Proposed Cancellation of Listing

Scirocco Energy PLC

17 April 2024

 

17 April 2024

Scirocco Energy plc

("Scirocco Energy" or "the Company")

Proposed cancellation of admission to trading on AIM

Scirocco Energy (AIM: SCIR), the AIM investing company targeting attractive assets within the European sustainable energy and circular economy markets, announces that it will today be posting a Circular to Shareholders, along with accompanying Notice of General Meeting, Form of Proxy and draft new articles of association, associated with the General Meeting to vote on the issues relating to the cancellation from trading on AIM, re-registration as a private company and adoption of new articles of association.

These items comprise the process required to return cash to shareholders via a Members' Voluntary Liquidation ("MVL") as mandated by shareholders at the recent general meeting held on 19 March 2024. Further information on such process is contained in the below circular extract, and within the Circular. Shareholders are encouraged to read the Circular in full.

The Circular, and accompanying Notice of General Meeting and Form of Proxy, can be accessed via the following link on the Company's website: https://www.sciroccoenergy.com/investors/shareholder-information/

The General Meeting will be held at 10am on 7 May 2024 at the offices of Buchanan Communications, 107 Cheapside, London EC2V 6DN

Key extracts from the circular are set out below.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS⁽¹⁾⁽²⁾

Announcement of the Proposals and posting  of this Circular and the Form of Proxy	17 April 2024
Latest time and date for receipt of online proxy votes or completed Forms of Proxy in respect of the General Meeting	10 a.m. on 2 May 2024
General Meeting	10 a.m. on 7 May 2024
Expected  final day of trading on AIM for the Existing Ordinary Shares	16 May 2024
Expected time and date of Cancellation(3)	7 a.m. on 17 May 2024
Expected date of Re-registration(4)	By 20 May 2024
Matched bargain facility for Ordinary Shares commences	20 May 2024
Expected timing for further general meeting to be held to approve entering MVL	end June

Notes:

(1)   All of the times referred to in this Circular refer to London time, unless otherwise stated.

(2)   Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and dates will be notified to Shareholders by an announcement through a Regulatory Information Service and/or the Company's website.

(3)   The Cancellation requires the approval of not less than 75 per cent. of the votes cast by Shareholders at the General Meeting.

(4)   The Re-registration requires the approval of not less than 75 per cent. of the votes cast by Shareholders at the General Meeting.

DEFINITIONS

The following definitions apply throughout this Circular, unless the context requires otherwise:

"AIM"                                                                 AIM, the market operated by the London Stock Exchange

"AIM Rules"                                                      the rules and guidance for companies whose shares are admitted to trading on AIM entitled "AIM Rules for Companies" published by the London Stock Exchange, as amended from time to time

"Business Day"                                                 a day (excluding Saturday, Sunday and public holidays in England and Wales) on which banks are generally open for business in London for the transaction of normal banking business

"Cancellation"                                                  the cancellation of admission of the Ordinary Shares to trading on AIM, subject to passing of the Cancellation Resolution and in accordance with Rule 41 of the AIM Rules

"Cancellation Resolution"                              Resolution number 1 to be proposed at the General Meeting

"Circular"                                                           this document, containing information about the Cancellation, Re-registration, adoption of New Articles and the General Meeting

"Company" or "Scirocco"                                Scirocco Energy plc, a company incorporated in England and Wales with Registered Number 05542880

"CREST"                                                              the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations)

"CREST Manual"                                               the rules governing the operation of CREST, as published by Euroclear

"CREST member"                                            a person who has been admitted by Euroclear as a system-member (as defined in the CREST Regulations)

"CREST participant"                                        a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations)

"CREST Regulations"                                        the Uncertificated Securities Regulations 2001 (S.I. 2001 No 3755) (as amended), and any applicable rules made thereunder

"CREST sponsor"                                              a CREST participant admitted to CREST as a CREST sponsor

"Directors" or "Board"                                    the directors of the Company, whose names are set out on page 6 of this document

"Disclosure Guidance and                              the disclosure rules and transparency rules made by the UK

Transparency Rules"                                       Financial Conduct Authority pursuant to section 73A of FSMA

"Euroclear"                                                       Euroclear UK & International Limited

"Existing Ordinary Shares"                             the existing issued ordinary shares of 0.2p each in the capital of the Company as at the Record Date

"FID Payment"                                                US$3 million payable upon final investment decision being taken by the parties to the Ruvuma Asset Production Sharing Agreement or the JOA as the case may be

"Form of Proxy"                                              the form of proxy for use at the General Meeting

"General Meeting"                                          the General Meeting of the Company convened for 10 a.m. on 7 May 2024 and any adjournment thereof, notice of which is set out in Part IV of this Circular

"London Stock Exchange"                              London Stock Exchange plc

"New Articles"                                                 the new articles of association of the Company to be adopted following the passing of Resolution number 2 to be proposed at the General Meeting

"Notice of General Meeting" or                   the notice of General Meeting which is set out in Part IV of

"Notice"                                                            this Circular

"Ordinary Shares"                                                ordinary shares of 0.2p each in the capital of the Company

"Panel"                                                              the Panel on Takeovers and Mergers

"Proposals"                                                       together, the adoption of the New Articles, Cancellation and Re-registration

"Proxy Deadline"                                             10 a.m. on the 2 May 2024 of the General Meeting

"Registrars"                                                      Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX

"Regulatory Information Service"                has the meaning given to it in the AIM Rules

"Re-registration"                                                 the re-registration of the Company as a private limited company and the consequential adoption of the New Articles

"Re-registration Resolution"                         Resolution number 2 to be proposed at the General Meeting

"Resolutions"                                                   the resolutions to be proposed at the General Meeting in the form set out in the Notice (and each of which shall be a "Resolution")

"Shareholders"                                                holders of Ordinary Shares from time to time and "Shareholder" means any one of them

"Strand Hanson"                                              Strand Hanson Limited, the Company's nominated adviser

"Takeover Code"                                             the City Code on Takeovers and Mergers

"UK MAR"                                                         Regulation (EU) (No 596/2014) of the European Parliament and of the Council of 16 April 2014 on market abuse to the extent that it forms part of the domestic law of the United Kingdom including by virtue of the European Union (Withdrawal) Act 2018 (as amended by virtue of the European Union (Withdrawal Agreement) Act 2020)

"United Kingdom"                                               the United Kingdom of Great Britain and Northern Ireland A reference to "£" is to pounds sterling, being the lawful currency of the UK.

LETTER FROM THE CHAIRMAN OF SCIROCCO ENERGY PLC

1.       Introduction

As announced by the Company today, the Board has concluded that it is in the best interests of the Company and its Shareholders to propose the cancellation of the admission of the Company's Ordinary Shares to trading on AIM. Pursuant to Rule 41 of the AIM Rules, the Company (through its nominated adviser, Strand Hanson) has notified the London Stock Exchange of the date of the proposed Cancellation.

The Cancellation is conditional, pursuant to Rule 41 of the AIM Rules, upon the approval of not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting, notice of which is set out in Part IV of this Circular.

The Directors have also concluded that it is in the best interests of the Company and its Shareholders for the Company to re-register as a private company and adopt the New Articles to reflect the change from a public company to a private limited company with effect from the Cancellation. The Re-registration and adoption of New Articles are conditional upon the Cancellation becoming effective and the approval of not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting.

The Company is therefore seeking Shareholders' approval of the Proposals at the General Meeting which has been convened for 10 a.m. on 7 May 2024 at the offices of Buchanan Communications, 107 Cheapside, London EC2V 6DN.

The purpose of this Circular is to:

(a)        provide you with the information on the background to and reasons for the Proposals, explain the consequences of the Cancellation and the Re-registration and why the Directors unanimously consider the Proposals to be in the best interests of the Company and its Shareholders as a whole; and

(b)        seek Shareholders' approval for the Resolutions. The Notice of the General Meeting is set out in Part IV of this Circular.

2.       Background and reasons for Cancellation

As announced by the Company today, the Directors have conducted a careful review of the benefits and drawbacks to the Company and Shareholders in retaining the Company's quotation on AIM and believe that the Cancellation is in the best interests of the Company and the Shareholders as a whole.

In reaching this conclusion, the Board has consulted certain Shareholders and has considered the following key factors amongst others:

(a)        Interim Step towards members voluntary liquidation: At the General Meeting convened on 19 March 2024 Shareholders voted in favour of the resolution to "Put in place a strategy to distribute cash to shareholders…". As a result, the Board has progressed a series of workstreams with the intention of placing the Company into a Members Voluntary Liquidation ("MVL") in order to distribute cash to Shareholders in accordance with the outcome of the 19 March 2024 general meeting. To facilitate this process, the Company would be required to cancel its quotation on AIM.

(b)        Costs and Regulatory Burden: The considerable cost and management time and the legal and regulatory burden associated with maintaining the Company's admission to trading on AIM are, in the Board's opinion, disproportionate to the benefits of the Company's continued admission to trading on AIM particularly in the context of the proposals being considered around the MVL. Given the lower costs associated with unlisted company status, it is estimated that the Cancellation will materially reduce the Company's recurring administrative and adviser costs by at least £250,000 per annum, with estimated savings prior to entering MVL of c. £100,000.  A significant proportion of such cost savings would relate to the removal of the requirement to produce audited annual accounts for the year ended 31 December 2023 by June 2024 pursuant to the requirement of the AIM Rules. Instead, the Company will be required to only produce Cessation accounts as part of the pre-liquidation process.

(c)        Fiduciary Duties and Governance: Even after the Cancellation and until the Company enters MVL, the Board will remain subject to the fiduciary duties as set out in the Companies Act 2006, and is committed to suitable corporate governance procedures for the protection of all Shareholders; and

(d)        Future Trading of Shares until MVL: The Board believes that it can make satisfactory arrangements for Shareholders to freely transfer their Ordinary Shares for a period following the Cancellation until the point the Company enters MVL via an auction-based secondary market trading facility (see paragraph 7 of this Part for further details)

Therefore, following careful consideration, and in particular as a result of the 19 March 2024 general meeting, the Board believes that it is in the best interests of the Company and Shareholders to seek the proposed Cancellation at the earliest opportunity in line with AIM Rule 41, along with Re-registration and associated adoption of the New Articles.

3.       Process for, and principal effects of, the Cancellation

The Directors are aware that certain Shareholders may be unable or unwilling to hold Ordinary Shares in the event that the Cancellation is approved and becomes effective. Such Shareholders should consider selling their interests in the market prior to the Cancellation becoming effective.

Under the AIM Rules, the Company is required to give at least 20 clear Business Days' notice of Cancellation. Additionally, Cancellation will not take effect until at least five clear Business Days have passed following the passing of the Cancellation Resolution.

If the Cancellation Resolution is passed at the General Meeting, it is proposed that the last day of trading in Ordinary Shares on AIM will be 16 May 2024 and that the Cancellation will take effect at 7 a.m. on 17 May 2024.

The principal effects of the Cancellation will be that:

(a)        there will no longer be a formal market mechanism enabling Shareholders to trade their Ordinary Shares on AIM (or any other recognised market or trading exchange);

(b)        however, the Board intends to ensure that Ordinary Shares will remain freely transferable and an auction-based secondary market trading facility is intended to be set up for a period following Cancellation until the point in time the Company enters MVL. Notwithstanding this, the Ordinary Shares may be more difficult to sell compared to shares of companies traded on AIM. It is possible that, following the publication of this Circular, the liquidity and marketability of the Ordinary Shares is reduced and their value adversely affected (however, the Directors believe that the existing liquidity in the Ordinary Shares is in any event limited);

(c)        it may be more difficult for Shareholders to determine the market value of their investment in the Company at any given time;

(d)        the Company will no longer be subject to the AIM Rules and, accordingly, Shareholders will no longer be afforded the protections given by the AIM Rules. In particular, the Company will not be bound to:

·    make any public announcements of material events, or to announce interim or final results;

·    comply with any of the corporate governance practices applicable to AIM companies;

·    announce substantial transactions and related party transactions; or

·    comply with the requirement to obtain shareholder approval for reverse takeovers and fundamental changes in the Company's business;

(e)        the Company will no longer be subject to UK MAR regulating inside information and other matters;

(f)         the Company will no longer be required to publicly disclose any change in major shareholdings in the Company under the Disclosure Guidance and Transparency Rules;

(g)        the Company will cease to retain a nominated adviser and broker;

(h)        whilst the Company's CREST facility will remain in place immediately following the Cancellation the Company's CREST facility may be cancelled in the future and, although the Ordinary Shares will remain transferable, they may cease to be transferable through CREST (in which case, Shareholders who hold Ordinary Shares in CREST will receive share certificates);

(i)         stamp duty will be due on transfers of shares and agreements to transfer shares unless a relevant exemption or relief applies to a particular transfer;

(j)         the Cancellation and Re-registration may have personal taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser;

(k)        as a company incorporated in England and Wales, the Company will continue to be subject to the requirements of the Companies Act 2006; and

(l)         details of the application of the Takeover Code, which will continue to apply to the Company following the Cancellation, are set out in Part III.

The above considerations are not exhaustive, and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them and their shareholding in the Company.

The Company currently intends that it will continue to provide certain facilities and services to Shareholders that they currently enjoy as shareholders of an AIM company following the proposed Cancellation up to the point when the Company enters MVL. It is intended that the Company will continue to:

(a)        communicate information about the Company (including annual accounts) to its Shareholders, as required by law; and

(b)        maintain its website and to post updates on the website from time to time, although Shareholders should be aware that there will be no obligation on the Company to include all of the information required under AIM Rule 26 or to update the website as required by the AIM Rules.

4.       Re-registration

Following the proposed Cancellation, the Board believes that the requirements and associated costs of the Company maintaining its public company status will be difficult to justify and that the Company will benefit from the more flexible requirements and lower overhead costs associated with private limited company status. It is therefore proposed to re-register the Company as a private limited company.

In connection with the Re-registration, it is proposed that the New Articles be adopted to reflect the change in the Company's status to a private limited company. The principal effects of the adoption of the New Articles on the rights and obligations of Shareholders and the Company are summarised in Part II of this Circular.

A comparison of the New Articles against the Company's existing Articles of Association is available on the Company's website and the New Articles themselves are included as Appendix 1 to this document.

Subject to and conditional upon the Cancellation and the passing of the Re-registration Resolution, application will be made to the Registrar of Companies for the Company to be re-registered as a private limited company. Re-registration will take effect when the Registrar of Companies issues a certificate of incorporation on Re-registration. The Registrar of Companies will not issue the certificate of incorporation on Re-registration until the Registrar of Companies is satisfied that no valid application can be made to cancel the resolution to re-register as a private limited company.

If the Cancellation Resolution and the Re-registration Resolution are passed at the General Meeting and the Registrar of Companies issues a certificate of incorporation on Re-registration, it is anticipated that the Re-registration will become effective by 20 May 2024.

5.       Process for Cancellation and Re-registration

Under the AIM Rules, it is a requirement that Cancellation must be approved by not less than 75 per cent. of votes cast by shareholders at a general meeting. Accordingly, the Notice of General Meeting set out in Part IV of this Circular contains a special resolution (Resolution number 1) to approve the Cancellation.

Furthermore, Rule 41 of the AIM Rules requires any AIM company that wishes the London Stock Exchange to cancel the admission of its shares to trading on AIM to notify shareholders and to separately inform the London Stock Exchange of its preferred cancellation date at least 20 Business Days prior to such date. In accordance with AIM Rule 41, the Directors (through the Company's nominated adviser, Strand Hanson) have notified the London Stock Exchange of the Company's intention, subject to the Cancellation Resolution being passed at the General Meeting, to cancel the Company's admission of the Ordinary Shares to trading on AIM on 17 May 2024.

Under the Companies Act 2006, it is a requirement that re-registration and adoption of new articles of association must be approved by not less than 75 per cent. of votes cast by shareholders at a general meeting. Accordingly, the Notice set out in Part IV of this Circular contains a special resolution (Resolution number 2) to approve the Re-registration and adoption of the New Articles.

6.       Transactions in the Ordinary Shares following the proposed Cancellation

Shareholders should note that they are able to trade in the Ordinary Shares on AIM prior to the Cancellation. If Shareholders approve the Cancellation, it is anticipated that the last day of dealings in the Ordinary Shares on AIM will be 16 May 2024.

The Board is aware that the proposed Cancellation, should it be approved by Shareholders at the General Meeting, would make it more difficult to buy and sell Ordinary Shares in the Company following the Cancellation. Therefore, the Company intends to arrange a secondary market trading facility to assist Shareholders to trade in the Ordinary Shares, and this will be put in place from the day of Cancellation.

7.       Secondary market trading facility

A number of advisers are capable of providing the secondary market trading facility and the Company will update Shareholders in due course regarding the selected service provider and the operational mechanics of the selected scheme. This facility will allow existing shareholders of the Company, and new investors, to trade Ordinary Shares by matching buyers and sellers through periodic auctions. Providers typically operate an open auction system where volumes of bids and offers at different prices are displayed on their website together with the closing date of the auction. At the end of each auction period the provider would match buyers and sellers.

Shareholders will continue to be able to hold their shares in uncertificated form (i.e. in CREST) until the Company enters the anticipated MVL. Shareholders should check with their existing stockbroker whether they are willing or able to trade in unquoted shares.

Should the Cancellation become effective and the Company put in place the secondary market trading facility, details will be made available to Shareholders on the Company's website at (https://www.sciroccoenergy.com/) and directly by letter or e-mail (where appropriate).

8.       Takeover Code

Notwithstanding the Cancellation and Re-registration, under the Takeover Code the Company will continue to be subject to its terms for a period of 10 years following the Cancellation (subject to the Re-registration occurring). However, the Takeover Code may cease to apply earlier if a majority of the Directors cease to be resident in the UK, Channel Islands or Isle of Man.

Following the expiry of the 10 year period from the date of the Cancellation (subject to the Re-registration occurring), or such other date on which the Takeover Code ceases to apply to the Company, the Company will no longer be subject to the provisions of the Takeover Code. A summary of the protections afforded to Shareholders by the Takeover Code which will be lost is set out in Part III of this Circular. Protections include the requirement for a mandatory cash offer to be made if either:

·           a person acquires an interest in shares which, when taken together with the shares in which persons acting in concert with it are interested, increases the percentage of shares carrying voting rights in which it is interested to 30 per cent. or more; or

·           a person, together with persons acting in concert with it, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of a company but does not hold shares carrying more than 50 per cent. of such voting rights and such person, or any person acting in concert with it, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which it is interested.

Rule 9 of the Takeover Code further provides that where any person, together with persons acting in concert with him, holds over 50 per cent. of the voting rights of a company to which the Takeover Code applies and acquires additional shares which carry voting rights, then that person will not generally be required to make a general offer to the other shareholders to acquire the balance of the shares not held by that person or his concert parties.

Before giving your consent to the Cancellation and Re-registration, you may want to take independent professional advice from an appropriate independent financial adviser.

9.       The proposed return of funds to shareholders

The Board has actively considered a number of pathways to distribute cash to Shareholders since Q2 2023. After taking advice from legal and accounting advisers and reviewing various paths, the Board identified that the most efficient method to distribute all cash to Shareholders would be to follow a solvent Members' Voluntary Liquidation ("MVL"). This would be a terminal pathway for the Company and would preclude re-tasking the Company and its listing for other purposes as the Directors would hand over control of the Company to a liquidator.

The Board has received proposals from advisers able to support the process which allowed it to estimate the total distributable value based on the cash on hand, estimated costs and expected receivables from outstanding Ruvuma contingent payments.

Based on the expected receivables and taking account of costs associated with the MVL process, estimated to be c. £350k, the unrisked estimated distribution to Shareholders is c. 1.1 - 1.2 pence per share. Distributions would likely occur over the period 2024 - 2026 (and potentially 2027 depending on the delivery and rate of production from Ruvuma). It should be noted that the receipt of the FID Payment, which has already been delayed and is now expected in Q2 2024 albeit with no guarantee, would be required to support a material initial distribution, given that the FID Payment equates to c. 0.26 pence per share. Subsequent distributions would depend on receipt of revenue share payments which are not expected until 2025 or 2026 (tied to first gas sales of a Ruvuma development).

Implementing a MVL would involve a number of workstreams incurring professional fees and the following steps:

a)     Pre-liquidation preparation, which will begin immediately, including preparation of pre-liquidation accounts - estimated to take 2-3 months. It should be noted that until Kiliwani North can be divested, a liquidator would retain sufficient funds to meet the liability (estimated to be c. £250,000) which could delay and/or limit the level of any initial distribution;

b)    Subject to approval of the Resolutions at the General Meeting and consequent implementation of the Proposals, the Company will look to call a further general meeting (as a private company) including issuing a circular proposing the commencement of the MVL and setting out all relevant information in respect of it;

c)     The above mentioned further general meeting to approve the MVL, which would require special resolutions to be approved by a majority of 75% of those voting. The Board expects to hold such general meeting in late Q2/early Q3 this year; and

d)    Assuming approval by Shareholders, the Company would enter liquidation proceedings immediately thereafter.

It should be noted that, whilst it is the Board's strong intention, there is no guarantee that the general meeting to approve the commencement of the MVL will be called, nor that such general meeting will be held. As such, Shareholders should be aware that approving the Cancellation does not guarantee entry into the MVL.

Shareholders should be aware that timing of any distributions pursuant to the MVL - which are not guaranteed - will depend on a number of factors, most predominantly the development of the Ruvuma asset (in line with the expected plan of its owners which the Company has no control over), and will be at the discretion of the liquidator, if the Company enters an MVL.

Given the costs associated with the MVL and settlement of the Kiliwani North liability is expected to consume a significant part of the Company's existing cash, the source of cash for distribution will predominantly comprise of the contingent consideration elements from the Company's sale of its interest in Ruvuma as previously described by the Company and up to £150,000 payable in the event of the completion of certain acquisitions of Anaerobic Digestion plants by EAG. These contingent payments are not guaranteed as they are linked to events which are out with the control of Scirocco and their timing is uncertain.

10.     Taxation

Upon receipt of any capital distribution in the course of the liquidation of the Company, Shareholders will be treated as making a part disposal of their Ordinary Shares for consideration equal to the amount of any cash received.

For a UK tax-resident individual this will give rise to a capital gain or capital loss on the difference between the amount of the consideration received, less the determined amount of cost attributable to this partial disposal of their parcel of Ordinary Shares. In the event of a capital gain, to the extent there are no offsetting capital losses, Capital Gains Tax will be payable at a rate of 20% of that gain. The tax due on capital distributions received before 5 April 2025 will become payable on 31 January 2026 and should be reported to HM Revenue & Customs through a Self Assessment Tax Return. In the event of a capital loss, this will normally be available to reduce any other capital gain of the same year or be available to carry forward indefinitely against future capital gains.

A UK tax-resident company will include any distribution it receives from the liquidation as part of its taxable profits for the accounting period the distribution is received in; the distribution being a capital gain for the company. Assuming the company is profitable, it will pay Corporation Tax on the Capital Gains at its marginal rate 9 months after the end of the accounting period in which the distribution is received. Similarly, a capital loss arising on the distribution may be carried forward and offset against future capital gains or alternatively, it will be available to reduce any capital gains the company has received in the same accounting period with any balance being carried forward.

Non-UK resident investors will be subject to the rules prevailing in their respective tax jurisdictions.

This information is provided for general guidance only and should not be construed as comprising taxation advice. Shareholders should seek tax advice on their own particular circumstances from appropriate professional advisors.

11.     Adoption of new articles of association

The Company also proposes to adopt new articles of association as set out above and as summarised in Part II.

A comparison of the New Articles against the Company's existing Articles of Association is available on the Company's website and the New Articles themselves are included as Appendix 1 to this document.

The Resolutions include a special resolution to adopt the new articles of association (Resolution 2).

12.     General Meeting

The General Meeting will be held at the offices of Buchanan Communications, 107 Cheapside, London EC2V 6DN commencing at 10 a.m. on 7 May 2024. The resolutions to be proposed at the General Meeting are as follows:

(a)        a special resolution to approve the Cancellation (Resolution 1); and

(b)        a special resolution to approve the Re-registration and adoption of the New Articles (Resolution 2). Resolution 2 will be subject to and conditional upon the Cancellation becoming effective.

13.     Action to be taken

Voting on all resolutions can be done by completing a proxy appointment form appointing the 'Chair of the General Meeting' as your proxy. All valid proxy votes to be exercised by the 'Chair of the General Meeting' will also be included in any vote taken at the General Meeting.

Shareholders will find enclosed a Form of Proxy for use at the General Meeting. The Form of Proxy should be completed and delivered in accordance with the instructions printed on it to Share Registrars Limited in hard copy to 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX as soon as possible and in any event to be received by Share Registrars Limited not later than 10 a.m. on 2 May 2024.

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual.

CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with CRESTCO Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual.

The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent 7RA36 by the latest time(s) for receipt of proxy appointments specified above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that CRESTCo Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of CREST by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

14.     Recommendation

For the reasons noted above, the Directors consider that the Resolutions to be put to the meeting are in the best interests of the Company and its Shareholders as a whole and therefore unanimously recommend that you vote in favour of all of the Resolutions to be proposed at the General Meeting, as the Directors intend to do in respect of their Ordinary Shares in the Company, representing approximately 2.7 per cent. (%) of the Company's issued share capital as of the date of this Circular.

Yours faithfully,

Alastair Ferguson

Non-Executive Chairman

For further information:

Scirocco Energy plc Tom Reynolds, CEO	[phone]
Strand Hanson Limited, Nominated Adviser and Broker Ritchie Balmer / James Spinney / Robert Collins	[phone]
Buchanan, Financial PR Ben Romney / Barry Archer / George Pope	[phone]

Inside Information

The information contained within this announcement is deemed by Scirocco to constitute inside information as stipulated under the Market Abuse Regulation (EU) no. 596/2014 ("MAR"). On the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.

 

END