made competing with the
Acquisition.
The irrevocable undertakings given by these Serinus Shareholders will cease to
be binding, inter alia:
· if the Scheme Document or Offer Document (as the
case may be) has not been posted within 28 days of the issue of this
Announcement (or such later date as the Panel may agree);
· on the date on which the Scheme or Takeover Offer
(as the case may be) is withdrawn or lapses in accordance with its terms;
· if Xtellus announces, with the consent of the
Panel, and before the Scheme Document is published, that it does not intend to
proceed with the Acquisition and no new, revised or replacement Scheme or
Takeover Offer is announced by Xtellus in accordance with Rule 2.7 of the
Takeover Code; or
· any competing offer for the Serinus Shares is
made which becomes or is declared unconditional (if implemented by way of
takeover offer) or otherwise becomes effective (if implemented by way of a
scheme of arrangement).
Appendix 4
Definitions
The following definitions apply throughout this document unless the context
otherwise requires:
"Acquisition" the acquisition of the entire issued and to be issued ordinary share capital
of Serinus by Xtellus to be implemented by way of the Scheme or, should
Xtellus so elect (with the consent of the Panel and subject to the terms of
the Cooperation Agreement) by way of the Takeover Offer, and, where the
context admits, any subsequent revision, variation, extension or renewal
thereof
"Acquisition Price" 3.40 pence in cash per Serinus Share
"AIM" AIM, the market of that name operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange
"Announcement" this Announcement and its appendices
"Blocking Law" means: (i) any provision of Council Regulation (EC) No 2271/1996 of 22
November 1996 (or any law or regulation implementing such Regulation in any
member state of the European Union); or (ii) any provision of Council
Regulation (EC) No 2271/1996 of 22 November 1996, as it forms part of domestic
law of the United Kingdom by virtue of the European Union (Withdrawal) Act
2018
"Business Day" a day (other than a Saturday, Sunday, public or bank holiday in England or
Jersey) on which banks are generally open for business in London, England and
St. Helier, Jersey
"Closing Price" the closing middle market quotation of a share derived from the AIM Appendix
to the Daily Official List of the London Stock Exchange
"Chouech" has the meaning given to it in paragraph 7
"Combined Group" the Wider Xtellus Group as enlarged following the Acquisition becoming
Effective
"Conditions" the conditions to the Acquisition set out in Part A of Appendix 1 and to be
set out in the Scheme Document
"Cooperation Agreement" the cooperation agreement between Xtellus and Serinus dated the date of this
Announcement, as described in paragraph 13 of this Announcement
"Court" the Royal Court of Jersey
"Court Meeting" the meeting or meetings of Serinus Shareholders or any class or classes
thereof to be convened by an order of the Court under Article 125 of the
Jersey Companies Law, notice of which will be set out in the Scheme Document,
to consider and if thought fit sanction the Scheme (with or without amendment)
including any adjournment, postponement or reconvening thereof
"Court Order" the Act of the Court sanctioning the Scheme under Article 125 of the Jersey
Companies Law
"Court Sanction Hearing" the final hearing of the Court to sanction the Scheme under Article 125 of the
Jersey Companies Law
"Dealing Disclosure" has the meaning given in Rule 8 of the Takeover Code
"Serinus" Serinus Energy Plc, a company incorporated under the laws of Jersey, with
registered number 126344
"Serinus Articles" the articles of association of Serinus from time to time
"Serinus Board" the board of directors of Serinus
"Serinus Directors" the directors of Serinus as at the date of this Announcement
"Serinus Group" Serinus and its subsidiary undertakings and associated undertakings
"Serinus Shareholders" the holders of Serinus Shares from time to time
"Serinus Shares" the ordinary shares of no par value in the capital of Serinus
"Disclosed" the information which has been fairly disclosed: (i) in writing or orally in
meetings and calls prior to the date of this Announcement by or on behalf of
Serinus to Xtellus and/or its professional advisors including (without
limitation) via the virtual data room operated on behalf of Serinus in respect
of the Acquisition or via email; (ii) during the management presentations by
or on behalf of Serinus to Xtellus; (iii) in Serinus' published annual or half
year report and accounts published prior to the date of this Announcement;
(iv) in a public announcement by Serinus prior to the date of this
Announcement by way of any Regulatory Information Service; or (v) in this
Announcement
"Effective" or "completion of the Acquisition" means: (i) if the Acquisition is implemented by way of the Scheme, the Scheme
having become effective in accordance with its terms; or (ii) if the
Acquisition is implemented by way of a Takeover Offer, the Takeover Offer
having been declared or become wholly unconditional in accordance with the
requirements of the Takeover Code
"Effective Date" the date on which the Acquisition becomes Effective
"Excluded Shares" any Serinus Shares (i) registered in the name of, or beneficially owned by,
Xtellus or any other member of the Wider Xtellus Group or their respective
nominees or (ii) held in treasury by Serinus, in each case at the Scheme
Record Time
"FCA" the United Kingdom Financial Conduct Authority or any successor regulatory
authority
"Forms of Proxy" the forms of proxy in connection with the Court Meeting and the General
Meeting respectively, which shall accompany the Scheme Document
"General Meeting" the general meeting of the Serinus Shareholders including any adjournments
thereof (notice of which will be set out in the Scheme Document), to be
convened to consider and, if thought fit pass, inter alia, the Resolutions
"H&P" H&P Advisory Ltd, Xtellus' financial adviser in relation to the
Acquisition
"Jersey" the Bailiwick of Jersey
"Jersey Companies Law" the Companies (Jersey) Law 1991 (as amended)
"Latest Practicable Date" 21 March 2025
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 30 September 2025 2025, or such later date, if any, (a) as Xtellus and Serinus
may agree, or (b) (in a competitive situation) as may be specified by Xtellus
with the consent of the Panel, and in each case that (if so required) the
Court may allow
"Moftinu Gas Project" has the meaning given in paragraph 8
"Market Abuse Regulation" Regulation (EU) No 596/2014, as it forms part of domestic law of the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended from
time to time
"Offer Document" should the Acquisition be implemented by means of a Takeover Offer, the
document to be sent to Serinus Shareholders which will contain, amongst other
things, the terms and conditions of the Takeover Offer
"Opening Position Disclosure" an announcement containing details of interests or short positions in, or
rights to subscribe for, any relevant securities of a party to an offer if the
person concerned has such a position, as defined in Rule 8 of the Takeover
Code
"Overseas Shareholders" Serinus Shareholders who are resident in, ordinarily resident in, or citizens
of, jurisdictions outside the United Kingdom or Jersey
"Panel" the United Kingdom Panel on Takeovers and Mergers
"Petroleum Concession Agreement" means the Concession Agreement for Petroleum Exploration, Development and
Exploitation on E-IV - 5 Satu Mare Block with the Romanian state represented
by the National Agency for Mineral Resources, ratified by the Romanian
government through the G.D.No 1335/2004
"PFSA" Polish Financial Supervision Commission
"Registrar of Companies" the Jersey Financial Services Commission acting as the registrar of companies
in Jersey
"Regulatory Information Service" a primary information provider (as defined in the FCA's Handbook of Rules and
Guidance)
"Relevant Pension Plan" has the meaning given in paragraph 4.7(l) of Part A of Appendix 1
"Resolutions" such shareholder resolutions of Serinus as are necessary to approve, implement
and effect the Scheme and the Acquisition, including (without limitation) a
resolution to amend the articles of association of Serinus by the adoption of
a new article under which any Serinus Shares issued or transferred after the
General Meeting shall either be subject to the Scheme or (after the Effective
Date) shall be immediately transferred to Xtellus (or as it may direct) in
exchange for the same consideration as is due under the Scheme
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Acquisition is sent or made available to Serinus Shareholders in that
jurisdiction
"Scheme" or "Scheme of Arrangement" the scheme of arrangement proposed to be made under Article 125 of the Jersey
Companies Law between Serinus and the Scheme Shareholders to be set out in the
Scheme Document, with or subject to any modification, addition or condition
approved or imposed by the Court
"Scheme Document" the document to be sent to (amongst others) Serinus Shareholders containing,
inter alia, the full terms and conditions of the Scheme and details of the
Acquisition and convening the General Meeting and Court Meeting, including (as
the context requires) any supplemental circular or document to be published in
connection with such circular
"Scheme Record Time" the time and date to be specified as such in the Scheme Document, expected to
be 6.00 p.m. on the Business Day following the date of the Court Sanction
Hearing, or such other time as Xtellus and Serinus may agree
"Scheme Shares" (i) the Serinus Shares in issue at the date of the Scheme;
(ii) any Serinus Shares issued after the date of the Scheme and before the
Voting Record Time; and
(iii) any Serinus Shares issued at or after the Voting Record Time and before
the Scheme Record Time on terms that the holder thereof shall be bound by the
Scheme, or in respect of which the original or any subsequent holders thereof
shall have agreed in writing to be bound by the Scheme,
and in each case remaining in issue at the Scheme Record Time, but excluding
any Excluded Shares
"Scheme Shareholders" holders of Scheme Shares and a "Scheme Shareholder" shall mean any one of
those holders
"Share Plans" any equity incentive plan operated by Serinus or the Wider Serinus Group from
time to time for the benefit of their employees and/or consultants
"Shore Capital" Shore Capital Stockbrokers Ltd, Serinus' Nominated Adviser, Rule 3 adviser in
relation to the Acquisition and broker
"Takeover Code" the City Code on Takeovers and Mergers
"Takeover Offer" if the Acquisition is implemented by way of a takeover offer, the offer to be
made by or on behalf of Xtellus, or an associated undertaking thereof, to
acquire the entire issued and to be issued ordinary share capital of Serinus
including, where the context admits, any subsequent revision, variation,
extension or renewal of such offer
"Third Party" has the meaning given in paragraph 4.1 of Part A of Appendix 1
"Treasury Shares" shares held as treasury shares as defined in Article 58A of the Jersey
Companies Law
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"US" or "United States" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia
"US Exchange Act" the US Securities Exchange Act of 1934 (as amended)
"Voting Record Time" the time and date specified in the Scheme Document by reference to which
entitlement to vote at the Court Meeting will be determined, expected to be
6.30pm on the day which is two days (excluding non-working days) before the
date of the Court Meeting or if the Court Meeting is adjourned, 6.30pm on the
day which is two days (excluding non-working days) before such adjourned
meeting (where "working day" has the meaning given in the Jersey Companies
Law.
"VWAP" the volume weighted average price
"Wider Serinus Group" Serinus and its subsidiary undertakings, associated undertakings and any other
undertakings in which Serinus or such undertakings (aggregating their
interests) have a significant interest (in each case, from time to time) but
excluding the Wider Serinus Group
"Wider Xtellus Group" Xtellus and its subsidiary undertakings, associated undertakings and any other
undertaking in which Xtellus or such undertakings (aggregating their
interests) have a significant interest (in each case, from time to time) but
excluding the Wider Xtellus Group
"WSE" the Main Market of the Giełda Papierów Wartościowych w Warszawie, being the
Warsaw Stock Exchange
"Xtellus" Xtellus Capital Partners, Inc. a company incorporated under the laws of the
state of Delaware
"Xtellus Group" Xtellus and its subsidiary undertakings and associated undertakings
All references to GBP, pence, Sterling, Pounds, Pounds Sterling, p or £ are
to the lawful currency of the United Kingdom.
The terms "subsidiary undertakings" and "undertakings" have the meanings given
by the Companies Act 2006. The term "associated undertakings" has the meaning
given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies
and Groups (Accounts and Reports) Regulations 2008, other than paragraph
19(1)(b) of Schedule 6 to those regulations which shall be excluded for this
purpose. The term "significant interest" means a direct or indirect interest
in 20% or more of the total voting rights conferred by the equity share
capital (as defined in section 548 of the Companies Act 2006).
All references to statutory provision or law or to any order or regulation
shall be construed as a reference to that provision, law, order or regulation
as extended, modified, amended, replaced or re-enacted from time to time and
all statutory instruments, regulations and orders from time to time made
thereunder or deriving validity therefrom.
All the times referred to in this Announcement are London times unless
otherwise stated.
References to the singular include the plural and vice versa.
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