SDX Energy Regulatory News (SDX)

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.

30 August 2023

HEADS OF TERMS SIGNED FOR THE DISPOSAL OF EGYPTIAN ASSETS

· SDX has signed Heads of Terms for the disposal of all its Egyptian assets;

· The buyer is a large multinational operator, with existing Egyptian interests;

· The transaction is expected to complete by the end of Q4 2023;

· Under new senior management SDX is seeking to optimise its asset portfolio, enabling it to position the company for both organic and inorganic growth;

· SDX continues to examine value-accretive opportunities across Moroccan energy infrastructure and the energy transition.

The Company is pleased to announce that it has entered into non-binding Heads of Terms ("Heads of Terms") with a large multinational operator to divest of all of its Egyptian assets (the "Disposal"). The Company expects to close the transaction by year-end.

The signed Heads of Terms represents an important milestone, towards crystallising value for shareholders and optimising the Company's asset portfolio. The Disposal will position the Company for upcoming diversification into Morocco's energy transition sector. Moving towards the energy transition narrative also gives access to a wider pool of capital, setting SDX on a new path of growth with the ultimate aim of delivering sustainable returns for shareholders.

It is envisaged that the Disposal, if completed, would constitute a fundamental change of business pursuant to AIM Rule 15 - the consideration, as currently calculated in the Heads of Terms, will significantly exceed the market cap Consideration Test threshold. The Disposal would therefore also require the consent of SDX shareholders being given in a general meeting. Upon signing a sale and purchase agreement, the Company will issue a further announcement and publish a circular containing details of the Disposal and convene a general meeting.

Completion of the Disposal will be subject to, among other conditions, the negotiation of final transaction documentation and obtaining Egyptian government approvals for the sale. The Heads of Terms are non-binding and, therefore there can be no certainty that the Disposal will complete. 

The Company will make further announcements as appropriate.

Daniel Gould, Managing Director, commented:

"The planned sale of SDX's Egyptian assets will be a significant milestone on the Company's transition roadmap that we will soon be presenting to our shareholders. SDX, re-energised with new management, will focus on monetising exciting opportunities around its Moroccan assets and related energy transition sector-plays in order to reward and deliver capital growth to our shareholders in the near term."

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