Possible Acquisition and Suspension of Trading

RNS Number : 9356Y

Senterra Energy PLC

23 May 2016

 

For immediate release                                                                                                                 23 May 2016

Senterra Energy plc

("Senterra", "Senterra Energy" or the "Company")

Possible Acquisition

and

Suspension of Trading

The Directors of Senterra Energy are pleased to inform shareholders that it has signed a non-binding letter of intent ("LOI") to acquire the entire issued share capital of Oasis Smart Sim PTE Ltd, a sim-card technology business based in Singapore ("Business") for new shares in the Company (the "Acquisition"). The Acquisition, if completed, would result in Senterra shareholders having around 15 per cent. of the enlarged group (the "Group") prior to the impact of any associated fund raising.

Oasis was founded in 2010 and is a limited private company incorporated and domiciled in Singapore where it is also headquartered. The company's principal activities are in the design, manufacture and distribution of telecommunication software and other telecommunication activities.   In the financial year to 31 December 2015, Oasis had an unaudited turnover of approximately US$13 million.

Oasis's current production portfolio includes a full range of 2G, 3G and 4G compatible SIM cards, available in different sizes, capacities, formats and using different system technologies.  In addition Oasis is also developing software and solutions to enable entry into the market where SIM functionality will be embedded into connected devices.

As announced in February, the Company has been approached by a number of parties with opportunities outside that of the energy sector who have expressed interest in working with Senterra to facilitate a public listing. The Board believes that there are some potentially attractive businesses and technologies amongst these proposals and following initial due diligence the Company is pleased to have secured this opportunity.

The Acquisition is subject, inter alia, to the completion of due diligence, documentation and compliance with all regulatory requirements, including the Listing and Prospectus Rules and, as required, the Takeover Code.

As a precursor to the Acquisition, the Company has also agreed under the LOI to provide the Business with a short-term loan of up to £500,000 for working capital purposes ("Loan"). The Loan will pay a coupon of LIBOR plus 5 per cent., and is fully repayable at the end of six months from drawdown in the event that the Acquisition does not proceed. It is also envisaged that the Group will seek to raise additional funds to finance the development of the Group going forward.

The Company intends to convene a General Meeting ("GM") as soon as practicable in order to seek the shareholder approvals necessary to pursue this opportunity, including widening its investment strategy to include opportunities outside of the oil and gas sector and to authorise the Directors to make the Loan. It should also be noted that if the Acquisition proceeds, further shareholder consent may also be required including to deal with any applicable requirements of the Takeover Code.

Suspension and Application for Listing

The Acquisition, if it proceeds, will constitute a Reverse Takeover under the Listing Rules since, inter alia, in substance it will result in a fundamental change in the business of the issuer.

As the Acquisition will constitute a Reverse Takeover under the Listing Rules, trading in the Company's ordinary shares have been suspended with effect from this morning pending the publication of a prospectus and the application for the enlarged Company to have its Ordinary Shares admitted to the Official List and to trading on the main market for listed securities of the London Stock Exchange.

The Company is working on the preparation of a prospectus in relation to the Acquisition and will, in due course, be making application for the enlarged Company to have its Ordinary Shares admitted to the Official List and to trading on the main market for listed securities of the London Stock Exchange.

The Company will update shareholders as the matter progresses.

For more information:

Senterra Energy plc (Company)
Jeremy King	[phone]
Optiva Securities Limited (Joint Broker)
Christian Dennis	[phone]
Dowgate Capital Stockbrokers Limited (Joint Broker)
Jason Robertson and Neil Badger	[phone]
Beaumont Cornish Limited (Financial Adviser)
Roland Cornish and Felicity Geidt	[phone]

 

END

 

 

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