Replacement: Results of Court Meeting and GM
The following amendment has been made to the "Results of Court Meeting and General Meeting and Lapsing of the Scheme" announcement released 29 July 2022 at 14:19 under RNS No. 3086U.
The original announcement incorrectly stated that the percentage of voting scheme shareholders at the court meeting was 13.29% for, 10.49% against and 23.78% in total. It should have stated that the percentage was 55.88% for, 44.12% against and 100% in total.
All other details remain unchanged. The full amended text is shown below.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL OR CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER 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 AS AMENDED.
FOR IMMEDIATE RELEASE
29 July 2022
RECOMMENDED ALL-SHARE COMBINATION WITH CASH ALTERNATIVE
between
Tenaz Energy Corp. ("Tenaz")
and
SDX Energy plc ("SDX")
to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006
Results of Court Meeting and General Meeting and Lapsing of the Scheme
On 25 May 2022, the boards of SDX and Tenaz announced that they had reached agreement on the terms of a recommended share-for-share combination pursuant to which Tenaz would acquire the entire issued ordinary share capital of SDX (the "Combination") which was proposed to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). On 30 June 2022, Tenaz announced the introduction of a cash alternative that was made available under the terms of the Combination, through which shareholders of SDX could elect to receive cash instead of some or all of the share consideration to which they would otherwise be entitled to under the terms of the Combination.
Earlier today, SDX convened the Court Meeting and General Meeting in connection with the Combination. The total votes in favour of the resolutions were 48.30% at the Court Meeting and 54.27% at the General Meeting, which were below the minimum threshold (75% of those shares voted) needed to approve the resolutions.
Accordingly, certain of the conditions of the Scheme were not satisfied and, consequently, the Combination has been terminated and the Scheme has lapsed. As a result, no Court Hearing to sanction the Scheme will be held and SDX is no longer in an offer period as defined by the City Code on Takeovers and Mergers.
Voting Results of the Court Meeting
The table below sets out the results of the poll at the Court Meeting. Each Scheme Shareholder, present in person or by proxy, was entitled to one vote per Scheme Share held at the Voting Record Time.
|
Results of Court Meeting |
No. of Scheme Shares voted as a percentage of the total Scheme Shares* |
Number of Scheme Shareholders who voted |
Percentage of voting Scheme Shareholders* |
Number of Scheme Shares voted |
Percentage of Scheme Shares which were voted |
|
For |
20.18% |
19 |
55.88% |
41,281,230 |
48.30% |
|
Against |
21.60% |
15 |
44.12% |
44,187,084 |
51.70% |
|
Total |
41.78% |
34 |
100% |
85,468,314 |
100% |
* Rounded to two decimal places
Voting Results of the General Meeting
|
The table below sets out the results of the poll at the General Meeting. Each SDX Shareholder, present in person or by proxy, was entitled to one vote per SDX Share held at the Voting Record Time. |
Total votes validly cast |
Total votes validly cast as a percentage of the issued share capital* |
Number of votes "for" |
Percentage of votes validly cast "for"* |
Number of votes against |
Percentage of votes validly cast against* |
Votes withheld** |
|
Special Resolution approving implementation of the Scheme and amendment to articles of association |
91,902,890 |
44.93% |
49,878,987 |
54.27% |
42,023,903 |
45.73% |
11,509,915 |
* Rounded to two decimal places
** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' the Special Resolution.
The total number of SDX Shares in issue at the Voting Record Time was 204,563,045, none of which were held in treasury. Consequently, the total voting rights in the Company at the Voting Record Time were 204,563,045.
Prior to the Shareholder Meetings, the Company received an enquiry from the Alberta Securities Commission (the "ASC") seeking confirmation that security holders in Canada beneficially own more than 10% of the outstanding voting securities of SDX, and that SDX is not a designated foreign issuer under Canadian securities laws (the "ASC Enquiry"). The ASC Enquiry also relates to certain notifications of shareholdings in the Company made between 18 and 22 July 2022, and specifically whether the acquisition of those shareholdings and related notifications were in compliance with Canadian securities legislation. Following engagement with the ASC, an early warning report on Form 62-103F1 was filed by certain shareholders of the Company. Having taken legal advice, the Company does not currently believe that there is a material risk of regulatory action or successful litigation against the Company with regard to these issues, however there can be no certainty that there will be no regulatory action or litigation.
Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Scheme Document published on 5 July 2022 in relation to the Combination.
Enquiries
SDX Energy plc
Michael Doyle, Chairman Tel: + 44 (0) 203 219 5640
Mark Reid, Chief Executive Officer
Rothschild & Co (Rule 3 and Financial Adviser to SDX)
James McEwen Tel: +44 (0) 207 280 5000
Tanvi Ahuja
Stifel Nicolaus Europe Limited (Nominated Adviser and Broker to SDX)
Callum Stewart Tel: +44 (0) 20 7710 7600
Camarco (Financial PR Adviser to SDX)
Billy Clegg/Owen Roberts/Violet Wilson Tel: +44 (0) 203 757 4980
Important notices
Rothschild & Co, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for SDX and for no one else in connection with the matters described in this announcement and will not be responsible to anyone other than SDX for providing the protections afforded to clients of Rothschild & Co or for providing advice in connection with any matter referred to in this announcement. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 Rothschild & Co in connection with this announcement, any statement contained herein, the Combination or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this announcement.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for SDX and for no one else in connection with the matters described in this announcement and will not be responsible to anyone other than SDX for providing the protections afforded to clients of Stifel or for providing advice in connection with any matter referred to in this announcement. Neither Stifel nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 Stifel in connection with this announcement, any statement contained herein, the Combination or otherwise. No representation or warranty, express or implied, is made by Stifel as to the contents of this announcement.
Publication on websites and availability of hard copies
Pursuant to Rule 26.1 of the Takeover Code, a copy of this announcement and other documents in connection with the Combination will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at SDX's websites at https://www.sdxenergygroup.com/ promptly following the publication of this announcement and in any event by no later than 12 noon on the Business Day following this announcement until the end of the Offer Period (or, if later, the end of any competition reference period).
For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement.
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