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.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW TENAZ SHARES EXCEPT ON THE BASIS OF INFORMATION IN THE SCHEME DOCUMENT AND THE TENAZ CIRCULAR WHICH ARE PROPOSED TO BE PUBLISHED IN DUE COURSE.
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
5 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
PUBLICATION OF SCHEME DOCUMENT
On 25 May 2022, the boards of SDX Energy PLC (the "Company") and Tenaz Energy Corp. (the "Offeror") announced (the "Announcement") that they had reached agreement on the terms of a recommended share-for-share offer pursuant to which the Offeror will acquire the entire issued ordinary share capital of the Company (the "Combination"). On 30 June 2022, the Offeror announced the introduction of a cash alternative that is to be made available under the terms of the Combination, through which shareholders of the Company (the "SDX Shareholders") can 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 (the "Cash Alternative").
As outlined in the Announcement, the Combination is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Publication of the Scheme Document
SDX is pleased to announce that a circular in relation to the Scheme (the "Scheme Document") setting out, among other things, a letter from the Chairman of SDX, an explanatory statement pursuant to section 897 of the Companies Act 2006, the full terms and conditions of the Scheme, an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the actions to be taken by SDX Shareholders in connection with the Scheme has been published and made available today, subject to certain restrictions relating to persons in Restricted Jurisdictions, on SDX's website at https://www.sdxenergygroup.com/ and Tenaz's website at https://www.tenazenergy.com/.
A circular relating to the New Tenaz Shares proposed to be issued to SDX Shareholders in connection with the Combination is expected to be published on 8 July 2022 on Tenaz's website at https://www.tenazenergy.com/.
Hard copies of the Forms of Proxy for the Court Meeting and the General Meeting are being sent to SDX Shareholders. SDX Shareholders who have previously elected (or deemed to elect) to receive hard-copy documents will be sent a hard copy of the Scheme Document. SDX Shareholders who hold certificated shares will also receive a Form of Election in relation to the Cash Alternative.
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this announcement are to London, United Kingdom time unless stated otherwise.
Action required in respect of the SDX Meetings
Notices of the Court Meeting and the General Meeting, each of which have been convened for Friday 29 July 2022 at the offices of Bryan Cave Leighton Paisner LLP, Governor's House, 5 Laurence Pountney Hill, London EC4R 0BR, United Kingdom, are set out in the Scheme Document. The Court Meeting will start at 10.00 a.m. and the General Meeting at 10.15 a.m. or as soon thereafter as the Court Meeting has concluded or adjourned.
As further detailed in the Scheme Document, in order to become Effective, the Scheme will require, among other things, that the requisite majorities of: (i) eligible SDX Shareholders vote in favour of the Scheme at the Court Meeting (ii) eligible SDX Shareholders vote in favour of the SDX Resolution at the General Meeting; and that approval be obtained from the Tenaz Shareholders for the issue of the New Tenaz Shares at the Tenaz Special Meeting. The Scheme must be sanctioned by the Court. The Scheme is also subject to the satisfaction (or, where applicable, waiver) of the other Conditions and further terms, as described more fully in the Scheme Document.
Eligible SDX Shareholders are asked to complete and sign the Forms of Proxy in accordance with the instructions provided thereon and return them as soon as possible to the Registrar, Link Group, PXS 1, 10th Floor Central Square, 29 Wellington Street, Leeds, LS1 4DL, so as to be received as soon as possible and in any event no later than:
· pink Forms of Proxy for the Court Meeting: 10.00 a.m. on 27 July 2022
· blue Forms of Proxy for the General Meeting: 10.15 a.m. on 27 July 2022
or, if in either case the meeting is adjourned, no later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any day that is not a Business Day).
If the pink Form of Proxy for use at the Court Meeting is not lodged by 10.00 a.m. on 27 July 2022 (or, in the case of adjournment, no later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any day that is not a Business Day)), it may be handed to the Chairman of the meeting or to the Registrar, Link Group, on behalf of the Chairman at the Court Meeting before the taking of the poll. However, in the case of the General Meeting, unless the blue Form of Proxy is lodged so as to be received by 10.15 a.m. on 27 July 2022 (or, in the case of adjournment, no later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any day that is not a Business Day)), it will be invalid.
It is important that, for the Court Meeting in particular, as many votes as possible are cast, whether in person or by proxy, so that the Court may be satisfied that there is a fair representation of the opinion of the Scheme Shareholders. Whether or not you intend to attend and/or vote at the SDX Meetings, you are therefore strongly advised to sign and return your pink Form of Proxy by post or to transmit a proxy appointment and voting instruction electronically (online or through CREST) for the Court Meeting as soon as possible.
Action to be taken to receive the Cash Alternative
Further details of the process for electing to participate in the Cash Alternative are set out in the Scheme Document. A summary is below.
Non-CREST shareholders
SDX Shareholders who hold certificated SDX Shares and who wish to elect for the Cash Alternative should complete and return the green Form of Election to Link Group, Corporate Actions, 10th Floor, Central Square 29 Wellington Street, Leeds, England, LS1 4DL as soon as possible, but in any event so as to be received by no later than 1.00 pm on the Election Return Date (or such later date as may be announced through a Regulatory Information Service).
You should only complete and return the green Form of Election if you wish to make an election in respect of the Cash Alternative. If you wish only to receive New Tenaz Shares in respect of your SDX Shares and not receive any cash, you do NOT need to complete and return the green Form of Election.
CREST shareholders
SDX Shareholders who are CREST shareholders and who wish to elect for the Cash Alternative should elect to do so electronically via the CREST procedure set out in the Scheme Document as soon as possible, but in any event so as to be received by no later than 1.00 pm on the Election Return Date (or such later date as may be announced through a Regulatory Information Service).
You should only make such an election if you wish to make an election in respect of the Cash Alternative. If you wish only to receive New Tenaz Shares in respect of your SDX Shares and do not wish to receive any cash, you do NOT need to make any such election.
Recommendation
The SDX Directors, who have been so advised by Rothschild & Co as to the financial terms of the Share Offer and the Cash Alternative, consider the terms of each of the Share Offer and the Cash Alternative to be fair and reasonable. In providing its advice to the SDX Directors, Rothschild & Co has taken into account the commercial assessments of the SDX Directors. Rothschild & Co is providing independent financial advice to the SDX Directors for the purposes of Rule 3 of the Takeover Code. Accordingly, the SDX Directors unanimously recommend that SDX Shareholders vote in favour of the Scheme at the Court Meeting, and in favour of the SDX Resolution to be proposed at the General Meeting. SDX Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.
Timetable
The Scheme Document contains an expected timetable of principal events in relation to the Scheme which is also set out in the Appendix to this announcement. The Scheme remains conditional on the approval of the requisite majority of eligible Scheme Shareholders at the Court Meeting, the requisite majorities of eligible SDX Shareholders in relation to each of the resolutions to be proposed at the General Meeting, the approval of the Tenaz Shareholders for the issue of the New Tenaz Shares at the Tenaz Special Meeting and the satisfaction (or, where applicable, waiver) of the other Conditions set out in the Scheme Document, including the sanction of the Court.
Subject to the Scheme becoming Effective, SDX intends to make an application to the London Stock Exchange for the cancellation of the admission to trading of the SDX Shares on the London Stock Exchange's AIM market to take effect on or shortly after the Effective Date.
The last day of dealings in SDX Shares on AIM is expected to be the Business Day immediately prior to the Effective Date and no transfers shall be registered after 6.00 p.m. on that date.
Additional information for SDX Shareholders
If you have any questions about the Scheme Document, the Court Meeting or the General Meeting, or are in any doubt as to how to complete the Forms of Proxy or the Form of Election or to submit your proxies electronically or online, please contact the Registrar, Link Group:
· by email at enquiries@linkgroup.co.uk;
· by submitting a request in writing to Link Group, Corporate Actions,10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL; or
· by phone on +44 (0) 371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines will be open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.
Link Group and the helpline cannot provide advice on the merits of the Combination or the Scheme nor give any financial, legal or tax advice.
Enquiries
Tenaz Energy Corp.
Marty Proctor, Chairman Tel: + 1 (587) 330-1714
Anthony Marino, Chief Executive Officer
finnCap Ltd (Financial Adviser to Tenaz)
Henrik Persson, Charlie Beeson, Milesh Hindocha Tel: + 44 (0) 20 7220 0500
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
Torys LLP and Watson Farley & Williams LLP are retained as Canadian/US and UK legal adviser for Tenaz, respectively.
Blake, Cassels & Graydon LLP and Bryan Cave Leighton Paisner LLP are retained as Canadian and UK legal adviser for SDX, respectively.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable is based on SDX's and Tenaz's current expected dates for the implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to SDX Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on SDX's website at https://www.sdxenergygroup.com/.
Date of circulation of the Scheme Document 5 July 2022
Latest time for lodging Form of Proxy for the Court Meeting
(pink form) 10:00 am on 27 July 2022
Latest time for lodging Form of Proxy for the General Meeting
(blue form) 10:15 am on 27 July 2022
Scheme Voting Record Time for the Court Meeting and
the General Meeting 8:00 pm on 27 July 2022
Court Meeting 10:00 am on 29 July 2022
General Meeting 10:15 am on 29 July 2022
Tenaz Shareholder Meeting 2:30 pm (EDT) on 29 July 2022
Latest time for returning Form of Election (green form) 1:00 pm on D-1 2022
Latest time for submitting a TTE Instruction 1:00 pm on D-1 2022 Last day of dealings in, and for registration of transfers and
disablement in CREST of, SDX Shares Last trading day on AIM prior to D
Court Hearing to sanction the Scheme A date expected to be no later than and last day of dealings in, and for 28 days following the satisfaction (or, where
registration of transfers of, SDX Shares applicable, waiver) of the Conditions ("D")
Suspension of trading on AIM of, and dealings,
settlements and transfers in, SDX Shares 5:00 pm on D
Scheme Record Time 8:00 pm on D
Effective Date D+1 ("S")
Cancellation of admission to trading on AIM of, and
cessation of dealings in, SDX Shares 8:00 am on S
New Tenaz Shares issued to SDX Shareholders 9:30 am (EDT) on S
Listing and posting for trading on TSX of New Tenaz Shares 9:30 am (EDT) on S CREST accounts of SDX Shareholders credited with
Depositary Interests No later than 9:00 am on S + 14
Latest date for despatch of share certificates for the New Tenaz Shares under the Combination and cheques for the cash consideration pursuant to
the Cash Alternative or settlement through CREST S+14 Long Stop Date 31 December 2022
Notes:
1 References to times are to London time. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to SDX Shareholders by announcement through a Regulatory Information Service.
2 The PINK Form of Proxy for the Court Meeting if not returned by the time stated above may be handed to the Registrar or to the chairman of the Court Meeting before the taking of the poll at the Court Meeting and will still be valid.
3 The BLUE Form of Proxy for the General Meeting must be lodged by the time stated above in order to be valid or, if the General Meeting is adjourned, no later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting.
4 If either the Court Meeting or the General Meeting is adjourned, the Scheme Voting Record Time of the adjourned meeting(s) will be 8.00 pm on the second Business Day before the day fixed for the adjourned meeting.
5 If either (i) the GREEN Form of Election has either been received after 1:00 pm on the Election Return Date or has been received before such time and date but is not valid or complete in all respects in accordance with the instructions printed thereon or (ii) any TTE Instruction in respect of the Cash Alternative has either been settled after 1.00 pm on the Election Return Date or has been settled before such time and date but is not valid or complete in all respects in accordance with the instructions contained in pages 13 to 15 (Action to be Taken) of the Scheme Document, such election shall for all purposes be void and the holder of Scheme Shares purporting to make such election shall not, for any purpose, be entitled to receive cash pursuant to the Cash Alternative upon the Scheme becoming effective and shall only be entitled to receive share consideration in respect of such Scheme Shares under this Scheme.
IMPORTANT INFORMATION
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Combination or otherwise, nor shall there be any sale, issuance or transfer of securities of SDX in any jurisdiction in contravention of applicable law.
The Combination will be implemented solely pursuant to the terms of the Scheme Document (or, if the Combination is implemented by way of a Takeover Offer, the Offer Document), which contain the full terms and conditions of the Combination, including details of how SDX Shareholders may vote in respect of the Combination.
Any decision by SDX Shareholders in respect of, or other response to, the Combination should be made on the basis of the information contained in the Scheme Document and the Tenaz Circular.
Tenaz will publish the Tenaz Circular , containing information on the New Tenaz Shares and the Combined Group.
SDX and Tenaz urge SDX Shareholders to read the Scheme Document and the Tenaz Circular carefully because they contain important information in relation to the Combination, the New Tenaz Shares and the Combined Group.
Tenaz urges Tenaz Shareholders to read the Tenaz Circular carefully.
Any vote in respect of resolutions to be proposed at the SDX Meetings or the Tenaz Special Meeting to approve the Combination, the Scheme or related matters, should be made only on the basis of the information contained in the Scheme Document (or, if the Combination is implemented by way of a Takeover Offer, the Offer Document) and the Tenaz Circular.
This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.
NOTICES
finnCap Ltd ("finnCap"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Tenaz and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Tenaz for providing the protections offered to clients of finnCap or for providing advice in connection with any matter referred to in this announcement. Neither finnCap 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 finnCap in connection with this announcement, any statement contained herein, the Combination or otherwise. No representation or warranty, express or implied, is made by finnCap as to the contents of this announcement.
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.
Further Information
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, or otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Combination or otherwise, nor shall there be any sale, issuance or transfer of securities of SDX pursuant to the Combination or otherwise in any jurisdiction in contravention of applicable laws. The Combination will be implemented solely by means of the Scheme Document (or, in the event that the Combination is to be implemented by means of a Takeover Offer, the Takeover Offer document) or any document by which the Combination is made which will contain the full terms and conditions of the Combination, including details of how to vote in respect of the Combination.
SDX will prepare the Scheme Document to be distributed to SDX Shareholders and which will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on SDX's website at https://www.sdxenergygroup.com/ on SEDAR under SDX's profile at www.sedar.com and on Tenaz's website at https://www.tenazenergy.com/investors/. SDX and Tenaz urge SDX Shareholders to read the Scheme Document (and/or, in the event that the Combination is to be implemented by way of a Takeover Offer, the Takeover Offer document) carefully when it becomes available, as it will contain important information relating to the Combination, the New Tenaz Shares and the Combined Group. Any vote in respect of the resolution to approve the Scheme at the Court Meeting and the SDX Resolution at the General Meeting should be made only on the basis of the information contained in the Scheme Document (or, in the event that the Combination is to be implemented by means of a Takeover Offer, the Takeover Offer document). Each SDX Shareholder is urged to consult its independent professional advisers immediately regarding the tax consequences of the Combination applicable to them.
Tenaz will prepare the Tenaz Circular to be mailed to Tenaz Shareholders and which will be available on Tenaz's website at https://www.tenazenergy.com/investors/ and will also be available for review on SEDAR under Tenaz's profile at www.sedar.com and SDX's website at https://www.sdxenergygroup.com/. Tenaz urges Tenaz Shareholders to read the Tenaz Circular when it becomes available, as it will contain important information relating to the Combination, the New Tenaz Shares and the Combined Group. Any vote in respect of the Tenaz Resolution should be made only on the basis of the information in the Tenaz Circular.
The statements contained in this announcement are made as at the date of this announcement unless some other time is specified in relation to them.
This announcement does not constitute a prospectus or prospectus equivalent document. The New Tenaz Shares to be issued pursuant to the Combination are not being offered to the public by means of this announcement. The Combination will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA, Canadian securities laws and the TSX.
Please be aware that addresses, electronic addresses and certain other information provided by SDX Shareholders, persons with information rights and other relevant persons for the receipt of communication by SDX may be provided to Tenaz during the Offer Period as required by Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Overseas Shareholders
This announcement has been prepared for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the AIM Rules, the TSX Rules, Canadian securities laws and the Disclosure Guidance and Transparency Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of the United Kingdom.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and Canada may be restricted by law and/or regulation. Persons who are not resident in the United Kingdom or Canada, or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or Canada or who are subject to the laws of another jurisdiction to participate in the Combination or to vote their SDX Shares in respect of the Scheme at the Court Meeting, or to execute and deliver the Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Combination disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by Tenaz or required by the Takeover Code and permitted by applicable law and regulation, participation in the Combination will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Combination by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documentation relating to the Combination are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Combination (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported vote in respect of the Combination.
If the Combination is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.
The availability of the New Tenaz Shares under the Combination to SDX Shareholders who are not resident in the United Kingdom or Canada may be affected by the laws of the relevant jurisdictions in which they are resident or to which they are subject. Persons who are not resident in the United Kingdom or Canada or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable legal or regulatory requirements.
Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
Notice to US holders of SDX Shares
Neither the United States Securities and Exchange Commission nor any other US federal or state securities commission or regulatory authority has reviewed, approved or disapproved this announcement, or any of the proposals described in this announcement or the New Tenaz Shares or passed an opinion on the accuracy or the adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
Forward looking statements
This announcement (including information incorporated by reference into this announcement), any oral statements made by Tenaz or SDX in relation to the Combination and other information published by Tenaz or SDX may contain statements about Tenaz, SDX and the Combined Group that are or may be forward-looking statements. All statements other than statements of historical fact included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "goals", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects", hopes", "continues", "would", "could", "should" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) the completion of the Combination; and (iii) business and management strategies and the expansion and growth of Tenaz's or SDX's or the Combined Group's operations and potential synergies resulting from the Combination.
Such forward looking statements involve risks and uncertainties that could significantly affect expected results and/or the operations of Tenaz, SDX or the Combined Group and are based on certain assumptions and assessments made by Tenaz and SDX in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. Except as expressly provided in this announcement, they have not been reviewed by the auditors of Tenaz or SDX. Although it is believed that the expectations reflected in such forward looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place reliance on these forward looking statements which speak only as at the date of this announcement. Neither SDX nor Tenaz, nor any of their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise) except as required by applicable law (including as required by the Takeover Code, the AIM Rules, the TSX Rules, Canadian securities laws, and the Disclosure Guidance and Transparency Rules).
There are several factors which could cause actual results to differ materially from those expressed or implied in forward looking statements. Among the factors that could cause actual results to differ materially from those described in the forward looking statements are: the ability to complete the Combination, the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms, changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business acquisitions or disposals, the anticipated benefits from the Combination not being realised as a result of changes in general economic and market conditions in the countries in which Tenaz and SDX operate, weak, volatile or illiquid capital and/or credit markets, changes in the degree of competition in the geographic and business areas in which Tenaz and SDX operate, and changes in laws or in supervisory expectations or requirements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.
No member of the Tenaz Group or the SDX Group, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.
Profit forecasts, quantified financial benefit statements or estimates
No statement in this announcement is intended, or is to be construed, as a profit forecast, profit estimate or quantified financial benefit statement for any period. No statement in this announcement should be interpreted to mean that earnings or earnings per share of Tenaz,SDX or the Combined Group, as appropriate for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share of Tenaz, SDX or the Combined Group, as appropriate.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30 pm (London time) on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
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 Tenaz's and SDX's websites at https://www.tenazenergy.com/investors and https://www.sdxenergygroup.com/ respectively 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.
Pursuant to Rule 30.3 of the Takeover Code, copies of this announcement and all future documents, announcements and information required to be sent to persons in relation to the Combination may be requested to be received by such persons in hard copy form by contacting Link Group between 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except public holidays in England and Wales) on 0371 664 0321 (or if calling from outside the UK +44 (0) 371 664 0321 ) or by submitting a request in writing to the Registrar of Companies at Link Group, Corporate Actions Team, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL or by email to shareholderenquiries@linkgroup.co.uk.
Important information
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
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