THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY SDX 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.
6 December 2024
SDX ENERGY PLC ("SDX" or the "Company")
Proposed cancellation of admission of Ordinary Shares to trading on AIM
Re-registration as a private limited company
Adoption of New Articles of Association
The Company announces the proposed cancellation of admission of its ordinary shares to trading on AIM (the "Cancellation"), re-registration of the Company as a private limited company (the "Re-registration") and the adoption of new articles of association more suitable for a private limited company (the "New Articles").
On or around 13 December 2024, the Company will publish a circular setting out the background to and reasons for the proposed Cancellation, the Re-registration and associated adoption of the New Articles (the "Circular"). The Circular will also contain a notice convening a general meeting (the "General Meeting") at which Shareholders will be invited to consider and, if thought fit, approve the proposed Cancellation, the Re-registration and adoption of the New Articles.
The Directors have conducted a careful review of the benefits and drawbacks to the Company and the Shareholders of retaining the Company's admission to trading 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) Costs and burden of maintaining a public listing: 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. 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;
b) Strategic flexibility: The Board believes that, as a result of the more flexible regime that is applicable to a private company, an unlisted company can take and implement decisions more quickly than a company which is publicly traded, and an unlisted company has greater flexibility to enter into agreements with investors and suppliers;
c) Lack of liquidity: There continues to be limited liquidity in the Ordinary Shares and, as a result, the Board believes that Shareholders are not provided with opportunities to trade in meaningful volumes or with frequency in an active market in Ordinary Shares;
d) Market volatility: As a result of the limited liquidity of Ordinary Shares described above, small trades in Ordinary Shares can have a significant impact on the Company's share price; and
e) Funding options: The majority of the potential investors the Company has recently engaged with have expressed a preference to invest in the Company if the Ordinary Shares were not traded on AIM. Therefore, the Board believes that the Company has a greater chance of raising equity and/or debt financing from investors as an unlisted company than as a publicly traded company.
Therefore, following careful consideration, 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 the re-registration of the Company as a private limited company and associated the adoption of the New Articles.
Shareholders should note that they are able to trade in the Ordinary Shares on AIM prior to the Cancellation.
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 put into place a matched bargain trading facility to assist Shareholders to trade in the Ordinary Shares following Cancellation.
The General Meeting is expected to be held at 38 Welbeck Street, London, United Kingdom, W1G 8DP commencing at 11.00 a.m. on 31 December 2024, but a further announcement will be made when the notice is issued.
The Notice of General Meeting is expected to be available from the Company's website on 13 December 2024 at:
https://www.sdxenergygroup.com/investors/presentations-circulars-documents
EXPECTED TIMETABLE OF PRINCIPAL EVENTS (1) (2)
Announcement published setting out the de-listing timetable |
7:00 a.m. on 6 December 2024 |
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Publication and posting of the Circular |
13 December 2024 |
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Latest time and date for receipt of online proxy votes or completed Forms of Proxy in respect of the General Meeting |
11.00 a.m. on 27 December 2024 |
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General Meeting |
11.00 a.m. on 31 December 2024 |
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Expected last day of dealings in Ordinary Shares on AIM |
8 January 2025 |
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Expected time and date of Cancellation (3) |
7.00 a.m. on 9 January 2025 |
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Expected date of Re-registration (4) |
By 9 January 2025 |
Notes:
(1) All of the times referred to above 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% of the votes cast by Shareholders at the General Meeting.
(4) The Re-registration requires the approval of not less than 75% of the votes cast by Shareholders at the General Meeting.
For further information:
SDX Energy Plc Daniel Gould, Chief Executive Officer William McAvock, Chief Financial Officer Tel: +44 (0) 20 3219 5640
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Shore Capital (Nominated Adviser and Broker) Toby Gibbs/Harry Davies-Ball Tel: +44 (0) 20 7408 4090 |
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About SDX
For further information, please see the Company's website at www.sdxenergygroup.com or the Company's filed documents at www.sedar.com.
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.