Last checked at 28 May 2019 07:00
SDX SPV Limited announces disposal of shares in SDX Energy Inc. and corresponding acquisition of shares in SDX Energy plc in connection with Canadian court-approved plan of arrangement
London, United Kingdom - May 28, 2019: SDX SPV Limited announces disposal of common shares in capital of SDX Energy Inc. ("SDX Canada") and the concurrent acquisition by SDX SPV Limited of ordinary shares of SDX Energy plc ("SDX UK"), pursuant to a plan of arrangement under the Canada Business Corporations Act (the "Arrangement").
On May 27, 2019, pursuant to the Arrangement, among other things, holders of the common shares of SDX Canada ("SDX Canada Shares") exchanged their common shares for ordinary shares of SDX UK ("SDX UK Shares") on a one-for-one basis.
Immediately prior to the effective time of the Arrangement, SDX SPV Limited held 39,876,803 SDX Canada Shares. Upon the Arrangement becoming effective, SDX SPV Limited disposed of its SDX Canada Shares and acquired 39,876,803 SDX UK Shares.
Based on SDX Canada's disclosure, there were 204,723,041 issued and outstanding SDX Canada Shares as at May 17, 2019 and the SDX Canada Shares held by SDX SPV Limited represented approximately 19.48% of such issued and outstanding shares. Following completion of the Arrangement, SDX SPV Limited no longer holds any SDX Canada Shares; however, based on there being 204,723,041 issued and outstanding SDX UK Shares immediately upon completion of the Arrangement, the SDX UK Shares held by SDX SPV Limited represent approximately 19.48% of such issued and outstanding shares.
The SDX UK Shares issued to SDX SPV Limited pursuant to the Arrangement were issued in exchange for SDX Canada Shares previously held by SDX SPV Limited, without payment or receipt of any additional consideration.
The SDX Canada Shares were delisted from the TSX Venture Exchange on May 24, 2019. SDX Canada has submitted an application with the Alberta Securities Commission, as principal regulator, and with the Ontario Securities Commission, to cease to be a reporting issuer in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador.
SDX SPV Limited does not have any present plans or intentions that relate to or would result in a future increase or decrease in its ownership, control or direction over the SDX UK Shares.
For further information, include a copy of the corresponding report filed with the applicable Canadian securities regulators, see contact information below:
Carolyn Ang
+971 2 6677343
SDX SPV Limited is an investment vehicle incorporated in the Cayman Islands. Its registered office is located at:
SDX SPV Limited
PO Box 309
Ugland House
Grand Cayman KY1-1104
Cayman Islands