Completion of re-domiciliation transaction
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY SDX ENERGY PLC 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.
28 May 2019
SDX ENERGY PLC
("SDX UK")
and
SDX ENERGY INC.
("SDX Canada")
SDX UK and SDX Canada announce completion of the arrangement to facilitate
re-domicile of the SDX Group to the United Kingdom
SDX Energy plc and SDX Energy Inc. are pleased to announce that they have completed a re-domiciliation transaction under a statutory plan of arrangement (the "Arrangement") pursuant to which SDX UK has become the ultimate parent company of SDX Canada and its subsidiaries (collectively, the "Company").
Pursuant to the Arrangement, among other things, SDX UK acquired all of the issued and outstanding common shares in the capital of SDX Canada (the "SDX Canada Shares") in exchange for new ordinary shares in SDX UK ("SDX UK Shares") on a one-for-one basis. As a result of the Arrangement, SDX Canada has become a wholly-owned subsidiary of SDX UK. The SDX Canada Shares were delisted from the TSX Venture Exchange as of the close of business on 24 May 2019. The SDX Canada Shares will be cancelled from trading on the AIM market of the London Stock Exchange plc ("AIM") prior to the SDX UK Shares being admitted to trading on AIM which is expected to occur at 8.00 a.m. (London time) on 28 May 2019.
About SDX UK
SDX UK, an international oil and gas exploration, production and development company, headquartered in London, England, UK, with a principal focus on North Africa. In Egypt, SDX UK has a working interest in two producing assets (50% North West Gemsa & 50% Meseda) located onshore in the Eastern Desert, adjacent to the Gulf of Suez. In Morocco, SDX UK has a 75% working interest in the Sebou concession situated in the Rharb Basin. These producing assets are characterised by exceptionally low operating costs making them particularly resilient in a low oil price environment. SDX's portfolio also includes high impact exploration opportunities in both Egypt and Morocco.
For further information, please see the website of the Company at www.sdxenergy.com or the Company's filed documents at www.sedar.com.
For further information:
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SDX Energy plc Mark Reid Chief Financial Officer and Interim Chief Executive Officer Tel: +44 203 219 5640
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Stifel Nicolaus Europe Limited (Nominated Adviser and Joint Broker) Callum Stewart/Nicholas Rhodes/Ashton Clanfield Tel: +44 (0) 20 7710 7600
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Cantor Fitzgerald Europe (Joint Broker) David Porter Tel: +44 207 7894 7000
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GMP FirstEnergy (Joint Broker) Jonathan Wright Tel: +44 207 448 0200
Celicourt (PR) Mark Antelme/Jimmy Lea/Ollie Mills Tel: +44 207 520 9261
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Forward‐Looking Information
Certain statements contained in this press release may constitute "forward‐looking information" as such term is used in applicable Canadian securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or are not statements of historical fact should be viewed as forward-looking information. In particular, statements regarding the cancellation of the SDX Canada Shares on AIM; and the approval of the admission of the SDX UK Shares should be regarded as forward-looking information.
The forward-looking information contained in this document is based on certain assumptions and although management considers these assumptions to be reasonable based on information currently available to them, undue reliance should not be placed on the forward-looking information because the Company can give no assurances that they may prove to be correct. This includes, but is not limited to, assumptions related to, among other things, ability to obtain listing approvals.
All timing given in this announcement, unless stated otherwise is indicative and while the Company endeavors to provide accurate timing to the market, it cautions that due to the nature of its operations and reliance on third parties this is subject to change often at little or no notice. If there is a delay or change to any of the timings indicated in this announcement, SDX Canada and SDX UK shall update the market without delay.
Forward-looking information is subject to certain risks and uncertainties (both general and specific) that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward‐looking statements. Such risks and other factors include, but are not limited to political, social and other risks inherent in daily operations for the Company, risks associated with the industries in which the Company operates, such as: operational risks; delays or changes in plans with respect to growth projects or capital expenditures; costs and expenses; health, safety and environmental risks; commodity price, interest rate and exchange rate fluctuations; environmental risks; competition; ability to access sufficient capital from internal and external sources; and changes in legislation, including but not limited to tax laws and environmental regulations. Readers are cautioned that the foregoing list of risk factors is not exhaustive and are advised to reference SDX Canada's management information circular dated 8 April 2019 for a description of additional risks and uncertainties associated with the Arrangement and with the Company's business, including its exploration activities, which is available on the Company's SEDAR profile at www.sedar.com.
The forward‐looking information contained in this press release is as of the date hereof and the Company does not undertake any obligation to update publicly or to revise any of the included forward‐looking information, except as required by applicable law. The forward‐looking information contained herein is expressly qualified by this cautionary statement.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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