SDX Energy Regulatory News (SDX)

RNS Number : 7362M

SDX Energy PLC

25 May 2022

 

 

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

 

25 May 2022

RECOMMENDED ALL-SHARE COMBINATION

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

Summary

● The boards of directors of Tenaz and SDX are pleased to announce that they have reached agreement on the terms of a recommended share-for-share combination between Tenaz and SDX (the "Combination" to form the "Combined Group"). The Combination is to be implemented by means of a court-sanctioned scheme of arrangement between SDX and the Scheme Shareholders under Part 26 of the Companies Act 2006, with the entire issued and to be issued ordinary share capital of SDX being acquired by Tenaz.

● Under the terms of the Combination, each Scheme Shareholder will be entitled to receive:

0.075 New Tenaz Shares for each 1 SDX Share

● The Combination represents a value of approximately £0.10 per SDX Share based upon the Tenaz TSX Closing Price of C$2.19 per Tenaz Share on 24 May 2022, being the latest practicable date prior to the date of this Announcement.

● The Combination values the entire issued and to be issued share capital of SDX at approximately £21.4 million, and the Combination represents a premium of 24 percent to the SDX Closing Price on AIM of £0.0825 per SDX Share on 24 May 2022, being the latest practicable date prior to this Announcement. This also represents a premium of 38 percent to the SDX 3-month volume-weighted average price ("VWAP") of £0.0816 per SDX Share assuming Tenaz's 3-month VWAP of C$2.41 per Tenaz Share.

● Immediately following Completion, existing SDX Shareholders will own approximately 36 percent and existing Tenaz Shareholders approximately 64 percent of the issued and outstanding shares of the Combined Group (based on the fully diluted ordinary issued share capital of SDX and the fully diluted share capital of Tenaz, in each case as at the date of this Announcement).

● The Combination requires approval by SDX Shareholders in connection with the Scheme and approval by Tenaz Shareholders in connection with the issuance of New Tenaz Shares. Further details are contained in the full text of this Announcement.  

Strategic rationale for the Combination

 

Tenaz is focused on the acquisition and sustainable development of energy assets capable of returning free cash flow to shareholders. Since the recapitalisation of a publicly-traded Canadian entity in late 2021, Tenaz has targeted the acquisition of conventional and semi-conventional oil and gas assets in international markets. Tenaz has an experienced management team that seeks to identify, evaluate and acquire producing properties in lower-competition international jurisdictions, where there is the potential for greater operational improvements and higher returns on capital.

 

SDX and its assets across Egypt and Morocco are well suited to Tenaz's stated objectives and corporate M&A strategy. Both countries fall within Tenaz's primary geographic focus and create a production base from which to build a regional presence of significant scale. Egypt is a resource rich country that recognises the importance of the oil and gas industry to both its energy security and economic development. Consequently, Egypt is supportive of its business community and the sustainable development of its natural resources. Morocco has a desirable fiscal environment and growing local natural gas demand that supports the exploration and production of hydrocarbons. Morocco is a material net importer of energy and is anticipated to maintain strong energy pricing for the existing and future development of SDX's assets.

 

SDX Shareholders should benefit from joining forces with a management team that has a history of capital markets outperformance through executing a similar strategy as currently identified by Tenaz. In addition, SDX Shareholders should share in the growth and free cash generation of Tenaz's existing asset in Canada. 

 

Financial rationale for the Combination

 

Tenaz recognises the importance of scale and has a clearly communicated objective of building a sustainable production base in excess of 100 mboe/d, with the aspiration of both capital growth and cash returns to its investors. In turn, SDX brings a portfolio of production, exploration and development assets, a healthy balance sheet and a strong technical team, to complement that of Tenaz. In addition to a track record of successful acquisitions, Tenaz's management team has a history of effecting operational improvements following successful integration of acquired assets.

 

The Combination advances a number of objectives for the shareholders of both companies. The new entity will have substantially more capital markets scale than either of the two companies separately, and will be positioned for further acquisitive growth via Tenaz's strategy. The Combined Group will have an even stronger balance sheet, and cash generation will be enhanced by the elimination of duplicative headquarters functions. The Combined Group will have diversified sources of cash flow, with both North American and MENA oil and gas present in the product mix. Finally, the combination of the technical teams from each company will promote the employment of appropriate technical methods to the new entity's asset portfolio, including applying a broader range of experience in sustainable operations to SDX's asset base.

 

SDX Shareholders will receive the New Tenaz Shares at a valuation implying a premium to the prevailing volume-weighted average price of a SDX Share, and a meaningful participation in Tenaz with its strong asset base and management expertise, proven access to capital, and pipeline of organic growth opportunities and future acquisition targets.

 

The Combined Group

Further details of Tenaz's strategic intentions for the Combined Group are set out in paragraph 10 below. Upon Completion, the Combined Group will be called Tenaz Energy, headquartered in Calgary, Alberta, Canada and listed on the TSX. Recognising the advantages that interlisting might offer to Tenaz and its current and future shareholders, Tenaz is exploring the possibility of a future admission to trading on a UK exchange of Tenaz Shares but there can be no certainty in this regard or as to potential timing.

The Combined Group will draw on the talent, assets and financial resources of both companies to seek to optimise the benefits of the Combination for customers, shareholders and other stakeholders. The Combination will benefit from the experienced Tenaz management team that has a history of capital markets outperformance through executing the same strategy as identified by Tenaz today. Both teams have strong records in the area of sustainability, and are dedicated to advancing the conditions of communities in their operating areas. With respect to employees, the Combined Group believes in equity incentivisation of employees, with expected attendant benefits in performance for all shareholders. For the benefit of all stakeholders, HSE (health, safety and environment) is a very high priority, and both companies have strong programmes of practical and effective HSE management.

Certain key members of the SDX management team will continue to have an ongoing, or in some cases, a temporary role in the Combined Group. Subject to Completion, Michael Doyle and Catherine Stalker will be appointed as non-executive directors of Tenaz. Two members of the SDX management team, Mark Reid and Nick Box will continue as consultants to Tenaz for a period of up to six months from Completion. Each will receive a fixed fee equal to 50% of their current annual base salaries in respect of their half-year of services. Rothschild and Co has confirmed that, in its opinion, the terms of the consultancy arrangements with Mark Reid and Nick Box are fair and reasonable so far as the other SDX shareholders are concerned. It is expected that the SDX Directors will step down from the SDX Board upon Completion. Otherwise, and as more fully described below, Tenaz does not envisage any immediate material changes in the day to day operations of SDX as a result of the Combination.

Recommendations

SDX Board

The SDX Directors, who have been so advised by Rothschild & Co as to the financial terms of the Combination, consider the terms of the Combination 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 intend to recommend unanimously that SDX Shareholders vote in favour of the Scheme at the SDX Court Meeting, and in favour of the SDX Resolutions to be proposed at the SDX General Meeting, as the SDX Directors who hold SDX Shares have irrevocably undertaken to do in respect of their own beneficial holdings (and the beneficial holdings which are under their control) of 5,040,636 SDX Shares, representing, in aggregate, approximately 2.45 percent of SDX's issued ordinary share capital as at the close of business on the Latest Practicable Date.

Tenaz Board

In order to effect the Combination, Tenaz will be required to seek the approval of the Tenaz Shareholders to issue the New Tenaz Shares at the Tenaz Special Meeting. The Combination is accordingly conditional on such approval being obtained.

The Tenaz Directors consider the Combination to be in the best interests of Tenaz Shareholders as a whole and intend to recommend unanimously that Tenaz Shareholders vote in favour of the Tenaz Resolution to be proposed at the Tenaz Special Meeting, as those Tenaz Directors who are interested in Tenaz Shares, and certain Tenaz officers, have irrevocably undertaken to do in respect of their own beneficial holdings (and the beneficial holdings which are under their control) of 2,347,075 Tenaz Shares representing, in aggregate, approximately 8.25 percent of Tenaz's issued common shares as at the close of business on the Latest Practicable Date.  

Further details of the above irrevocable undertakings, including the circumstances in which they cease to be binding, are set out in Appendix II to this Announcement.

SDX irrevocable undertakings

As noted above, the SDX Directors who hold SDX Shares have irrevocably undertaken to do in respect of their own beneficial holdings (and the beneficial holdings which are under their control) of 5,040,636 SDX Shares, representing, in aggregate, approximately 2.45 percent of SDX's issued ordinary share capital as at the close of business on the Latest Practicable Date. Further details of these irrevocable undertakings (and the circumstances in which the irrevocable undertakings will cease to be binding) are set out in Appendix II.

Information relating to SDX

SDX is an AIM-listed international oil and gas exploration, production, and development company, headquartered in London, United Kingdom, with a focus on Morocco and Egypt. SDX was listed on the London Stock Exchange on 20 May 2016, following it being established by the combination of Sea Dragon Energy Inc. and Madison Petrogas Ltd in October 2015.

 

SDX's strategy is to leverage its existing organisational capabilities and competitive positions/relationships, supported by a strong ESG ethos, to access organic and inorganic, low-cost, high-margin opportunities which generate stable cash flows and self-funded upside. Its portfolio contains interests in seven concessions in Egypt and Morocco and has a strong weighting of fixed-price gas assets with low operating costs and attractive margins. Whilst this provides resilience in a low commodity price environment, SDX's portfolio also includes high impact exploration opportunities in both Egypt and Morocco.

 

SDX directly employs 61 employees as at 24 May 2022 and achieved revenues of US$53.9 million in the financial year ended 31 December 2021. As at 31 December 2021, SDX had total assets exceeding US$98.4 million and for the financial year ended 31 December 2021 incurred a net loss of US$24.0 million. As at 31 December 2021, SDX held approximately US$18.5 million of working capital (including US$10.6 million of cash), no debt and US$69.1 million of Canadian tax pools.

 

Information relating to Tenaz

Tenaz is a public energy company, listed on TSX (symbol: TNZ), focused on the acquisition and sustainable development of international oil and gas assets capable of returning free cash flow to shareholders. In addition, Tenaz owns and operates a semi-conventional oil-weighted development project in Canada that is expected to be a source of both production growth and free cash in the current commodity price environment. 

Tenaz's management has a long history of successfully employing an acquire-and-exploit strategy to build public E&P companies. With this strategy Tenaz emphasises technical excellence in the evaluation of M&A opportunities to effect value adding acquisitions and follow-on operational improvements to further enhance returns. Tenaz's management has experience running intermediate sized, globally diversified operations with production in excess of 100 mboe/d. Tenaz believes in returning cash to shareholders through a growth and income capital markets model.

As at 31 December 2021, Tenaz had total assets of C$75.4 million, including cash and cash equivalents of C$25.5 million, and shareholders' equity of C$65.3 million. Tenaz had no outstanding third party debt (other than accounts payable in the ordinary course of business) with additional available liquidity from its C$4.0 million revolving credit facility. Tenaz had positive net income of C$8.3 million in 2021.

 

Timetable and Conditions

The Combination is expected to be effected by means of a court-sanctioned scheme of arrangement between SDX and SDX Shareholders under Part 26 of the Companies Act, further details of which are contained in the full text of this Announcement (and will be included in the Scheme Document). Tenaz reserves the right to implement the Combination by way of a Takeover Offer, subject to the Panel's consent and the terms of the Co-operation Agreement.

The Combination will also be subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document. It is expected that the Scheme Document (including notices of the SDX Meetings) together with the relevant SDX Forms of Proxy will be sent to SDX Shareholders within 28 days of the date of this Announcement (or on such later date as may be agreed by Tenaz and SDX with the consent of the Panel).

Tenaz considers the regulatory clearances at Conditions 3(d) and (e) of Part A of Appendix I to be critical to the success of the Combination and, therefore, if such clearances are not obtained, Tenaz may (at its absolute discretion) seek to invoke the relevant Conditions, which, with the consent of the Panel, would result in the Combination being withdrawn.

It is expected that the Tenaz Circular, which will contain notice of the Tenaz Special Meeting, will be filed and mailed to Tenaz Shareholders on or around the same date as the Scheme Document is posted to SDX Shareholders.

The Scheme Document and the Tenaz Circular will each be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, by Tenaz on its website at https:// https://www.tenazenergy.com/investors and will also be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for review on SEDAR under Tenaz's profile at www.sedar.com and by SDX on its website at https://www.sdxenergygroup.com/. The Scheme Document will also be available under SDX's profile at www.sedar.com.

It is expected that the SDX Meetings and the Tenaz Special Meeting will be held in July 2022. The Scheme is expected to be effective in April 2023, subject to satisfaction or (where applicable) waiver of the Conditions and certain further terms set out in Appendix I to this Announcement.

Comments on the Combination

Commenting on the Combination, Anthony Marino, CEO of Tenaz, said:

"This Combination is an important step in the execution of our strategy for international growth. The Egyptian and Moroccan operations are within our primary regions for long-term focus, and we believe that these are high quality assets with numerous desirable organic investment opportunities. In addition, we believe that these areas offer opportunities for continued consolidation and resulting growth. Finally, we expect that the combination of our technical teams will enhance the operating, HSE and sustainability performance of these assets and future assets that we may acquire as we pursue our corporate strategy."

 

Commenting on the Combination, Michael Doyle, Non-Executive Chairman of SDX, said:

"The SDX Directors, after evaluating a number of strategic options, believe that the future of SDX would be best served by becoming part of a larger entity. We are therefore delighted to have found in Tenaz a company whose management team have a successful track-record of building an E&P company and creating value for shareholders.

The SDX Directors believe Tenaz's strong balance sheet and experienced management team will enable it to continue to source and fund exciting organic and inorganic opportunities. The existing cash flow from Tenaz will also assist the combined entity in pursuing further growth."

 

This summary should be read in conjunction with, and is subject to, the full text of the following Announcement (including the Appendices). The Combination will be subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix II to this Announcement contains the sources and bases of certain information used in this summary and in the following Announcement and contains details of the irrevocable undertakings received in relation to the Combination which are referred to in this Announcement. Appendix III to this Announcement contains definitions of certain terms used in this summary and the following Announcement. 

Enquiries

Tenaz Energy Corp.

Marty Proctor, Chairman Tel: + 1 (587) 330-1983

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.

Important 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 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 resolutions to be proposed at the SDX General Meetings 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, 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.

It is expected that the Scheme Document (including notices of the SDX Meetings) together with the relevant Forms of Proxy will be sent to SDX Shareholders within 28 days of the date of this Announcement (or on such later date as may be agreed by Tenaz and SDX with the consent of the Panel).

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. It is expected that the Tenaz Circular (including the notice of the Tenaz Special Meeting) together with the Tenaz Form of Proxy, will be mailed to Tenaz Shareholders as soon as is reasonably practicable and in any event within 28 days of this Announcement, unless otherwise agreed with the Panel.

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 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 may be restricted by law and/or regulation. Persons who are not resident in the United Kingdom, 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 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 SDX Court Meeting, or to execute and deliver the SDX Forms of Proxy appointing another to vote at the SDX 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 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 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 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.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Takeover Code, Tenaz confirms that, as at 24 May 2022 being the latest practicable Business Day prior to the date of this Announcement, it has 28,458,074 Tenaz Shares in issue. The International Securities Identification Number for Tenaz Shares is CA88034V3048.

In accordance with Rule 2.9 of the Takeover Code, SDX confirms that, as at 24 May 2022 being the latest practicable Business Day prior to the date of this Announcement, it has 205,378,069 SDX Shares in issue. The International Securities Identification Number for SDX Shares is GB00BJ5JNL69.

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 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

In accordance with the guidelines of the AIM Market of the London Stock Exchange, the technical information contained in the announcement has been reviewed and approved by Dr Rob Cook, VP Subsurface of SDX. Dr. Cook has 30 years of oil and gas industry experience and is the qualified person as defined in the London Stock Exchange's Guidance Note for Mining and Oil and Gas companies. Dr. Cook holds a BSc in Geochemistry and a PhD in Sedimentology from the University of Reading, UK. He is a Chartered Geologist with the Geological Society of London (Geol Soc) and a Certified Professional Geologist (CPG-11983) with the American Institute of Professional Geologists (AIPG).

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.

 

Use of a Standard

Reserve and resource estimates disclosed or referenced herein have been prepared and evaluated by independent reserves evaluators in accordance with the SPE's Canadian Oil and Gas Evaluation Handbook and in accordance with National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities of the Canadian Securities Administrators. This Announcement also contains references to "boe" (barrels of oil equivalent), "mboe" (one thousand barrels of oil equivalent), and "mmboe" (one million barrels of oil equivalent). Each of Tenaz and SDX has adopted the standard of six thousand cubic feet of gas to one barrel of oil (6 mcf: 1 bbl) when converting natural gas to boes. boe, mboe and mmboe may be misleading, particularly if used in isolation. The foregoing conversion ratios are based on an energy equivalency conversion method primarily applicable at the burner tip and do not represent a value equivalency at the wellhead. Given that the value ratio based on the current price of oil as compared to natural gas is significantly different from the energy equivalent of 6:1, utilizing a conversion on a 6:1 basis may be misleading.

 

 

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

25 May 2022

RECOMMENDED ALL-SHARE COMBINATION

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

 

1. Introduction

The boards of directors of Tenaz and SDX are pleased to announce that they have reached agreement on the terms of a recommended share-for-share combination between Tenaz and SDX (the "Combination" to form the "Combined Group"). The Combination is to be implemented by means of a court-sanctioned scheme of arrangement between SDX and the Scheme Shareholders under Part 26 of the Companies Act 2006 (the "Scheme"), with the entire issued and to be issued ordinary share capital of SDX being acquired by Tenaz.

2. The Combination

Under the terms of the Combination, each Scheme Shareholder will be entitled to receive:

0.075 New Tenaz Shares for each 1 SDX Share

The Combination represents a value of approximately £0.10 per SDX Share based upon the Tenaz TSX Closing Price of C$2.19 per Tenaz Share on 24 May 2022, being the latest practicable date prior to the date of this Announcement, being a premium of 24 percent to the SDX Closing Price on AIM on 24 May 2022, being the latest practicable date prior to this Announcement.

The Combination values the entire issued and to be issued share capital of SDX at approximately £21.4 million, and the Combination represents a premium of 24 percent to the SDX Closing Price on AIM of £0.0825 per share on 24 May 2022, being the latest practicable date prior to this Announcement. This also represents a premium of 38% percent to the SDX 3-month volume-weighted average price ("VWAP") of £0.0816 per SDX Share assuming Tenaz's 3-month VWAP of CAD$2.41 per Tenaz Share.

Immediately following Completion, existing SDX Shareholders will own approximately 36 percent and existing Tenaz Shareholders approximately 64 percent of the issued and outstanding shares of the Combined Group (based on the fully diluted ordinary issued share capital of SDX and the fully diluted share capital of Tenaz, in each case as at the date of this Announcement).

The New Tenaz Shares will be issued as fully paid and will rank pari passu in all respects with the existing Tenaz Shares outstanding at the time the New Tenaz Shares are issued pursuant to the Combination, including the right to receive and retain dividends and other distributions declared, made or paid by reference to a record date falling after the Effective Date. An application will need to be made for the New Tenaz Shares to be listed for trading on the TSX.

In the event that the Combination is to be implemented by way of a Takeover Offer, the SDX Shares will be acquired pursuant to such offer fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto.

3. Background to and reasons for the Combination

The boards of Tenaz and SDX believe that the Combination will create a stronger, international oil and gas exploration and production company focused on organic and acquisitive growth in Europe, MENA and South America, with commensurate benefits to the shareholders of the Combined Group. SDX brings a portfolio of production, exploration and development assets, a debt-free balance sheet with substantial cash and a strong technical team complementing Tenaz's assets and strategy of driving free cash flow generation.

Strong production base

Tenaz believes that the Combined Group should upon Completion produce at rates in excess of 4,500 boe/d on a working interest basis. The Combined Group will have a diversified production base with contributions coming from each of four operating areas.

 

Development pipeline

The Combined Group will have a significant and diversified pipeline of development and exploration projects, with capital spending planned in each of the four producing assets. A drilling campaign in Canada is planned to commence in mid-June where there are over 40 booked 2P drilling locations. In Egypt, development of the West Gharib oil fields will continue through the remainder of 2022 and through much of 2023. At South Disouq, a three-well drilling program is expected to be completed in summer 2022. In Morocco, development and exploration programs are expected to continue throughout the remainder of 2022, supported by strong realised pricing associated with current gas sales agreements. Looking beyond 2022, the Combined Group will have significant inventory to pursue and optionality to deploy capital to the areas capable of providing the highest return to shareholders.

 

Financial strength and future growth

SDX has a balance sheet with non-cash working capital of approximately US$7.9 million and cash and cash equivalents of approximately US$10.6 million as of 31 December 2021. In addition, SDX has a US$10.0 million undrawn credit facility, with current availability of US$5.7 million, and asset retirement obligations of US$5.8 million. Subject to receipt of required consents, SDX's credit facility, along with the future cash flow generated from operations, is intended to be used along with Tenaz's cash balance, credit capacity and access to equity markets to fund the future development of the combined assets of the company, along with subsequent acquisitions.

As at 31 December 2021, Tenaz had total assets of C$75.4 million, including cash and cash equivalents of C$25.5 million, and shareholders' equity of C$65.3 million. Tenaz had no outstanding third party debt (other than accounts payable in the ordinary course of business) with additional available liquidity from its C$4.0 million revolving credit facility.

The Combined Group should therefore benefit from enhanced financial resilience and, an expectation of more ready access to capital markets, than either company on a standalone basis, together with the efficiencies that come from the removal of duplicated public company costs.

 

Other benefits

The Combination presents SDX Shareholders with the opportunity to participate fully in the potential value creation of the Combined Group and its financial and operational benefits. The Combination is expected to lead to a Combined Group with a greater market capitalisation, appeal to a broader range of investors, as compared to that of the existing SDX Shares. The Combination also presents SDX Shareholders with flexibility; they may choose to participate in the Combined Group as it pursues its growth opportunities over the coming years or, should they so wish, to realise their investment by selling their shares in the market. 

 

4. Recommendations

SDX Board

The SDX Directors, who have been so advised by Rothschild & Co as to the financial terms of the Combination, consider the terms of the Combination 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 intend to recommend unanimously that SDX Shareholders vote in favour of the Scheme at the SDX Court Meeting, and in favour of the SDX Resolution to be proposed at the SDX General Meeting, as the SDX Directors who hold SDX Shares have irrevocably undertaken to do in respect of their own beneficial holdings (and the beneficial holdings which are under their control) of 5,040,636 SDX Shares, representing, in aggregate, approximately 2.45 percent of SDX's issued ordinary share capital as at the close of business on the Latest Practicable Date.

Tenaz Board

In order to effect the Combination, Tenaz will be required to seek the approval of the Tenaz Shareholders to issue the New Tenaz Shares at the Tenaz Special Meeting. The Combination is accordingly conditional on such approval being obtained. The Tenaz Resolution is an ordinary resolution seeking authority to issue the New Tenaz Shares. The Tenaz Circular will be delivered and filed as soon as practicable and, in any event, on or around the same date as publication of the Scheme Document.

The Tenaz Directors consider the Combination to be in the best interests of Tenaz Shareholders as a whole and intend to recommend unanimously that Tenaz Shareholders vote in favour of the Tenaz Resolution to be proposed at the Tenaz Special Meeting, as those Tenaz Directors who are interested in Tenaz Shares, and certain Tenaz officers, have irrevocably undertaken to do in respect of their own beneficial holdings (and the beneficial holdings which are under their control) of 2,347,075 Tenaz Shares representing, in aggregate, approximately 8.25 percent of Tenaz's issued common shares as at the close of business on the Latest Practicable Date.

5. Background to and reasons for the SDX recommendation

SDX has built-up a resilient, gas-weighted portfolio in North Africa, with average operating costs of less than $5/boe, that generates stable cashflows. However, production has been in decline, and SDX lacks the capital to pursue some of the material upside opportunities that exist in its portfolio in both Egypt and Morocco respectively.

 

A core part of SDX's strategy in recent years has been to grow the scale and value of the company via inorganic opportunities. However, despite participating in several processes in the MENA region, SDX has not been able to acquire any assets since the acquisition of the Moroccan and Egyptian assets of Circle Oil in 2017.

 

In August 2021, SDX's largest shareholder, Waha Capital, reduced its shareholding in SDX from 19.48% to 18.65%. A consequence of this was that it became more challenging to demonstrate that SDX had the backing of its key shareholders when contemplating inorganic transactions.

 

In Q4 2021, the SDX Board began to review its strategic options, including but not limited to a potential farm-out or sale of one of more of SDX's assets and a potential sale of the company. After a thorough evaluation of the options available to SDX, SDX were able to sell down a 33% interest in its South Disouq assets, but ultimately the SDX Directors believe that being part of a larger market participant represents the best course of action for SDX Shareholders.

 

The SDX Directors believe that the combination with Tenaz is an attractive solution for SDX shareholders as the combination will benefit from the experienced Tenaz management team that has a history of capital markets outperformance through executing a similar strategy as identified by Tenaz today. With Tenaz's strong balance sheet, and greater access to new sources of funding, significant progress is expected in terms of creating value from SDX's existing portfolio, as well as being able to credibly pursue further business opportunities.

 

As such, the SDX Directors believe the Combination with Tenaz represents a compelling opportunity for SDX Shareholders, its employees and wider stakeholders to participate in the Tenaz growth story while advancing its current endeavours. The SDX Directors have also taken into account Tenaz's intentions for the business, management, employees and locations of business of SDX. The SDX Directors note the importance attached by Tenaz to the skills, knowledge and expertise of SDX's staff.

Accordingly, following careful consideration of the above factors, the SDX Directors intend to unanimously recommend the Combination to SDX Shareholders.

6. Background to and reasons for the Tenaz recommendation

After considering, among other things, the anticipated benefits of the Combination, the Tenaz Board has unanimously determined that the Combination is in the best interests of Tenaz and the Tenaz Shareholders, and unanimously recommended that Tenaz Shareholders vote in favour of the resolutions relating to the Combination. The financial and strategic benefits of the Combination are set out above in paragraph 3 "Background to and reasons for the Combination". In particular, Tenaz envisages the following financial benefits of the Combination:

The Combination is 141% accretive to Tenaz on a production per share based on the mid-points of 2022 production guidance for each of Tenaz and SDX. To remain compliant with the Code, Tenaz cannot provide a forward-looking estimate of cash flow or profitability accretion. Using historic reported financial data for Q4 2021, the Combination would have been 212% accretive to Tenaz for operating income per share.

 

The detailed basis of calculation are set out in paragraph 2 of Appendix II.

7.  Irrevocable undertakings

The SDX Directors who are interested in SDX Shares have irrevocably undertaken to vote in favour of the Scheme at the SDX Court Meeting, and in favour of the SDX Resolutions to be proposed at the SDX General Meeting, in respect of their own beneficial holdings (and the beneficial holdings which are under their control) of 5,040,636 SDX Shares representing, in aggregate, approximately 2.45 percent of SDX's issued ordinary share capital as at the close of business on the Latest Practicable Date.

Those Tenaz Directors that hold Tenaz Shares, and certain Tenaz officers, have irrevocably undertaken to vote in favour of the Tenaz Resolution at the Tenaz Special Meeting in respect of 2,347,075 Tenaz Shares in aggregate, representing approximately 8.25 percent of the issued ordinary share capital of Tenaz on the Latest Practicable Date.

Further details of these irrevocable undertakings (and the circumstances in which the irrevocable undertakings will cease to be binding) are set out in Appendix II.

8. Information relating to Tenaz

Introduction

Tenaz Energy Corp. is a public energy company, listed on TSX (symbol: TNZ), focused on the acquisition and sustainable development of international oil and gas assets capable of generating significant free cash flow.

As at 31 December 2021, Tenaz had total assets of C$75.4 million, including cash and cash equivalents of C$25.5 million, and shareholders' equity of C$65.3 million. Tenaz had no outstanding third party debt (other than accounts payable in the ordinary course of business) with additional available liquidity from its C$4.0 million revolving credit facility.

Financial Highlights

Key financial highlights from Tenaz's most recently disclosed annual results* as of December 31, 2021 are summarised below.

Track Record of Shareholder Returns

Tenaz's management has a history of successfully employing an acquire-and-exploit strategy to build public E&P companies. With this strategy Tenaz emphasises technical excellence in the evaluation of M&A opportunities to effect value adding acquisitions and follow-on operational improvements to further enhance returns. Tenaz's management has experience running intermediate sized, globally diversified operations with production in excess of 100 mboe/d. Tenaz believes in returning cash to shareholders through a growth and income capital markets model. 

Outlook

Tenaz has a vision of building an intermediate-sized E&P company by executing an acquire-and-exploit strategy targeting international assets. This vision will be underpinned by the management team's strong technical and commercial capabilities in executing international M&A, and by an acquisition pipeline that is expected to result in significant growth, increased operating economies of scale and a meaningful capital markets presence.

In addition to pursuing the international acquire-and-exploit strategy, Tenaz has an 87.5 percent operated interest in a semi-conventional development project in the Leduc-Woodbend area of Alberta, Canada. The project targets the Rex zone within the Mannville formation across a contiguous asset base with Tenaz-owned infrastructure. This oil-weighted play offers significant advantages, including robust drilling economics, a large operated land position, self-sufficient infrastructure with excess capacity, ease of surface access, and low abandonment obligations. Tenaz's Leduc-Woodbend project has a significant drilling inventory capable of providing production growth for a number of years. Tenaz will continue to develop this project to generate moderate growth and free cash flow that can be deployed in support of its overall corporate strategy.

Capital investment for 2022 is budgeted to be C$5.8 million, with annual production guidance of 1200-1300 boe/d representing 25% growth over 2021 levels. Based on current commodity prices, capital investment will be significantly less than 2022 funds flow from operations. The Leduc-Woodbend asset base offers optionality to increase the size of the 2022 capital program, and Tenaz may elect to drill more wells in the current program. 

9. Information relating to SDX

SDX is an AIM-listed international oil and gas exploration, production, and development company, headquartered in London, United Kingdom, with a focus on Morocco and Egypt. SDX was listed on the London Stock Exchange on 20 May 2016, following it being established by the Combination of Sea Dragon Energy Inc. and Madison Petrogas Ltd in October 2015.

 

SDX's strategy is to leverage its existing organisational capabilities and competitive positions/relationships,

supported by a strong ESG ethos, to access organic and inorganic, low-cost, high-margin opportunities which generate stable cash flows and self-funded upside. Its portfolio contains interests in seven concessions in Egypt and Morocco and has a strong weighting of fixed-price gas assets with average operating costs of less than $5/boe and attractive margins. Whilst this provides resilience in a low commodity price environment, SDX's portfolio also includes high impact exploration opportunities in both Egypt and Morocco.

 

 

a) Egypt

 

In Egypt, SDX has working interests in two producing assets:

 

(i) a 36.9 percent operated interest in the South Disouq and Ibn Yunus gas fields, and a 67.0 percent operated interest in the Ibn Yunus North gas field, each of which are in the Nile Delta. At the South Disouq field gas is produced from wells SD-1X, SD-3X,SD-4X and SD-5X, while at the Ibn Yunus field gas is currently produced from discovery well IY-1X and development well IY-2. At the Ibn Yunus field gas is produced from the SD-12X well, with the SD-12_East appraisal well expected to be brought on production by July 2022. These gas fields are serviced by a central processing facility, a ten kilometer export pipeline, and its accompanying pipeline tie-ins; and

 

(ii) a 50 percent non-operated production services interest in the Meseda and Rabul fields, located onshore in the Eastern Desert, situated in the G and H blocks of the West Gharib concession. At present, SDX and its partner are undertaking a 13-well drilling campaign that commenced in Q4 2021 and is expected to continue into 2023, with the goal of increasing gross field production to 3,500 - 4,000 bbl/d by early 2023.

 

b) Morocco

 

In Morocco, SDX has a 75 percent working interest in four exploration permits, all of which are situated in the Gharib Basin and are characterized by attractive gas prices and low operating costs, as follows:

 

(i) Sebou Central and Gharb Occidental (development/production) - these permits include SDX's core production area as well as further development prospectivity. Gas produced is delivered to seven industrial customers via an 8" 55km pipeline and distribution network to the industrial city of Kenitra that has a capacity of 20 mmscf/d. A significant portion of these permits is covered by high-quality 3D seismic which has historically yielded a circa 80% exploration development success rate;

 

(ii) Lalla Mimouna Sud (exploration) - this permit is adjacent to the producing Sebou/Gharb Occidental permits. Future discoveries will be tied into the existing gas distribution network; and

 

(iii) Moulay Bouchta Quest (exploration) - an exploration license that was awarded to SDX in 2019 for a period of eight years and has committed SDX to reprocess 150 km of 2D seismic data, acquire 100 km2 of new 3D seismic, and drill one exploration well within the first three-and-a-half-year period.

 

 

As of 31 December 2021, SDX has net proved and probable (2P) reserves of 7.00 mmboe and 0.18 mmboe of contingent (2C) resources*.

 

SDX directly employs 61 employees as at 24 May 2022 and achieved revenues of US$53.9 million in the financial year ended 31 December 2021. As at 31 December 2021, SDX had total assets exceeding US$98.4 million and for the financial year ended 31 December 2021 incurred a net loss of US$24.0 million. As at 31 December 2021, SDX held approximately US$18.5 million of working capital (including US$10.6 million of cash), no debt and US$69.1 million of Canadian tax pools.

 

*SDX's 2P reserve estimates were prepared by an independent qualified reserves auditor.

 

10. Tenaz's strategic intentions regarding SDX and its stakeholders

No statements in this paragraph 10 are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

Employees and management

The SDX Board and the Tenaz Board believe the Combination is a highly compelling strategic proposition, with significant value creation and wider advantages for both sets of shareholders and stakeholders, including the employees of the Combined Group. Tenaz attaches great importance to the skills and experience of the existing operational management and employees of SDX and intends, so far as is possible, to retain this talent within the Combined Group. For that reason, Tenaz envisages that only those functions which have historically been related to SDX's status as a standalone listed company in the UK will be redundant reflecting SDX ceasing to be a standalone listed company in the UK. Beyond these redundant functions, Tenaz does not expect any immediate material change in the balance of skills and functions of SDX employees. Tenaz does not intend to make any material changes to the conditions of employment of SDX employees.

The Combined Group will also benefit from the retention of the extensive experience and expertise of two of SDX's directors, with Michael Doyle and Catherine Stalker joining the board of Tenaz as non-executive directors from Completion, and it is also expected that Mark Reid and Nick Box will continue as consultants to SDX for a period of up to six months from Completion. Each will receive a fixed fee equal to 50% of their current annual base salaries in respect of their half-year of services. Rothschild and Co has confirmed that, in its opinion, the terms of the consultancy arrangements with Mark Reid and Nick Box are fair and reasonable so far as the other SDX shareholders are concerned. It is expected that the SDX Directors will step down from the SDX Board upon Completion.

The Tenaz Board has given assurances to the SDX Directors that, following the Combination becoming or being declared unconditional in all respects, the existing employment rights, including pension rights, of all employees of the SDX Group will be fully safeguarded.

Share plans

In respect of the existing awards granted under the SDX Share Option Schemes, it is the intention of SDX's remuneration committee that, in aggregate, options over 3,626,605 SDX Shares will be determined as fully vested on the date of the Scheme Court Order (being those vested awards and 50% of all unvested awards outstanding as at the Latest Practicable Date). Vested SDX Options granted under the SDX Share Option Schemes will be exercisable until six months (or, in the case of the SDX CSOP, twenty days) after the Effective Date (unless they lapse earlier under the terms of the SDX Share Option Schemes).

Further details of the terms of such proposals will be set out in separate letters to be sent to participants of each of the SDX Share Option Schemes. Details of the impact of the Combination on the outstanding options will be set out in the Scheme Document.

SDX has indicated that it does not intend to grant any additional employee share incentive options prior to the Long Stop Date.

Headquarters

Tenaz intends that the Combined Group will be headquartered at the offices of Tenaz in Calgary. In practice, however, Tenaz does not intend or envisage that this will necessitate the reassignment or relocation of SDX's headquarters and headquarters functions based at SDX's current London headquarters (other than as set out above with regard to roles relating to SDX's status as a public company).

Listing Locations

Upon Completion, the Combined Group will be called Tenaz Energy Corp. and be listed on the TSX. Recognising the advantages that being listed on a UK exchange might offer to Tenaz and its current and future shareholders, Tenaz is exploring the possibility of a future admission to trading of the Tenaz Shares on a UK exchange, but there can be no certainty that this will occur or as to its potential timing.

Settlement

Unlike SDX Shares, Tenaz Shares are not capable of being directly held, transferred or settled through the usual UK settlement systems, such as CREST. For this reason, it is intended that Scheme Shareholders who hold their SDX Shares in uncertificated form through CREST will not be issued with New Tenaz Shares directly but will instead (subject to the position of persons in Restricted Jurisdictions) be issued with depositary interests to be delivered, held and settled in CREST. Such depositary interest arrangements will reflect the economic rights attached to the New Tenaz Shares. However, while holders of depositary interests will have an entitlement to the underlying New Tenaz Shares, they will not be the registered holders of the New Tenaz Shares.

Where a Scheme Shareholder holds Scheme Shares in certificated form, any New Tenaz Shares to which such Scheme Shareholder is entitled pursuant to the Scheme are expected to be issued shortly after the Effective Date. Tenaz's constitutional documents allow for Tenaz to participate in the Canadian Direct Registration System, whereby securities are held in "book-entry" (registered) form without having a physical security certificate issued as evidence of ownership. Instead, Tenaz Shares are held in each shareholder's name and registered electronically on Tenaz's records, which are maintained by its transfer agent. Holders of securities in DRS (book-entry form) have all the traditional rights and privileges as holders of securities in certificated form.

Further details of these arrangements are expected to be set out in the Scheme Document.

Other

The SDX Shares are currently admitted to trading on AIM. It is intended that dealings in the SDX Shares will be suspended at 5.00 p.m. London Time on the Business Day prior to the Effective Date. As set out in paragraph 15, an application will be made to the London Stock Exchange for the cancellation of the admission of the SDX Shares to trading on AIM, with effect shortly following the Effective Date. It is also intended that, following the Effective Date, SDX will be re-registered as a private company under the relevant provisions of the Companies Act.

Tenaz has no plans to redeploy SDX's fixed assets, and SDX has no material research and development function.

The financial year end of the Combined Group will be 31 December.

Intentions in relation to Tenaz

Tenaz does not plan to make any material changes to its business, to the terms and conditions of employment of its staff or in the balance of skills and functions of its employees and management in consequence of the Combination. Tenaz intends to retain its group-wide head office in Calgary, Alberta, Canada.

Response of SDX Board

The SDX Board has given due consideration to Tenaz's stated intention and assurances noted above in deciding to recommend the Combination.

11. SDX Share Option Schemes

The Combination will extend to any SDX Shares which are issued or unconditionally allotted and fully paid (or credited as fully paid) before the date on which the Combination closes (or, subject to the Takeover Code, by such earlier date as Tenaz may decide), including SDX Shares issued pursuant to the exercise of vested options granted under the SDX Share Option Schemes or otherwise. The anticipated position in respect of the vesting of options under the SDX Share Option Schemes is as set out in paragraph 10 above.

Participants in the SDX Share Option Schemes shall be contacted regarding the effect of the Combination on their rights under the SDX Share Option Schemes and appropriate proposals shall be made to such participants in due course in accordance with Rule 15 of the Takeover Code.

The Scheme will extend to any SDX Shares which are unconditionally allotted or issued at or before the record time for the Scheme, including those allotted or issued to satisfy the exercise of options or vesting of awards under the SDX Share Option Schemes.

The Scheme will not extend to SDX Shares issued after the record time for the Scheme. However, it is proposed to amend SDX's articles of association at the SDX General Meeting to provide that, if the Combination becomes Effective, any SDX Shares issued to any person other than Tenaz or its nominee after the record time for the Scheme (including in satisfaction of an option exercised or award vesting under the SDX Share Option Schemes) will be automatically transferred to Tenaz or its nominee in consideration for the payment by Tenaz to such persons of an amount equal to the consideration payable under the terms of the Combination for each SDX Share so transferred.

12. Offer-related arrangements

Confidentiality Agreements

On 6 April 2022 SDX and Tenaz entered into an agreement relating to the Combination, pursuant to which Tenaz agreed to keep confidential certain information supplied by SDX for the purposes of considering the proposed Combination. In consideration of the confidential information being supplied, Tenaz has agreed that, save with the prior written consent of SDX, it will not, for a period of 12 months, directly or indirectly, alone or with others acquire, announce an intention to acquire, offer or propose to acquire, solicit an offer to sell or agree to acquire, or enter into any agreement, arrangement or undertaking to acquire, any direct or indirect interest in any SDX Shares, in any shares of a member of SDX Group or in the business, assets or undertaking of SDX or any other member of SDX Group.

This agreement also contains undertakings from Tenaz to SDX that for a period of 12 months Tenaz will not solicit for employment or endeavour to entice away certain officers or employees of SDX Group without prior written consent of SDX. Further, for a period of 12 months Tenaz will not approach any of SDX's customers or suppliers without prior written consent of SDX.

On 13 May 2022 SDX and Tenaz entered into a further agreement relating to the Combination, pursuant to which SDX agreed to keep confidential certain information supplied by Tenaz for the purposes of considering the proposed Combination.

Co-operation Agreement

Tenaz and SDX have entered into a Co-operation Agreement dated 24 May 2022 with respect to the conduct of the Combination, pursuant to which they have agreed, among other things:

• that they intend to implement the Combination by way of the Scheme, subject to the ability of Tenaz, with the consent of the Panel and SDX or, in certain circumstances, without the consent of SDX, to proceed by way of a Takeover Offer;

 

• to work together, in good faith cooperation, to provide information and assistance to one another, as needed, for the purposes of obtaining any requisite authorisations or regulatory clearances or approvals; and

 

• to co-operate to write to participants in the SDX Share Option Schemes and to inform them of the impact of the Scheme on their awards; and

 

• Tenaz considers the regulatory clearances at Conditions 3(d) and (e) of Part A of Appendix I to be critical to the success of the Combination and, therefore, if such clearances are not obtained, Tenaz may (at its absolute discretion) seek to invoke the relevant Conditions, which, with the consent of the Panel, would result in the Combination being withdrawn.

13. Dividends

If, after the date of this Announcement, any Non-Permitted SDX Dividend is declared, made or paid or becomes payable in respect of the SDX Shares (other than, or in excess of, any SDX Equalisation Dividend), Tenaz reserves the right to reduce the Exchange Ratio accordingly so as to reflect the aggregate value attributable to any such Non-Permitted SDX Dividend.

If, after the date of this Announcement, any Non-Permitted Tenaz Dividend is declared, made or paid or becomes payable in respect of the Tenaz Shares, then SDX will be entitled to declare and pay, and the SDX Shareholders will be entitled to receive and retain in Sterling, the SDX Equalisation Dividend.

14. Disclosure requirements of the Takeover Code

Except for the irrevocable undertakings referred to above, as at the close of business on 24 May 2022 (being the last Business Day prior to the publication of this Announcement), neither Tenaz, nor any of the Tenaz Directors, nor, any person acting in concert (within the meaning of the Takeover Code) with Tenaz:

(a) has an interest in, or right to subscribe for, any relevant securities of SDX;(b) has any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of relevant securities of SDX;(c) has borrowed or lent (including, for these purposes, entering into any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code) any relevant securities of SDX save for any borrowed relevant securities of SDX which have been either on-lent or sold; or(d) has any outstanding irrevocable commitment or letter of intent with respect to relevant securities of SDX.

Furthermore, save as Disclosed in this Announcement, no dealing arrangement exists with Tenaz or SDX or, so far as each company is aware, any person acting in concert with Tenaz or SDX in relation to relevant securities of SDX. For these purposes, a "dealing arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to relevant securities of SDX which may be an inducement to deal or refrain from dealing in such securities.

In this paragraph 14, "relevant securities of SDX'' means SDX Shares and securities convertible into, or rights to subscribe for, options (including traded options) in respect thereof and derivatives referenced thereto.

15. Further details of the Combination

Terms and conditions

Appendix I to this Announcement sets out the Conditions and further terms to which the Combination will be subject, including details of requisite regulatory approvals.

Scheme of Arrangement

It is intended that the Combination will be implemented by way of a court-approved scheme of arrangement between SDX and Scheme Shareholders under Part 26 of the Companies Act, further details of which are contained in this Announcement and full details of which will be set out in the Scheme Document to be published by SDX in due course. Tenaz reserves the right to effect the Combination by way of a Takeover Offer, subject to the consent of the Panel and the Co-operation Agreement.

The procedure involves, among other things, an application by SDX to the Court to sanction the Scheme, in consideration for which SDX Shareholders who are on the register of members at the Scheme Record Time will receive consideration on the basis set out in paragraph 2 above. The purpose of the Scheme is to provide for Tenaz to become the holder of the entire issued and to be issued ordinary share capital of SDX.

The Combination will be subject to the Conditions and the further terms referred to in Appendix I to this Announcement and the full terms and conditions to be set out in the Scheme Document, and will only become Effective if, among other things, the following events occur on or before the Longstop Date (or such later date as Tenaz and SDX may, with the consent of the Panel, agree and, if required, the Court may allow):

· a resolution to approve the Scheme is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote) at the SDX Court Meeting, whether in person or by proxy, representing 75 percent or more in value of each class of the Scheme Shares held by those Scheme Shareholders;

· the SDX Resolutions are passed at the SDX General Meeting by the requisite majorities of votes validly cast on the SDX Resolutions, whether in person or by proxy;

· the Tenaz Resolution is passed at the Tenaz Special Meeting by the requisite majority;

· the required clearances in Egypt and Morocco are received, as set out in Conditions 3(d) and 3(e) of Part of Appendix I;

· following the SDX Meetings and receipt of such clearances, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by Tenaz and SDX;

· conditional approval being granted by TSX for the New Tenaz Shares to be listed for trading on TSX, subject only to customary conditions; and

· following such sanction, a copy of the Scheme Court Order is delivered to the Registrar of Companies in England and Wales.

Tenaz considers the regulatory clearances at Conditions 3(d) and (e) of Part A of Appendix I to be critical to the success of the Combination and, therefore, if such clearances are not obtained, Tenaz may (at its absolute discretion) seek to invoke the relevant Conditions, which, with the consent of the Panel, would result in the Combination being withdrawn.

Upon the Scheme becoming Effective, it will be binding on all SDX Shareholders, irrespective of whether or not they attended or voted at the SDX Meetings (and if they attended and voted, whether or not they voted in favour) and share certificates in respect of SDX Shares will cease to be valid and entitlements to SDX Shares held within the CREST system will be cancelled.

Subject as stated below, the New Tenaz Shares will be issued in registered form and will be capable of being held in both certificated and uncertificated form. Subject as stated below, the New Tenaz Shares will be issued by Tenaz to SDX Shareholders on or shortly following the Effective Date.

Unlike SDX Shares, Tenaz Shares are not capable of being directly held, transferred or settled through the usual UK settlement systems, such as CREST. For this reason, it is intended that Scheme Shareholders who hold their SDX Shares in uncertificated form through CREST will not be issued with New Tenaz Shares directly but will instead (subject to the position of persons in Restricted Jurisdictions) be issued with depositary interests to be delivered, held and settled in CREST. Such depositary interest arrangements will reflect the economic rights attached to the New Tenaz Shares. However, while holders of depositary interests will have an entitlement to the underlying New Tenaz Shares, they will not be the registered holders of the New Tenaz Shares.

Where a Scheme Shareholder holds Scheme Shares in certificated form, any New Tenaz Shares to which such Scheme Shareholder is entitled pursuant to the Scheme are expected to be issued shortly after the Effective Date. Tenaz's constitutional documents allow for Tenaz to participate in the Canadian Direct Registration System, whereby securities are held in "book-entry" (registered) form without having a physical security certificate issued as evidence of ownership. Instead, Tenaz Shares are held in each shareholder's name and registered electronically on Tenaz's records, which are maintained by its transfer agent. Holders of securities in DRS (book-entry form) have all the traditional rights and privileges as holders of securities in certificated form.

Further details of these arrangements are expected to be set out in the Scheme Document.

Fractions of the New Tenaz Shares will not be allotted or issued pursuant to the Combination, but entitlements of SDX Shareholders will be rounded down to the nearest whole number of New Tenaz Shares and all fractions of New Tenaz Shares will be aggregated and sold in the market as soon as practicable after the Effective Date. The net proceeds of such sale (after deduction of all expenses and commissions incurred in connection with the sale) will be distributed in due proportions to SDX Shareholders who would otherwise have been entitled to such fractions (rounded down to the nearest penny), save that individual entitlements to amounts of less than £5.00 will be retained for the benefit of the Combined Group.

Any SDX Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The SDX Resolutions to be proposed at the SDX General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any SDX Shares issued after the Scheme Record Time (other than to Tenaz and/or its nominees) to be automatically transferred to Tenaz on the same terms as the Combination (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Tenaz and its nominees) holding SDX Shares after the Effective Date.

The Scheme will lapse if:

· the SDX Court Meeting and the SDX General Meeting are not held on or before the 22nd day after the expected date of such SDX Meetings, to be set out in the Scheme Document in due course (or such later date as may be agreed between Tenaz and SDX with the consent of the Panel (and that the Court may allow if required));

 

· the Scheme Sanction Hearing is not held on or before the 22nd day after the expected date of the Scheme Sanction Hearing, to be set out in the Scheme Document in due course (or such later date as may be agreed between Tenaz and SDX with the consent of the Panel (and that the Court may allow if required)); or

 

· the Scheme does not become Effective on or before the Longstop Date,

provided, however, that the deadlines for the timing of the SDX Court Meeting, the SDX General Meeting and the Scheme Sanction Hearing, to be set out in the Scheme Document in due course, may be waived by Tenaz, and the Longstop Date may be extended by agreement in writing between Tenaz and SDX (with the Panel's consent and as the Court may allow, if such consent and/or approval is/are required). If any of the dates and/or times in the Scheme Document 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, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on SDX's website at https://www.sdxenergygroup.com/.

The Scheme Document will include full details of the Scheme, together with notices of the SDX Court Meeting and the SDX General Meeting and the expected timetable, and will specify the action to be taken by Scheme Shareholders. It is expected that the Scheme Document, together with the SDX Forms of Proxy, will be published as soon as practicable and in any event within 28 days of the date of this Announcement (or such later date as may be agreed by Tenaz and SDX with the consent of the Panel).

Subject, amongst other things, to the satisfaction or waiver of the Conditions, it is expected that the Scheme will become Effective in April 2023.

 

Delisting and Cancellation of Trading

It is expected that the last day of dealings in SDX Shares on the London Stock Exchange's AIM market will be the Business Day immediately prior to the Effective Date and no transfers will be registered after 5:00 p.m. (London time) on that date.

SDX intends to seek the cancellation of the trading of SDX Shares on AIM shortly following the Effective Date. An application will be made to the London Stock Exchange prior to the Effective Date to cancel the admission of the SDX Shares to trading on AIM on the first AIM trading day following the Effective Date in accordance with the terms of the Scheme.

On the Effective Date, SDX will become a wholly owned subsidiary of Tenaz (and consequently together with Tenaz, the Combined Group). Tenaz intends that SDX be re-registered as a private limited company shortly following the Effective Date. Recognising the advantages that interlisting might offer to Tenaz and its current and future shareholders, Tenaz is exploring the possibility of a future admission to trading on a UK exchange of the Tenaz Shares but there can be no certainty in this regard or as to its potential timing. 

It is also expected that SDX will make an application to certain Canadian securities commissions after the Effective Date to cease to be a reporting issuer in Canada.

Listing

The existing Tenaz Shares are listed for trading on the TSX.

An application will be made to the TSX for the New Tenaz Shares to be listed for trading. The decision on such listing is at the sole discretion of the TSX. As the number of Tenaz Shares issued or issuable in payment of the purchase price for SDX exceeds 25% of the number of Tenaz Shares which are outstanding, on a non-diluted basis, the TSX Rules require that Tenaz obtain shareholder approval for the issue of the New Tenaz Shares.

It is expected that such listing will become effective and that dealings for normal settlement in the New Tenaz Shares will commence shortly after the Scheme becomes Effective.

Information as to how SDX Shareholders are anticipated to be able to hold, access and trade in Tenaz Shares are set out at paragraphs 10 under "Settlement" and further details are anticipated to be set out in the Scheme Document.

Timing of Tenaz Shareholder Circular

It is expected that the Tenaz Circular, containing further information about the Combination and notices of the Tenaz Special Meeting, together with the Tenaz Form of Proxy, will be delivered and filed as soon as practicable and, in any event, on or around the same date as publication of the Scheme Document. The Tenaz Special Meeting will occur as soon as practicable and, in any event, no more than 50 days after the record date.

16. Overseas Shareholders

The availability of New Tenaz Shares under the Combination, and the distribution of this Announcement to persons who are not resident in the UK may be affected by the laws of the relevant jurisdiction in which they are located. Such persons should inform themselves of, and observe any applicable legal or regulatory requirements of, their jurisdiction. SDX Shareholders who are in doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

None of the securities to be issued pursuant to the Scheme have been or will be registered under the US Securities Act or the securities laws of any state, district or other jurisdiction of the United States, and it is currently intended that the New Tenaz Shares will be issued to US Holders pursuant to the exemption from registration under the US Securities Act of 1933, as amended, provided by Section 3(a)(10) under such Act.

This Announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities. SDX Shareholders are advised to read carefully the Scheme Document and related SDX Forms of Proxy once these have been dispatched.

17. Publication on websites

In accordance with Rule 26.2 of the Takeover Code, copies of the following documents 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):

(a) this Announcement;(b) the irrevocable undertakings to accept (or procure the acceptance of) the Combination referred to in paragraph 7 above;(c) the Confidentiality Agreements referred to in paragraph 12 above;(d) the Co-operation Agreement referred to in paragraph 12 above; and(e) the consent letters referred to in paragraph 18 below.

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.

18. General

Your attention is drawn to the further information contained in the Appendices which form part of, and should be read in conjunction with, this Announcement.

Each of finnCap, Rothschild & Co and Stifel has given and has not withdrawn its written consent to the issue of this Announcement with the inclusion of the references to their names in the form and context in which they appear.

The Combination will be subject to the Conditions and certain further terms set out in Appendix I and the further terms and conditions set out in the Scheme Document when issued. Appendix II contains the sources and bases of certain information contained in this Announcement and the details of the irrevocable undertakings. Appendix III contains the definitions of certain terms used in this Announcement. 

The formal Scheme Document containing further information about the Combination and notices of the SDX Meetings, together with the Forms of Proxy, will be sent to SDX Shareholders as soon as practicable and in any event within 28 days of this Announcement (or on such later date as may be agreed between Tenaz and SDX with the consent of the Panel).

 

Enquiries

Tenaz Corp.

Marty Proctor, Chairman Tel: + 1 (587) 330-1983

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.

 

 

 

 

 

 

 

 

 

 

 

 

Important 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 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 resolutions to be proposed at the SDX General Meetings 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, 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.

It is expected that the Scheme Document (including notices of the SDX Meetings) together with the relevant Forms of Proxy will be sent to SDX Shareholders within 28 days of the date of this Announcement (or on such later date as may be agreed by Tenaz and SDX with the consent of the Panel).

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. It is expected that the Tenaz Circular (including the notice of the Tenaz Special Meeting) together with the Tenaz Form of Proxy, will be mailed to Tenaz Shareholders as soon as is reasonably practicable and in any event within 28 days of this Announcement, unless otherwise agreed with the Panel.

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 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 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 may be restricted by law and/or regulation. Persons who are not resident in the United Kingdom, 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 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 SDX Court Meeting, or to execute and deliver the SDX Forms of Proxy appointing another to vote at the SDX 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 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 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 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.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Takeover Code, Tenaz confirms that, as at 24 May 2022 being the latest practicable Business Day prior to the date of this Announcement, it has 28,458,074 Tenaz Shares in issue. The International Securities Identification Number for Tenaz Shares is CA88034V3048.

In accordance with Rule 2.9 of the Takeover Code, SDX confirms that, as at 24 May 2022 being the latest practicable Business Day prior to the date of this Announcement, it has 205,378,069 SDX Shares in issue. The International Securities Identification Number for SDX Shares is GB00BJ5JNL69.

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.

Use of a Standard

Reserve and resource estimates disclosed or referenced herein have been prepared and evaluated by independent reserves evaluators in accordance with the SPE's Canadian Oil and Gas Evaluation Handbook and in accordance with National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities of the Canadian Securities Administrators. This Announcement also contains references to "boe" (barrels of oil equivalent), "mboe" (one thousand barrels of oil equivalent), and "mmboe" (one million barrels of oil equivalent). Each of Tenaz and SDX has adopted the standard of six thousand cubic feet of gas to one barrel of oil (6 mcf: 1 bbl) when converting natural gas to boes. boe, mboe and mmboe may be misleading, particularly if used in isolation. The foregoing conversion ratios are based on an energy equivalency conversion method primarily applicable at the burner tip and do not represent a value equivalency at the wellhead. Given that the value ratio based on the current price of oil as compared to natural gas is significantly different from the energy equivalent of 6:1, utilizing a conversion on a 6:1 basis may be misleading.

 Appendix I

Conditions and Certain Further Terms of the Scheme and the Combination

Part A

Conditions of the Combination and the Scheme

1 The Combination will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the provisions of the Takeover Code, by no later than 11:59 p.m. on the Longstop Date.

Conditions of the Scheme

2 The Scheme will be conditional upon:

(a)

(i) approval of the Scheme by a majority in number representing not less than 75 percent in value of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) present and voting (and who are entitled to vote), either in person or by proxy, at the SDX Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting; and

(ii) the SDX Court Meeting being held on or before the 22nd day after the expected date for the SDX Court Meeting to be set out in the Scheme Document in due course (or such later date, if any, as Tenaz and SDX may agree (with the consent of the Panel) and the Court may allow, if required);

(b)

(i) the SDX Resolutions being duly passed by the requisite majority or majorities at the SDX General Meeting or at any adjournment of that meeting; and

(ii) the SDX General Meeting being held on or before the 22nd day after the expected date for the SDX General Meeting to be set out in the Scheme Document in due course (or such later date, if any, as Tenaz and SDX may agree (with the consent of the Panel) and the Court may allow, if required); and

(c)

(i) the sanction of the Scheme with or without modification (but subject to any such modification being acceptable to Tenaz and SDX) by the Court and the delivery of the Scheme Court Order to the Registrar of Companies in England and Wales for registration; and

(ii) the Scheme Sanction Hearing being held on or before the 22nd day after the expected date of the Scheme Sanction Hearing to be set out in the Scheme Document in due course (or such later date as Tenaz and SDX may agree (with the consent of the Panel) and the Court may allow).

General Conditions

3 In addition, Tenaz and SDX have agreed that, subject as stated in Part B below and subject to the requirements of the Panel in accordance with the Takeover Code, the Combination will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless such Conditions (as amended, if appropriate) have been satisfied or, where relevant, waived:

Issue and Listing of New Tenaz Shares

(a) the Tenaz Resolution in connection with the issue of the New Tenaz Shares to the Scheme Shareholders being duly passed in accordance with the constating documents of Tenaz and applicable law by Tenaz Shareholders representing the requisite majority of votes cast at the Tenaz Special Meeting at which the Tenaz Resolution is proposed for approval (or at any adjournment thereof, provided that the Tenaz Special Meeting may not be adjourned beyond the 22nd day after the expected date of the Tenaz Special Meeting to be set out in the Tenaz Circular in due course or such later date (if any) as Tenaz and SDX may agree);

(b) the conditional approval of the TSX will have been obtained in respect of the listing and posting for trading of the New Tenaz Shares thereon, subject only to the satisfaction of customary conditions;

(c) the New Tenaz Shares issued pursuant to the Combination shall not be subject to resale restrictions under applicable securities laws (other than as applicable to control persons or pursuant to section 2.8 of National Instrument 45-102 - Resale of Securities of the Canadian Securities Administrators);

Regulatory clearances  

(d) (i) in respect of Sea Dragon (Nile) B.V; either (A) a non-objection letter issued by Egyptian Natural Gas Holding Company (EGAS) confirming that they are aware of the Combination taking place and/or that the name of the relevant SDX Group company will be changed following Completion; or (B) an deed of assignment reflecting the change of control of the relevant SDX Group company being entered into by the relevant parties, including EGAS and the Egyptian Ministry of Petroleum; or (C) any other form of such consent from EGAS that has a similar effect to the items in (A) or (B); and (ii) in respect of SDX Energy (Meseda) Limited, a notification being made to General Petroleum Company informing it of the Combination.

(e) the Competition Council of the Kingdom of Morocco granting relevant anti-trust clearance (or having been deemed to give such clearance) for the indirect change of control of SDX's subsidiaries and branches in Morocco under Article 15 or Article 17 or Law No. 104-12 of 30 June 2014 either unconditionally or subject, as the case may be, to the effective fulfilment of commitments agreed on by the notifying party(ies).

General third party clearances

(f) Excluding any filings required for the purposes of the confirmation or consent referred to in Conditions 3(d) and 3(e) (to which only Conditions 3(d) and 3(e) shall apply), all material filings or applications, including stock exchange applications, having been made, all appropriate waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any relevant jurisdiction deemed required having been complied with, in each case in connection with the Combination or the acquisition by any member of the Wider Tenaz Group of any shares or other securities in, or control of, any member of the Wider SDX Group, where the direct consequence of a failure to make such a notification or filing or to wait for the expiry, lapse, or termination of any such waiting or time period would be material in the context of the Wider Tenaz Group, the Wider SDX Group or the Combination;

(g) Excluding any filings required for the purposes of the confirmation or consent referred to in Conditions 3(d) and 3(e) (to which only Conditions 3(d) and 3(e) shall apply), all authorisations, grants, consents, licences, confirmations, clearances, permissions and approvals for the proposed acquisition of any shares or other securities in, or control of, SDX by any member of the Wider Tenaz Group having been obtained in terms and in a form reasonably satisfactory to Tenaz from all necessary Third Parties or persons with whom any member of the Wider SDX Group has entered into contractual arrangements or other material business relationships, and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals together with all authorisations, orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary or appropriate to carry on the business of any member of the Wider SDX Group, remaining in full force and effect and all filings necessary for such purpose have been made and there being no notice or intimation of any intention to revoke, suspend, restrict, modify or not to renew any of the same at the time at which the Combination becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with, in each case which is or could be material in the context of the Combined Group taken as a whole or material in the context of the Combination;

(h) Excluding any filings required for the purposes of the confirmation or consent referred to in Conditions 3(d) and 3(e) (to which only Conditions 3(d) and 3(e) shall apply), no Third Party having intervened (as defined below) and there not continuing to be outstanding any statute, regulation or order of any Third Party, in each case which is material in the context of the Combination and which would or would reasonably be expected to:

(i) make the Scheme or the Combination or, in each case, its implementation or the acquisition or proposed acquisition by Tenaz or any member of the Wider Tenaz Group of any shares or other securities in, or control or management of, SDX or any member of the Wider SDX Group void, illegal or unenforceable in any relevant jurisdiction, or otherwise directly or indirectly materially restrain, prevent, prohibit, restrict or materially delay the same or impose additional material conditions or obligations with respect to the Scheme or the Combination or such acquisition, or otherwise materially impede, challenge or interfere with the Scheme or Combination or such acquisition, or require material amendment to the terms of the Scheme or Combination or the acquisition or proposed acquisition of any SDX Shares or the acquisition of control or management of SDX or the Wider SDX Group by Tenaz or any member of the Wider Tenaz Group;

(ii) materially limit or delay, or impose any material limitations on, the ability of any member of the Wider Tenaz Group or any member of the Wider SDX Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities in, or to exercise voting or management control over, any member of the Wider SDX Group or any member of the Wider Tenaz Group, to an extent which is material in the context of the Combined Group taken as a whole or material in the context of the Combination;

(iii) except pursuant to sections 974 to 991 of the Companies Act 2006, require any member of the Wider Tenaz Group or of the Wider SDX Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) in any member of the Wider SDX Group;

(iv) materially limit the ability of any member of the Wider Tenaz Group or of the Wider SDX Group to conduct or integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Tenaz Group or of the Wider SDX Group, to an extent which is material in the context of the Wider Tenaz Group taken as a whole or of the Wider SDX Group taken as a whole (as the case may be); or

(v) otherwise materially adversely affect any or all of the business, assets, profits, financial or trading position of any member of the Wider SDX Group or of the Wider Tenaz Group.

Certain matters arising as a result of any arrangement, agreement, etc.

(i) Except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise or other instrument to which any member of the Wider SDX Group is a party, or by or to which any such member or any of its assets is or are or may be bound, entitled or subject or any circumstance, which, in each case as a consequence of the Scheme or Combination or the acquisition or proposed acquisition of any shares or other securities in, SDX or any other member of the Wider SDX Group by any member of the Wider Tenaz Group or otherwise, would be reasonably expected to result in (in any case to an extent which would reasonably be expected to be material in the context of the SDX Group taken as a whole):

(i) any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any member of the Wider SDX Group being or becoming repayable or capable of being declared repayable immediately or prior to its stated maturity date or repayment date or the ability of any member of the Wider SDX Group to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn or inhibited; 

(ii) the creation (save in the ordinary course of business) or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider SDX Group or any such mortgage, charge or other security interest (wherever created, arising or having arisen) becoming enforceable;

(iii) any such arrangement, agreement, licence, permit, franchise or instrument, or the rights, liabilities, obligations or interests of any member of the Wider SDX Group thereunder, being terminated or adversely modified or affected or any adverse action being taken or any obligation or liability arising thereunder;

(iv) any asset or interest of any member of the Wider SDX Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or could cease to be available to any member of the Wider SDX Group otherwise than in the ordinary course of business;

(v) the creation of any material liabilities (actual or contingent) by any member of the Wider SDX Group other than trade creditors or other liabilities incurred in the ordinary course of business;

(vi) the rights, liabilities, obligations or interests of any member of the Wider SDX Group under any such arrangement, agreement, licence, permit, franchise or other instrument or the interests or business of any such member in or with any other person, firm, company or body (or any arrangement or arrangements relating to any such interests or business) being terminated or adversely modified or affected; or

(vii) the financial or trading position or the value of any member of the Wider SDX Group being prejudiced or adversely affected,

which, in each case of the foregoing cases is material and adverse in the context of the Wider SDX Group (taken as a whole) and no event having occurred which, under any provision of any such arrangement, agreement, licence, permit or other instrument, would reasonably be expected to result in any of the events or circumstances which are referred to in paragraphs (i) to (vii) of this Condition 3(i) in any case to an extent which is material in the context of the SDX Group taken as a whole;

Certain events occurring since 31 December 2021

(j) Except as Disclosed, since 31 December 2021:

(i) no member of the Wider SDX Group nor any member of the Wider Tenaz Group, having issued or agreed to issue, or authorised the issue of, additional shares of any class, or securities convertible into or exercisable or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold any shares out of treasury, other than as between SDX and wholly-owned subsidiaries of SDX or any shares issued or shares transferred from treasury upon the exercise of any SDX Options or Tenaz and wholly-owned subsidiaries of Tenaz or any shares issued or shares transferred from treasury upon the exercise of any options or warrants to subscribe for Tenaz Shares which have been Disclosed or any options or awards issued or granted to employees in the ordinary course of business pursuant to the Tenaz Share Plans;

(ii) no member of the Wider SDX Group nor any member of the Wider Tenaz Group, having purchased, redeemed or repaid any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (a) above, made any other change to any part of its share capital;

(iii) no member of the Wider SDX Group having, recommended, declared, paid or made any dividend or other distribution whether payable in cash or otherwise or made any bonus issue (other than to SDX or a wholly-owned subsidiary of SDX or any SDX Equalisation Dividend);

(iv) save as between SDX and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of SDX, no member of the Wider SDX Group having made or authorised any change in its loan capital;

(v) (other than pursuant to the Combination (and except for transactions between SDX and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of SDX or transactions between Tenaz and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Tenaz or transactions in the ordinary course of business)), no member of the Wider SDX Group nor any member of the Wider Tenaz Group, having disposed of or transferred, mortgaged, charged or created any security interest over any material assets or any right, title or interest in any material assets (including shares in any undertaking and trade investments) or authorised the same (in each case to an extent which is material in the context of the SDX Group taken as a whole or the Tenaz Group taken as a whole);

(vi) (except for transactions between SDX and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of SDX, transactions between Tenaz and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Tenaz or otherwise in the ordinary course of business), no member of the Wider SDX Group nor any member of the Wider Tenaz Group , having issued or authorised the issue of, or made any change in or to the terms of, any debentures or incurred or increased any indebtedness or liability (actual or contingent) which is material in the context of the SDX Group taken as a whole or the Tenaz Group taken as a whole;

(vii) no member of the Wider SDX Group nor any member of the Wider Tenaz Group, having entered into, materially varied, or authorised any material agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business, which:

(A) is of a long term, onerous or unusual nature or magnitude or which is reasonably likely to involve an obligation of such nature or magnitude; or

(B) could materially restrict the business of any member of the Wider SDX Group or the Wider Tenaz Group,

and which is material in the context of the SDX Group taken as a whole or the Tenaz Group taken as a whole;

(vi) no member of the Wider SDX Group nor any member of the Wider Tenaz Group, having implemented, or authorised, any reconstruction, merger, demerger, amalgamation, scheme, commitment or other transaction or arrangement other than the Scheme or in the ordinary course of business;

(vii) (other than in respect of a member of the Wider SDX Group which is dormant and was solvent at the time or in respect of a member of the Wider Tenaz Group which is dormant and was solvent at the time) no member of the Wider SDX Group nor any member of the Wider Tenaz Group, having taken any corporate action or had any legal proceedings instituted or threatened against it or petition presented or order made for its winding-up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any material part of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction in each case as would or might reasonably be expected to have a material adverse effect on the financial position of the Wider SDX Group taken as a whole or the Wider Tenaz Group taken as a whole;

(viii) no member of the Wider SDX Group nor any member of the Wider Tenaz Group, having been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business in each case as would or might reasonably be expected to have a material adverse effect on the financial position of the Wider SDX Group taken as a whole or the Wider Tenaz Group taken as a whole;

(ix) no member of the Wider SDX Group nor any member of the Wider Tenaz Group having waived or compromised any claim otherwise than in the ordinary course of business which is material in the context of the SDX Group taken as a whole or the Tenaz Group taken as a whole;

(x) except as Disclosed or envisaged in accordance with the terms of the Scheme, no member of the Wider SDX Group nor any member of the Wider Tenaz Group having made any alteration to its memorandum or articles of incorporation, constitution or by-laws (as applicable) which is material in the context of the Combination;

(xi) no member of the Wider SDX Group having entered into, or materially varied the terms of any contract, agreement or binding arrangement with any directors or senior executives of any member of the Wider SDX Group except for salary increases, bonuses or variations of terms in the ordinary course or as a result of genuine promotion;

(xii) no member of the Wider SDX Group having proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider SDX Group, which is in any such case material in the context of the Wider SDX Group taken as a whole;

(xiii) no member of the Wider SDX Group having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of SDX Shareholders at a general meeting of SDX in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code; or

(xiv) no member of the Wider Tenaz Group having taken (or agreed or proposed to take) any action which Tenaz would not be permitted to undertake under Rule 21.1 of the Takeover Code if it were the offeree for the purposes of that rule;

No adverse change, litigation or regulatory enquiry

(k) Except as Disclosed, since 31 December 2021:

(i) there having been no adverse change or deterioration in the business, assets, financial or trading positions or profit or prospects of any member of the Wider SDX Group taken as a whole or the Wider Tenaz Group taken as a whole (in each case to an extent which is or could be material in the context of the Wider SDX Group taken as a whole or the Wider Tenaz Group taken as a whole, as applicable);

(ii) no contingent or other liability of any member of the Wider SDX Group or of any member of the Wider Tenaz Group having arisen or become apparent or increased other than in the ordinary course of business, which has had or might reasonably be expected to have an adverse effect on the Wider SDX Group taken as a whole or the Wider Tenaz Group taken as a whole and is material to the Wider SDX Group taken as a whole or to the Wider Tenaz Group taken as a whole;

(iii) (other than as a result of, or in connection with, the Combination) no litigation, arbitration proceedings, prosecution or other legal or regulatory proceedings to which any member of the Wider SDX Group or any member of the Wider Tenaz Group is or may become a party (whether as plaintiff, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the Wider SDX Group or the Wider Tenaz Group having been threatened in writing, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Wider SDX Group or any member of the Wider Tenaz Group which in any such case would reasonably be expected to have a material adverse effect on the Wider SDX Group taken as a whole or the Wider Tenaz Group;

(iv) no steps having been taken which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider SDX Group or any member of the Wider Tenaz Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would reasonably be expected to have a material adverse effect on the Wider SDX Group taken as a whole or the Wider Tenaz Group taken as a whole; and

(v) no member of the Wider SDX Group nor any member of the Wider Tenaz Group having conducted its business in material breach of any applicable laws and regulations which in any case is material in the context of the Wider SDX Group taken as a whole or of the Wider Tenaz Group.

No discovery of certain matters

(l) Except as Disclosed, Tenaz not having discovered (in each case to an extent which is or could be material in the context of the Wider SDX Group taken as a whole or material in the context of the Combination):

(i) that any financial or business or other information concerning the Wider SDX Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider SDX Group is materially misleading or contains a material misrepresentation of fact or omits to state a fact necessary to make that information misleading and which was not subsequently corrected before the date of this Announcement by disclosure either publicly or otherwise to Tenaz or its professional advisers;

(ii) (other than in the ordinary course of business) that any member of the Wider SDX Group is subject to any liability (actual or contingent) which is material in the context of the Wider SDX Group taken as a whole;

(iii) any past or present member of the Wider SDX Group has not complied in all material respects with all applicable legislation or regulations of any jurisdiction with regard to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or otherwise relating to environmental matters or the health and safety of any person, or that there has otherwise been any such use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission (whether or not this constituted a non-compliance by any person with any legislation or regulations and wherever the same may have taken place), which in each case, non-compliance would be likely to give rise to any material liability (whether actual or contingent) or cost on the part of any member of the Wider SDX Group; or

(iv) there is any material liability (actual or contingent) to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider SDX Group under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction.

Anti-corruption, sanctions and criminal property

(m) Except as Disclosed, Tenaz not having discovered that:

(i) any:

(A) past or present member, director, officer or employee of the Wider SDX Group has at any time engaged in an activity, practice or conduct which would constitute an offence under the UK Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, The Corruption of Foreign Public Officials Act (Canada) 1998 or any other applicable anti-corruption legislation applicable to the Wider SDX Group; or

(B) person that performs or has performed services on behalf of the Wider SDX Group has at any time engaged in an activity, practice or conduct in connection with the performance of such services which would constitute an offence under the UK Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, The Corruption of Foreign Public Officials Act (Canada) 1998 or any other applicable anti-corruption legislation applicable to the Wider SDX Group;

(ii) any material asset of any member of the Wider SDX Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);

(iii) any past or present member, director, officer or employee of the Wider SDX Group has engaged in any business or made any investments in, or made any payments or assets available to or received any funds or asset from:

(A) any government, entity, or individual with which UK, US or Canadian or European Union persons (or persons operating in those territories) are prohibited from engaging in activities, doing business or from receiving or making available funds or economic resources, by UK, US, Canadian or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, HM Treasury & Customs or Global Affairs Canada;

(B) any government, entity or individual targeted by any of the economic sanctions of the UK, United Nations, United States or the European Union or any of its member states; or

(iv) a member of the SDX Group has engaged in a transaction which would cause the Tenaz Group to be in breach of any law or regulation on Completion of the Combination, including the economic sanctions administered by the United States Office of Foreign Assets Control, HM Treasury & Customs, Global Affairs Canada or any government, entity or individual targeted by any of the economic sanctions of the United Nations, United States or the European Union or any of its member states.

For the purpose of these Conditions:

(a) Authorisations means authorisations, orders, grants, recognitions, determinations, certificates, confirmations, consents, licences, clearances, provisions and approvals, in each case, of a Third Party;

(b) Third Party means any central bank, government, government department or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, authority (including any national or supranational anti-trust or Combination control authority), court, trade agency, stock exchange, association, institution or professional or environmental body or any other person or body whatsoever in any relevant jurisdiction, including, for the avoidance of doubt, the Panel; and

(c) a Third Party shall be regarded as having "intervened" if it has decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or made, proposed or enacted any statute, regulation, decision or order or taken any measures or other steps or required any action to be taken or information to be provided or otherwise having done anything (and in each case, not having withdrawn the same) and "intervene" shall be construed accordingly.

Part B

Certain further terms of the Scheme and the Combination

1 Conditions 3(a) to (m) (inclusive) of Part A of this Appendix I must each be fulfilled or, (if capable of waiver) be waived by 11:59 p.m. on the date immediately preceding the date of the Scheme Sanction Hearing, failing which the Scheme will lapse.

2 Notwithstanding the paragraph above and subject to the requirements of the Panel and the Takeover Code, Tenaz reserves the right in its sole discretion to waive: (i) any of the deadlines set out in Condition 2 of Part A of this Appendix I for the timing of the SDX Court Meeting, SDX General Meeting and the Scheme Sanction Hearing. If any such deadline is not met, Tenaz shall make an announcement by 8:00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with SDX to extend the deadline in relation to the relevant Condition; and (ii) save for Condition 3(j)(xiv), any of Conditions 3(a) to (m) inclusive of Part A of this Appendix I, in whole or in part, and to proceed with the Scheme Court Hearing prior to the fulfilment, satisfaction or waiver of any of the Conditions 3(a) to (m) inclusive (save for Condition 3(j)(xiv) and, in relation to Conditions 3(j)(i), 3(j)(ii), 3(j)(v) to 3(j)(x),and 3(k), only in so far as it relates to SDX, the Wider SDX Group or any part thereof).

3 Notwithstanding the paragraph above and subject to the requirements of the Panel and the Takeover Code, SDX reserves the right in its sole discretion to waive: (i) that part of Condition 3(a) of Part A of this Appendix I relating to the deadline for the Tenaz General Meeting. If such deadline is not met, SDX shall make an Announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked the relevant Condition, waived the deadline or agreed with Tenaz to extend the deadline; and (ii) in whole or in part (only so far as it relates to Tenaz, the Wider Tenaz Group or any part thereof) Conditions 3(j)(i), 3(j)(ii), 3(j)(v) to 3(j)(x), 3(j)(xiv) and 3(k) in Part A of this Appendix I.

4 Save as set out in paragraphs 2 and 3 of this Part B of this Appendix I, Conditions 1, 2 and 3(a) of Part A of this Appendix I may not be waived. 

5 Neither Tenaz nor SDX shall be under any obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 3(a) to (l) inclusive of Part A of this Appendix I by a date earlier than the latest date specified above for the fulfilment of that condition, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are, at such earlier date, no circumstances indicating that any Condition may not be capable of fulfilment.

6 Fractions of New Tenaz Shares will not be allotted or issued to holders of SDX Shares. Fractional entitlements will be rounded down to the nearest whole number of New Tenaz Shares.

7 Tenaz reserves the right to elect to implement the Combination by way of a takeover offer in compliance with the Takeover Code, subject to the Panel's consent and NI 62-104 and the terms of the Co-operation Agreement. In such event, such Takeover Offer will be implemented by Tenaz or a wholly-owned subsidiary of Tenaz on the same terms and conditions (subject to appropriate amendments, including (without limitation) an acceptance condition set at 75 percent (or such other percentage (being more than 50 percent) as Tenaz may decide (subject to the Panel's consent) of the shares to which such Takeover Offer relates) so far as applicable, as those which would apply to the Scheme.

8 If the Panel requires Tenaz to make an offer for SDX Shares under the provisions of Rule 9 of the Takeover Code, Tenaz may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.

9 The Combination will be subject, inter alia, to the Conditions and certain further terms which are set out in this Appendix I and those terms which will be set out in the Scheme Document and such further terms as may be required to comply with the provisions of the AIM Rules and the provisions of the Takeover Code.

10 SDX Shares will be acquired by Tenaz fully paid and free from all liens, equitable interests, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them, including the right to receive and retain all dividends and distributions (if any) declared, made or payable after the date of this Announcement. 

11 This Announcement and any rights or liabilities arising hereunder are, and the Combination, the Scheme, any Forms of Proxy and any Form of Election will be governed by the laws of England and be subject to the jurisdiction of the English Courts and to the conditions and further terms set out in this Announcement and in the Scheme Document. The Combination will be subject to the applicable requirements of the Takeover Code, the Panel, the AIM Rules, the London Stock Exchange and Canadian securities laws.

12 Any persons who are subject to the laws of any jurisdiction other than the England should inform themselves about and observe any applicable requirements. Further information in relation to Overseas Shareholders will be contained in the Scheme Document.

13 Under Rule 13.5(a) of the Takeover Code, Tenaz may not invoke a Condition so as to cause the Combination not to proceed, to lapse or to be withdrawn except with the consent of the Panel. The Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Tenaz in the context of the Combination. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise. The Conditions contained in paragraph 1, 2(a)(i), 2(b)(i) and 2(c)(i) of Part A of this Appendix I and, if applicable, any acceptance condition if the Combination is implemented by means of an Takeover Offer, are not subject to Rule 13.5(a) of the Takeover Code.

14 Under Rule 13.6 of the Takeover Code, SDX may only invoke a Condition so as to cause the Combination not to proceed, to lapse or to be withdrawn if the circumstances which give rise to the right to invoke the Condition are of material significance to SDX Shareholders in the context of the Combination.

15 If, after the date of this Announcement, any Non-Permitted SDX Dividend is declared, made or paid or becomes payable in respect of the SDX Shares, Tenaz reserves the right to reduce the Exchange Ratio accordingly so as to reflect the aggregate value attributable to any such Non-Permitted SDX Dividend.

16 If, after the date of this Announcement, any Non-Permitted Tenaz Dividend is declared, made or paid or becomes payable in respect of the Tenaz Shares, then SDX will be entitled to declare and pay, and the SDX Shareholders will be entitled to receive and retain in Sterling, the SDX Equalisation Dividend.

17 Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

 

 

APPENDIX IIBASES AND SOURCES

1. Unless otherwise stated in this Announcement:

(a) financial information relating to Tenaz has been extracted from the audited accounts of Tenaz for the financial year ended 31 December 2021;(b) financial information relating to SDX has been extracted from the audited accounts of SDX for the financial year ended 31 December 2021;(c) the value of the fully diluted share capital of SDX is based upon 205,378,069 SDX Shares in issue on 24 May 2022 (being the last Business Day prior to the publication of this Announcement), together with 3,626,605 SDX Shares falling to be issued upon the exercise of options under the SDX Share Option Schemes and which have an exercise price which is lower than the Offer Price and would therefore be expected to be exercised in connection with the Combination;(d) the number of New Tenaz Shares to be issued in respect of the Combination is calculated based upon the number of SDX Shares in issue (as described in sub-paragraph 1(c) above) resulting in the issue of approximately 15,675,351 New Tenaz Shares;(e) the market capitalisation of the Combined Group is calculated on the basis of 28,458,074 Tenaz Shares in issue as at 24 May 2022 (being the last Business Day prior to the publication of this Announcement) and 15,675,351 New Tenaz Shares to be issued pursuant to the Combination;(f) all share prices for SDX and Tenaz Shares are derived from Bloomberg as at the relevant date;(g) all share prices quoted for SDX Shares and Tenaz Shares are the Closing Prices on AIM and TSX respectively, unless otherwise stated; and(h) all exchange rates are derived from www.bankofcanada.ca and unless otherwise stated is assumed to be: 0.8016 with regard to GBP:USD, 0.6248 with regard to GBP:CAD and 0.7794 with regard to USD:CAD

2. Financial benefits of the Combination

(a) all relevant metrics extracted from the audited financial information of each company as at and for the year or quarter ended 31 December 2021 (as appropriate) and the formal announcement of such: in the case of SDX, "Full year 2021 Financial and Operating Results, 18 March 2022; in the case of Tenaz, "2021 Year-end results and reserves", 24 March 2022;(b) combined production per share calculated as SDX stated production guidance of 3,300 - 3,550 boe/d including the disposal of South Disouq plus Tenaz stated production guidance of 1,200-1,300 boe/d, with a resultant combined midpoint of these ranges of 4,650 mboe;(c) proforma operating income is a non-IFRS measure and represents a measurement of the combined operational scale of the proforma entity. Combined "operating income per share" on a proforma combined basis for the three months ended 31 December 2021 of C$16.1m has been calculated as the operating netback of Tenaz of C$3.4m plus that of SDX of US$11.5m (C$14.5m), less 33% of the US$4.4m (C$5.5m) attributable to South Disouq, at the above exchange rates;(d) accretion has been calculated as the percentage increase in these metrics as compared to those of Tenaz on a standalone basis as at and for the same time period; and(e) The denominator in each proforma case is the fully diluted issued share capital of the Combined Group which is expected to be 44,133,425 following Completion.

3. Irrevocable undertakings in respect of SDX Shares

Irrevocable undertakings to accept, or to procure the acceptance of, the Combination have been received by Tenaz from the following persons in respect of the following interests in SDX Shares:

Name	Number of SDX Shares committed	Percentage of entire existing issued share capital of SDX
Michael Doyle	2,169,669	1.06%
David Mitchell	1,809,450	0.88%
Mark Reid	692,897	0.34%
Tim Linacre	160,000	0.08%
Catherine Stalker	111,359	0.05%
Nick Box Total	97,261 5,040,636	0.04% 2.45%

Notes:

These irrevocable undertakings to accept the Offer remain binding, even if a higher competing offer is announced by a third party, unless the Offer lapses or is withdrawn. These irrevocable undertakings also cover options over SDX Shares granted under the SDX Option Schemes. The number of SDX Shares stated as being irrevocably committed excludes any SDX Shares arising from the exercise of SDX Options. The irrevocable undertakings given by Mark Reid and Nick Box include irrevocable undertakings not to dispose of the New Tenaz Shares that they will receive in relation to the Combination for a period of six months from the Effective Date, save in certain limited circumstances.

 

 

4. Irrevocable undertakings in respect of Tenaz Shares

Irrevocable undertakings to vote in favour of the Tenaz Resolution have been received by Tenaz from the following persons in respect of the following interests in Tenaz Shares:

Name	Number of Tenaz Shares committed	Percentage of entire existing issued share capital of Tenaz
Anthony Marino	920,000	3.23%
Michael Kaluza	222,300	0.78%
Bradley Bennett	178,000	0.63%
David Burghardt	322,592	1.13%
Jon Balkwill	119,000	0.42%
Jen Russel-Houston	111,200	0.39%
Marty Proctor	111,200	0.39%
Travis Stephenson	106,333	0.37%
Anna Alderson	19,500	0.07%
John Chambers	167,450	0.59%
Mark Rollins Total	69,500 2,347,075	0.24% 8.25%

Notes:

These irrevocable undertakings also cover options over Tenaz Shares granted under Tenaz's option and incentive schemes. The number of Tenaz Shares stated as being irrevocably committed excludes any Tenaz Shares arising from such schemes.

 

 

APPENDIX IIIDEFINITIONS

The following definitions apply throughout this Announcement unless the context otherwise requires:

"1P"	Total Proved
"2C"	Best Estimate of Contingent Resources
"2P"	Total Proved + Probable
"AIM''	the AIM market of the London Stock Exchange
"AIM Rules''	the rules governing the admission to, and operation of, AIM as set out in the AIM Rules for Companies published by the London Stock Exchange from time to time
"Announcement"	this announcement
"Australia"	the commonwealth of Australia, its states, possessions and territories and all areas subject to its jurisdiction or any political subdivision thereof
"boe"	barrels of oil equivalent the term boe may be misleading, particularly if used in isolation. Per boe amounts have been calculated by using the conversion ratio of six thousand cubic feet (6 Mcf) of natural gas to one barrel (1 bbl) of crude oil. The boe conversion ratio of 6 Mcf to 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalent of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value
"boe/d"	barrels of oil equivalent per day
"Business Day"	a day (excluding Saturdays, Sundays and public holidays) on which banks are generally open for business in the City of London
"C$" or "CAD" or "Canadian Dollars"	the lawful currency of Canada
"Canada"	Canada, its possessions, provinces and territories and all areas subject to its jurisdiction or any political subdivision thereof
"certificated'' or"in certificated form''	in relation to a share or other security, not in uncertificated form (that is, not in CREST)
"Closing Price"	the last trading price of a SDX Share or a Tenaz Share (as the case may be) as derived from the websites of the London Stock Exchange and TSX, respectively
"Combination"	the proposed acquisition of the entire issued ordinary share capital of SDX by Tenaz (other than the Excluded Shares) to be implemented by way of the Scheme or, should Tenaz so elect (with the consent of the Panel) by way of the Takeover Offer, and, where the context admits, any subsequent revision, variation, extension or renewal thereof
"Combined Group''	the combined businesses of the Tenaz Group and the SDX Group following the Combination becoming or being declared unconditional in all respects
"Companies Act 2006"	the UK Companies Act 2006, as amended from time to time
"Completion"	completion of the Combination
"Conditions"	the conditions to the Combination which are set out in Appendix I to this Announcement
"Contingent"	in relation to oil & gas reserves, according to the Canadian Oil and Gas Evaluation Handbook, means those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations using established technology or technology under development, but which are not currently considered to be commercially recoverable due to one or more contingencies
"Co-operation Agreement"	the agreement dated 25 May 2022 between SDX and Tenaz as described in paragraph 12
"Court"	the High Court of Justice in England and Wales
"CREST''	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & International Limited is the Operator (as defined in the CREST Regulations) in accordance with which securities may be held and transferred in uncertificated form
"CREST Regulations''	the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755) (including as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018)
"Daily Official List''	the daily official list of the London Stock Exchange
"Dealing Disclosure"	the Announcement concerning dealings in relevant securities of any party to an offer required for the purposes of Rule 8 of the Takeover Code
"Developed Producing"	in relation to oil & gas reserves, according to the Canadian Oil and Gas Evaluation Handbook, means those reserves that are expected to be recovered from completion intervals open at the time of the estimate. These reserves may be currently producing or, if shut-in, they must have previously been on production, and the date of resumption of production must be known with reasonable certainty
"Disclosed"	in respect of SDX: (i) information disclosed by, or on behalf of, SDX (i) in SDX's annual report and accounts for the financial year ended 31 December 2021; (ii) as publicly announced by SDX (by the delivery of an Announcement to an authorised Regulatory Information Service prior to 24 May 2022; (iii) as disclosed in this Announcement; or (iv) as otherwise disclosed in writing, or in the documentation or written information provided (including in the virtual data room operated on behalf of SDX and which Tenaz and its advisers are able to access in respect of the Combination), to Tenaz or its advisers by or on behalf of SDX prior to 24 May 2022 in the context of the Combination; in respect of Tenaz: (i) information disclosed by, or on behalf of, Tenaz (i) in Tenaz's annual report for the financial year ended 31 December 2021; (ii) as publicly announced by Tenaz (by the delivery of an Announcement to an authorised Regulatory Information Service prior to 24 May 2022; (iii) as disclosed in this Announcement; or (iv) as otherwise disclosed in writing, or in the documentation or written information provided, to SDX or its advisers by or on behalf of Tenaz prior to 24 May 2022 in the context of the Combination
"Disclosure Guidance and Transparency Rules"	the Disclosure Guidance and the Transparency Rules of the FCA made pursuant to section 73A of the FSMA
"E&P"	exploration and production
"Effective''	(i) if the Combination is implemented by way of the Scheme, the date on which the order of the Court sanctioning the Scheme under Part 26 of the Companies Act 2006 becomes effective in accordance with its terms; or (ii) if the Combination is implemented by way of a Takeover Offer, such Takeover Offer having been declared or become unconditional in all respects in accordance with the Takeover Code
"Effective Date''	the date upon which the Scheme becomes Effective
"ESG"	environmental, social and governance
"Exchange Ratio"	means the ratio of 0.075 New Tenaz Shares for each 1 SDX Share
"Excluded Shares"	any SDX Shares: (i) registered in the name of, or beneficially owned by, Tenaz or any member of the Wider Tenaz Group or their respective nominees; or (ii) registered in the name of, or beneficially owned by, funds managed by Tenaz or a member of the Wider Tenaz Group or any of their subsidiary undertakings or their respective nominees
"existing Tenaz Shares''	the issued and outstanding Tenaz Shares at the date of this Announcement
"FCA"	the UK Financial Conduct Authority
"FD&A"	Finding, Developing and Acquisition
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"HSE"	health, safety and environment
"Japan"	Japan, its cities, prefectures, territories and possessions and all areas subject to its jurisdiction or any political subdivision thereof
"km"	Kilometres
"km2"	square kilometres
"Latest Practicable Date"	means 24 May 2022, being the latest practicable date before the date of this Announcement
"Listing Rules"	the listing rules, made by the FCA under Part 6 of the FSMA, as amended from time to time
"London Stock Exchange''	London Stock Exchange plc
"Longstop Date''	24 May 2023
"M&A"	mergers and acquisitions
"Market Abuse Regulation"	Regulation (EU) No. 596/2014 of the European Parliament and the Council of 16 April 2014 on market abuse (and/or, as applicable, such regulation as it forms part of the domestic UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018, as amended from time to time)
"mboe"	thousand barrels of oil equivalent
"mboe/d"	thousand barrels of oil equivalent per day
"MENA"	Middle East/North Africa
"mmboe"	million barrels of oil equivalent
"mmscf/d"	million standard cubic feet per day
"New Tenaz Shares''	the new Tenaz Shares proposed to be issued to the Scheme Shareholders pursuant to the Scheme
"NI 62-104"	National Instrument 62-104 - Take-Over Bids and Issuer Bids of the Canadian Securities Administrators
"Non-Permitted SDX Dividend"	any dividend, distribution or return of capital that is declared, made or paid or becomes payable in respect of the SDX Shares after the date of the Announcement with a record date on or before the Effective Date (other than, or in excess of, any SDX Equalisation Dividend)
"Non-Permitted Tenaz Dividend"	any dividend, distribution or return of capital that is declared, made or paid or becomes payable in respect of the Tenaz Shares after the date of the Announcement with a record date on or before the Effective Date
"Offer Period''	the period commencing on 25 May 2022 and ending in accordance with the rules of the Takeover Code
"Opening Position Disclosure"	the announcement required for the purposes of Rule 8 of the Takeover Code containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to an offer if the person concerned has such a position
"Overseas Shareholders"	Scheme Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom
"Panel''	the Panel on Takeovers and Mergers
"PDP"	Proved Developed Producing
"pounds", "£", "pence", "p" or "Sterling"	the lawful currency of the United Kingdom
"prospectus"	a prospectus under the Prospectus Rules
"Prospectus Rules"	the prospectus rules of the FCA made pursuant to section 73A of the FSMA
"Probable"	in relation to oil & gas reserves, according to the Canadian Oil and Gas Evaluation Handbook, are those additional reserves that are less certain to be recovered than Proved reserves. It is equally likely that the actual remaining quantities recovered will be greater or less than the sum of the estimated Proved + Probable reserves.
"Proved"	in relation to oil & gas reserves, according to the Canadian Oil and Gas Evaluation Handbook, are those reserves that can be estimated with a high degree of certainty to be recoverable. It is likely the actual remaining quantities recovered will exceed the estimated proved reserves.
"Regulatory Information Service"	any channel recognised as a channel for the dissemination of regulatory information by listed companies as defined in the Listing Rules
"Restricted Jurisdiction"	the United States, Australia or Japan or any other jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Combination is sent or made available to SDX Shareholders in that jurisdiction
"Rothschild & Co"	N.M. Rothschild & Sons Limited
"Scheme"	the proposed scheme of arrangement under Part 26 of the Companies Act between SDX and the Scheme Shareholders to implement the Combination, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by SDX and Tenaz;
"Scheme Court Order"	the order of the Court sanctioning the Scheme under section 899 of the Companies Act 2006.
"Scheme Record Time"	the time and date specified as such in the Scheme Document, expected to be 6:00 p.m. on the Business Day immediately after the date of the Scheme Sanction Hearing, or such later time as the parties may agree
"Scheme Sanction Hearing"	the hearing of the Court to sanction the Scheme under section 899 of the Companies Act 2006, including any adjournment thereof
"Scheme Shareholders"	holders of the Scheme Shares
"Scheme Shares"	all SDX Shares: (a) in issue at the date of the Scheme Document and which remain in issue at the Scheme Record Time; (b) (if any) issued after the date of the Scheme Document and prior to the Voting Record Time and which remain in issue at the Scheme Record Time; and (c) (if any) issued at or after the Voting Record Time and prior to the Scheme Record Time in respect of which the original or any subsequent holder thereof is bound by the Scheme, or shall by such time have agreed in writing to be bound by the Scheme and which remain in issue at the Scheme Record Time, but excluding any Excluded Shares.
"SDX"	SDX Energy plc (incorporated in England and Wales under the Companies Act 2006 with registered number 11894102), whose registered office is at 38 Welbeck Street, London, United Kingdom, W1G 8DP
"SDX Court Meeting"	the meeting of the Scheme Shareholders convened by order of the Court pursuant to section 896 of the Companies Act 2006 for the purpose of considering and, if thought fit, approving the Scheme (with or without amendment) and any adjournment thereof
"SDX CSOP"	SDX Company Share Option Plan
"SDX Directors'' or "SDX Board"	the board of directors of SDX and "SDX Director" means any member of the SDX Board
"SDX Equalisation Dividend"	a dividend declared or paid by SDX in respect of the SDX Shares following any Non-Permitted Tenaz Dividend of an amount per SDX Share equal to the amount of the Non-Permitted Tenaz Dividend per Tenaz Share multiplied by the Exchange Ratio (taking into account any reduction to the Exchange Ratio arising as a result of any Non-Permitted SDX Dividends)
"SDX Forms of Proxy"	the forms of proxy which will accompany the Scheme Document
"SDX General Meeting"	the SDX General Meeting of the SDX Shareholders to be convened in connection with the Scheme to consider and, if thought fit, to approve the SDX Resolutions (with or without amendment), including any adjournment, postponement or reconvening thereof
"SDX Group"	SDX, its subsidiaries, its holding companies, and the subsidiaries of its holding companies and, where the context so permits, each of them
"SDX LTIP"	SDX Long-Term Incentive Plan
"SDX Meetings"	the SDX Court Meeting and the SDX General Meeting
"SDX Option holders"	holders of SDX Options
"SDX Options"	options or other rights to acquire SDX Shares granted pursuant to the SDX Share Option Schemes or otherwise
"SDX Resolution(s)"	the resolutions to be proposed at the SDX General Meeting necessary to approve and implement the Scheme, including (i) a resolution approving the alteration of SDX's articles of association and authorising the SDX board of directors to take all actions as they may consider necessary or appropriate to give effect to the Scheme and the delisting of the SDX Shares and (ii) a resolution to re-register SDX as a private company
"SDX Share Option Schemes''	the SDX LTIP, the SDX CSOP and the SDX SOP
"SDX Shareholders''	holders of SDX Shares
"SDX Shares''	the existing issued fully paid ordinary shares of 1 pence each in the capital of SDX and any further such shares which are unconditionally allotted or issued and fully paid or credited as fully paid before the date on which the Offer closes (or such earlier date, not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances as Tenaz may, subject to the Takeover Code, decide)
"SDX SOP"	the SDX Stock Option Plan
"Takeover Code''	the City Code on Takeovers and Combinations, issued by the Panel
"Takeover Offer"	if (with the consent of the Panel as applicable) Tenaz elects to implement the Combination by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act 2006, and take-over bid, as defined in NI 62-104 the offer to be made by or on behalf of Tenaz to acquire the entire issued ordinary share capital of SDX and, where the context admits, any subsequent revision, variation, extension or renewal of such offer
"Tenaz''	Tenaz Energy Corp. (incorporated in Canada under Business Corporations Act (Alberta) with a corporate access number 2016495042), whose head office is at Suite 2500 - 605 Fifth Ave SW, Calgary, Alberta, Canada, T2N 2Y9
"Tenaz Circular"	the circular to be mailed to Tenaz Shareholders containing information relating to the Tenaz Special Meeting
"Tenaz Directors'' or "Tenaz Board"	the board of directors of Tenaz and "Tenaz Director" means any member of the Tenaz Board
"Tenaz Form of Proxy"	the form of proxy which will accompany the Tenaz Circular
"Tenaz Group''	Tenaz, its subsidiaries, its holding companies, and the subsidiaries of its holding companies and, where the context so permits, each of them
"Tenaz Resolution''	the resolution approving the issuance of up to 15,675,351 New Tenaz Shares in connection with the Combination to be approved by a simple majority of the votes cast by Tenaz Shareholders present in person (virtually) or represented by proxy at the Tenaz Special Meeting
"Tenaz Shareholders''	holders of existing Tenaz Shares
"Tenaz Shares''	common shares in the capital of Tenaz
"Tenaz Share Plans"	all long term incentive plans and stock option plans of Tenaz as described or defined in the notice of meeting and accompanying information circular (including all schedules, appendices and exhibits thereto) mailed by Tenaz to Tenaz Shareholders in connection with Tenaz's annual general meeting to be held on 31 May 2022, including any amendments or supplements thereto.
"Tenaz Special Meeting"	the special meeting of Tenaz Shareholders (and any adjournment thereof) for the purposes of considering and, if thought fit, approving the Tenaz Resolution
"TSX''	the Toronto Stock Exchange
"TSX Rules''	the TSX Company Manual
"uncertificated'' or "in uncertificated form''	in relation to a share or other security, recorded on the relevant register in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
"United Kingdom'' or "UK''	the United Kingdom of Great Britain and Northern Ireland
"UKLA"	the FCA acting for the purposes of Part VI of the FSMA
"UKLA Rules"	together, the Disclosure and Transparency Rules, the Listing Rules and the Prospectus Rules
"US" or "United States"	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction
"US$" or "USD" or "US Dollar"	the lawful currency of the United States of America
"US Securities Act"	the United States Securities Act 1933, as amended
"Voting Record Time"	the time and date specified as such in the Scheme Document by reference to which entitlement to vote at the SDX Court Meeting will be determined
"Wider SDX Group''	SDX, its subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which SDX and such undertakings (aggregating their interests) have a direct or indirect interest in 20% or more of the voting or equity capital (or the equivalent)
"Wider Tenaz Group''	Tenaz, its subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which Tenaz and such undertakings (aggregating their interests) have a direct or indirect interest in 20% or more of the voting or equity capital (or the equivalent)

For the purposes of this Announcement, the expressions "subsidiary'', "subsidiary undertaking'', "associated undertaking'' and "undertaking'' have the respective meanings given by the Companies Act 2006.

In this Announcement, references to the singular include the plural and vice versa, unless the context otherwise requires. 

All references to time in this Announcement are to London time, unless otherwise stated.

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