REMINDER: UNCLAIMED SHARES FROM 2019
19 April 2022
SDX ENERGY PLC ("SDX", the "Company" or the "Group")
REMINDER: UNCLAIMED SHARES FROM 2019 COURT APPROVED PLAN OF ARRANGEMENT
SDX Energy Plc (AIM: SDX), the MENA-focused energy company, reminds former registered shareholders in SDX Energy Inc ("SDX Canada") prior to the court approved plan of arrangement in 2019 that for those who have not already done so, the deadline for submitting letters of transmittal to claim their shares in SDX UK (as defined below) expires on 27 May 2022.
Background
SDX UK announced on 17 May 2019 that shareholders in SDX Canada voted in favour of all items of business brought before them at the Company's annual and special meeting of shareholders (the "Meeting") on 17 May 2019. At the Meeting, amongst other things, the shareholders of SDX Canada approved the re-domiciliation of SDX Canada to the United Kingdom pursuant to a court-approved plan of arrangement under the Canada Business Corporations Act (the "Arrangement") with SDX Energy plc ("SDX UK"). The details of the proposed arrangement was shared with the shareholders within the management information circular dated 8 April 2019 (the "Circular").
SDX UK acquired all of the issued and outstanding common shares in the capital of the SDX Canada (the "SDX Canada Shares") in exchange for new ordinary shares in SDX UK ("SDX UK Shares") on a one-for-one basis and as a result, on closing of the Arrangement, SDX UK became the ultimate parent company of SDX Canada and its subsidiaries.
Registered holders of SDX Canada Shares were encouraged to complete and return an enclosed Letter of Transmittal (the "Letter of Transmittal") together with the certificates representing their SDX Canada Shares to TSX Trust Company (the "Depositary"). Further to this, a small minority of former registered SDX Canada Shareholders failed to submit a Letter of Transmittal in accordance with the Circular ("Non Claiming Shareholder"). The SDX UK Shares to which Non Claiming Shareholders would otherwise be entitled ("Unclaimed SDX UK Shares") have been held on trust by Link Corporate Trustees (UK) Limited (the "Trustee") pursuant to a trust deed ("Trust Deed") since May 2019.
As advised at the time and in accordance with the terms of Arrangement approved by the SDX Canada shareholders and the court, under the terms of the Trust Deed, the Trustee will hold the Unclaimed SDX UK Shares on trust for the Non Claiming Shareholder until 27 May 2022. In the event that a Non-Claiming Shareholder does not lodge a Letter of Transmittal duly completed to the Depositary on or before 27 May 2022, any entitlement of that Non-Claiming Shareholder to its Unclaimed SDX UK Shares shall lapse, and such Unclaimed SDX UK Shares will be transferred by the Trustee for the benefit of SDX UK.
It is emphasised that it was only registered holders of SDX Canada Shares who were required to submit a letter of transmittal themselves. Non registered shareholders whose SDX Canada Shares were registered in the name of a broker, investment dealer, bank, trust company or other nominee were urged to contact such person to arrange for the deposit of their SDX Canada Shares in exchange for SDX UK Shares.
Any Non Claiming Shareholders, should complete and return the Letter of Transmittal, together with the certificate representing their SDX Canada Shares to TSX Trust Company, at 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1, Attention: Corporate Actions on or before 27 May 2022.
As set out in the letter of transmittal any questions and requests for assistance may be directed by registered shareholders of SDX Canada Shares to the Depositary, TSX Trust Company, Tel: +1 416-342-1091 or North American Toll Free: +1-866-600-5869 or by email to: TSXTIS@tmx.com.
About SDX
SDX is an international oil and gas exploration, production, and development company, headquartered in London, United Kingdom, with a principal focus on MENA. In Egypt, SDX has a working interest in two producing assets: a 36.9% operated interest in the South Disouq and Ibn Yunus gas fields and a 67.0% operated interest in the Ibn Yunus North gas field in the Nile Delta and a 50% non-operated interest in the West Gharib concession, which is located onshore in the Eastern Desert, adjacent to the Gulf of Suez. In Morocco, SDX has a 75% working interest in four development/production concessions, all situated in the Gharb Basin. The producing assets in Morocco are characterised by attractive gas prices and exceptionally low operating costs. SDX has a strong weighting of fixed price gas assets in its portfolio with low operating costs and attractive margins throughout, providing resilience in a low commodity price environment. SDX's portfolio also includes high impact exploration opportunities in both Egypt and Morocco.
For further information, please see the Company's website at www.sdxenergygroup.com or the Company's filed documents at www.sedar.com .
For further information:
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SDX Energy Plc Mark Reid Chief Executive Officer Tel: +44 203 219 5640
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Stifel Nicolaus Europe Limited (Nominated Adviser and Broker) Callum Stewart Jason Grossman Ashton Clanfield Tel: +44 (0) 20 7710 7600 |
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Camarco (PR) Billy Clegg Owen Roberts Violet Wilson Tel: +44 (0) 203 757 4980
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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 future date until which the Trustee will hold the Unclaimed SDX UK Shares for the benefit of the Non Claiming Shareholders; any subsequent lapse of the Non Claiming Shareholders' entitlement to the Unclaimed SDX UK Shares; and the future treatment of the Unclaimed SDX UK Shares following such lapse 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 SDX can give no assurances that they may prove to be correct. This includes, but is not limited to, assumptions related to, among other things, commodity prices and interest and foreign exchange rates; planned synergies, capital efficiencies and cost - savings; applicable tax laws; future production rates; receipt of necessary permits; the sufficiency of budgeted capital expenditures in carrying out planned activities, and the availability and cost of labour and services.
All timing given in this announcement, unless stated otherwise, is indicative, and while the Company endeavours 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, the Company 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; permitting risks; the 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 refer to the Principal Risks & Uncertainties section of SDX's Annual Report for the year ended 31 December 2021, which can be found on SDX's SEDAR profile at www.sedar.com , for a description of additional risks and uncertainties associated with SDX's business.
The forward-looking information contained in this press release is as of the date hereof and SDX 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.
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