THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
Serinus Energy Plc (“Serinus” or the “Company”) (TSX:SEN) (WSE:SEN)
(AIM:SENX), the international upstream oil and gas exploration and
production company that owns and operates projects in Tunisia and
Romania, is pleased to announce the proposed placing of 66,666,667
new ordinary shares of no par value (the “Placing Shares”) at 15.0
pence per Placing Share (the “Placing Price”) (the “Placing”)
raising aggregate proceeds of approximately £10 million and the
proposed admission of its existing issued share capital
and the Placing Shares (together, the “Ordinary Shares”) to trading
on AIM (“Admission”).
Numis Securities Limited (“Numis”) and GMP
FirstEnergy (“GMP FirstEnergy”) are acting as Joint Brokers to the
Company in relation to the Placing and Admission and Numis is
acting as Nominated Adviser to the Company in relation to
Admission.
Pursuant to the Placing and Admission, the funds
raised will be used to strengthen the Company’s balance sheet ahead
of first gas production from the Company’s Moftinu gas project in
Romania and to fund further projects that the Board believes have
the potential to demonstrate high returns within its portfolio.
Placing highlights:
- The Placing will raise gross proceeds of approximately £10
million for the Company
- The Placing Price of 15.0 pence per Placing Share implies a
market capitalisation of the Company at Admission of approximately
£32.6 million
- 66,666,667 Placing Shares will be issued by the Company
representing 44.3% of its aggregate issued share capital prior to
Admission and 30.7% of the aggregate enlarged share capital of the
Company on Admission (assuming no Options are exercised)
- The Company’s existing ordinary shares will continue to be
listed on the TSX and the WSX after Admission under ticker SEN.
Following Admission the Company expects to apply for the delisting
of its Ordinary Shares from the TSX but to maintain its existing
listing on the WSX.
Company highlights:
- Assets onshore in Romania and Tunisia
- Strong reserve and resource position of 12.2 MMboe of Proved
and Probable (2P) Reserves and 1.2 MMboe of risked 2C Contingent
Resources in Tunisia and Romania
- New executive management team put in place in September 2016 to
turn around the business
- Significant value to be unlocked from within the existing
portfolio at attractive rates of return
- Management focused on allocating capital to projects with the
highest estimated returns in the portfolio
- Clear pathway to driving shareholder returns
• Moftinu Gas Development Project in Romania
under construction with planned start-up in late Q2 2018
• Combined group production target of 3,000 boe/d
as 2018 exit rate
It is expected that Admission will occur, and
that dealings in the Ordinary Shares will commence on AIM, at 8.00
a.m. on 18 May 2018 under the ticker SENX and with ISIN
JE00BF4N9R98. The Company's aggregate issued share capital
immediately following Admission will comprise 217,318,805 Ordinary
Shares. The figure of 217,318,805 Ordinary Shares may be used by
Shareholders as the denominator for the calculations by which they
can determine if they are required to notify their interest in, or
a change to their interest in, the Company following Admission.
Further details of the proposed Admission are
included in the Schedule One Announcement and Appendix, which will
be available on the Company's website (www.serinusenergy.com)
today. The details and terms and conditions of the Placing are set
out in the appendix to this announcement (which forms part of this
announcement). Capitalised terms used in this announcement shall,
unless otherwise defined or the context provides otherwise, have
the same meanings given in the Schedule One Announcement and
Appendix.
About SerinusSerinus is an
international upstream oil and gas exploration and production
company that owns and operates projects in Tunisia and Romania.
For further information, please refer to the
Serinus website (www.serinusenergy.com) or contact the
following:
Serinus Energy
plcCalvin BrackmanVice President, External
Relations & StrategyTel.: +1-403-264-8877
cbrackman@serinusenergy.com |
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Serinus Energy plc
Jeffrey AuldChief Executive OfficerTel.:
+1-403-264-8877 jauld@serinusenergy.com |
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Numis Securities
Limited +44 (0) 20 7260 1000 (Nominated Adviser and
Joint Broker) John Prior Paul Gillam Ben Stoop |
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GMP
FirstEnergy +44 (0) 20 7448 0200 (Joint Broker) Hugh
Sanderson Jonathan Wright |
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IMPORTANT NOTICES
This announcement and the information contained
in it is restricted and is not for publication, release or
distribution, in whole or in part, directly or indirectly, in, into
or from the United States, Australia, South Africa or Japan or any
other state or jurisdiction in which publication, release or
distribution would be unlawful, restricted or unauthorised (each a
“Restricted Territory”). This announcement is for
information purposes only and does not constitute an offer to sell
or issue, or the solicitation of an offer to buy, acquire or
subscribe for shares in the capital of the Company in any
Restricted Territory or any other state or jurisdiction in which
such offer or solicitation is not authorised or to any person to
whom it is unlawful to make such offer or solicitation. Any failure
to comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions. Subject to certain
exemptions, the securities referred to in this Announcement may not
be offered or sold in any Restricted Territory or for the account
or benefit of any national resident or citizen of any Restricted
Territory. The Placing Shares have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the “Securities Act”) or with any
securities regulatory authority of any state or other jurisdiction
of the United States and may not be offered, sold, taken up,
resold, transferred or delivered, directly or indirectly, within
the United States except pursuant to registration under the
Securities Act or an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. The Placing Shares are
being offered and sold outside the United States in offshore
transactions in accordance with Regulation S under the Securities
Act (“Regulation S”). No public offering of the
shares referred to in this Announcement is being made in the United
States, United Kingdom, any Restricted Territory or elsewhere. No
representation is being made as to the availability of any
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares.
No prospectus will be made available in
connection with the matters contained in this announcement and no
such prospectus is required (in accordance with the Prospectus
Directive) to be published. Persons needing advice should consult
an independent financial advisor.
The contents of this announcement have not been
reviewed by any regulatory authority in the United Kingdom or
elsewhere. You are advised to exercise caution in relation to the
Placing. If you are in any doubt about any of the contents of this
announcement, you should obtain independent professional
advice.
This announcement has been issued by, and is the
sole responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Numis
or GMP FirstEnergy (together, the “Joint Brokers”) or by any of
their respective affiliates, agents, directors, consultants or
employees as to or in relation to, the accuracy or completeness of
this announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, or any other statement made or purported to be made by or
on behalf of any either Joint Broker or any of their respective
affiliates, agents, directors, consultants or employees in
connection with the Company, the Placing Shares or the Placing and
any responsibility therefore is expressly disclaimed. The Joint
Brokers and each of their respective affiliates, agents, directors,
consultants or employees, accordingly disclaim all and any
liability, whether arising in tort, contract or otherwise in
respect of any statements or other information contained in this
announcement and no representation or warranty, express or implied
is made by either Joint Broker or any of their respective
affiliates, agents, directors, consultants or employees as to the
accuracy, completeness or sufficiency of the information contained
in this announcement.
Numis, which is authorised and regulated by the
FCA in the United Kingdom, and GMP FirstEnergy, with is authorised
and regulated by the FCA in the United Kingdom, are acting solely
for the Company and no one else in connection with the Placing and
Admission and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective
clients nor for providing advice in relation to the Placing and/or
Admission and/or any other matter referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may
be imposed on either Joint Broker by the UK Financial Services and
Markets Act 2000 or by the regulatory regime established under it,
neither Joint Broker nor any of their respective affiliates,
agents, directors, consultants or employees accepts any
responsibility whatsoever for the contents of the information
contained in this announcement or for any other statement made or
purported to be made by or on behalf of either Joint Broker or any
of their respective affiliates, agents, directors, consultants or
employees in connection with the Company, the Placing Shares, the
Placing and/or Admission. The Joint Brokers and each of their
respective affiliates, agents, directors, consultants and employees
accordingly disclaim all and any liability, whether arising in
tort, contract or otherwise (save as referred to above) in respect
of any statements or other information contained in this
announcement and no representation or warranty, express or implied,
is made by either Joint Broker or any of their respective
affiliates, agents, directors, consultants or employees as to the
accuracy, completeness or sufficiency of the information contained
in this announcement.
The offering of the Placing Shares in certain
jurisdictions may be restricted by law. Neither this Announcement
nor any part or copy of it may be taken or transmitted into the
United States or distributed, directly or indirectly, in the United
States, as that term is defined in Regulation S under the
Securities Act. Neither this announcement nor any copy of it may be
taken, transmitted, or distributed directly or indirectly into any
Restricted Territory. Any failure to comply with these restrictions
may constitute a violation of United States or other Restricted
Territory securities laws. No action has been taken by the Company
or any Joint Broker that would permit an offering of such shares or
possession or distribution of this announcement or any other
offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company and the Joint Brokers to inform themselves about, and to
observe, such restrictions.
The information in this announcement may not be
forwarded or distributed to any other person and may not be
reproduced in any manner whatsoever. Any forwarding, distribution,
reproduction, or disclosure of this information in whole or in part
is unauthorised. Failure to comply with this directive may result
in a violation of the Securities Act or the applicable laws of
other jurisdictions.
This announcement does not identify or suggest,
or purport to identify or suggest, the risks (direct or indirect)
that may be associated with an investment in the Placing Shares.
Any investment decision to buy Placing Shares in the Placing must
be made solely on the basis of publicly available information,
which has not been independently verified by either Bank.
No statement in this announcement is intended to
be a profit forecast and no statement in this announcement should
be interpreted to mean that the earnings per share of the Company
for the current or future financial years would necessarily match
or exceed the historical published earnings per share of the
Company.
This announcement includes forward-looking
statements, which include all statements other than statements of
historical facts, including, without limitation, those regarding
the Company’s and/or its subsidiaries’ (the
“Group”) financial position, business strategy,
plans and objectives of management for future operations, or any
statements preceded by, followed by or that include the words
“targets”, “believes”, “expects”, “aims”, “intends”, “will”, “may”,
“anticipates”, “would”, “could” or similar expressions or negatives
thereof. Such forward-looking statements involve known and unknown
risks, uncertainties and other important factors beyond the Group’s
control that could cause the actual results, performance or
achievements of the Group to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Group’s present and
future business strategies and the environment in which the Group
will operate in the future. These forward-looking statements speak
only as at the date of this announcement. The Company, its
directors and its or their advisors expressly disclaim any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statements contained herein to reflect any
change in the Group’s expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statements are based unless required to do so by applicable
law.
Oil and Gas Advisories
Information Regarding Disclosure on Oil
and Gas Reserves. The reserves and resources data set
forth in this Announcement are based upon the Competent Persons
Reports (as defined herein).
BOE. Barrels of oil equivalent
or “boe” may be misleading, particularly if used in
isolation. All volumes disclosed in this Announcement use a
6mcf: 1boe, as such is typically used in oil and gas reporting and
is based on an energy equivalency conversion method primarily
applicable at the burner tip and does not represent a value
equivalency at the wellhead.
Caution Regarding Reserves
Information. This Announcement summarizes the Company's
crude oil and natural gas reserves based on the Competent Persons
Reports. The recovery and reserve estimates of the Company's
crude oil and natural gas reserves provided herein are estimates
only and there is no guarantee that the estimated reserves will be
recovered. Actual crude oil, natural gas and natural gas
liquids reserves may be greater than or less than the estimates
provided herein.
The following classification of reserves is used
in this Announcement:
- “Proved reserves” are those reserves that can be estimated with
a high degree of certainty to be recoverable. It is likely
that the actual remaining quantities recovered will exceed the
estimated proved reserves;
- “Probable reserves” 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 plus probable
reserves; and
- “Possible reserves” means those additional reserves that are
less certain to be recovered than probable reserves. There is
a 10% probability that the quantities actually recovered will equal
or exceed the sum of proved plus probable plus possible
reserves.
Contingent Resources.
Contingent resources are the quantities of petroleum estimated, as
of a given date, to be potentially recoverable from known
accumulations using established technology or technology
underdevelopment, but which are not currently considered to be
commercially recoverable due to one or more contingencies.
Contingencies are conditions that must be satisfied for a portion
of contingent resources to be classified as reserves that are: (a)
specific to the project being evaluated; and (b) expected to be
resolved within a reasonable timeframe. Contingencies may include
factors such as economic, legal, environmental, political and
regulatory matters or a lack of markets. It is also
appropriate to classify as contingent resources the estimated
discovered recoverable quantities associated with a project in the
early evaluation stage.
The estimates of contingent resources
provided in this Announcement are estimates only and there is no
guarantee that the estimated contingent resources will be
recovered. Actual contingent resources may be greater than or less
than the estimates provided in this in this Announcement and the
differences may be material. There is uncertainty that it will be
commercially viable to produce any part of the contingent
resources.
Estimates of contingent resources are by their
nature more speculative than estimates of proved reserves and would
require substantial capital spending over a significant number of
years to implement recovery. Actual locations drilled and
quantities that may be ultimately recovered from our properties
will differ substantially.
Contingent resources estimates that are referred
to herein are risked as to chance of development. Risks that could
impact the chance of development include, without limitation:
political or social instability or unrest, geological uncertainty
and uncertainty regarding individual well drainage areas;
uncertainty regarding the consistency of productivity that may be
achieved from lands with attributed resources; potential delays in
development due to product prices, access to capital, availability
of markets and/or take-away capacity; and uncertainty regarding
potential flow rates from wells and the economics of those wells.
Risk assessment is a highly subjective process dependent upon the
experience and judgment of the evaluators and is subject to
revision with further data acquisition or interpretation.
The following classification of contingent
resources is used in this Announcement:
- Low Estimate (or 1C) means there is at least a 90 percent
probability (P90) that the quantities actually recovered will equal
or exceed the low estimate.
- Best Estimate (or 2C) means there is at least a 50 percent
probability (P50) that the quantities actually recovered will equal
or exceed the best estimate.
- High Estimate (or 3C) means there is at least a 10 percent
probability (P10) that the quantities actually recovered will equal
or exceed the high estimate.
In general, the significant factors that may
change the contingent resources estimates include delineation
drilling, which could change the estimates either positively or
negatively, future technology improvements, which would positively
affect the estimates, and additional processing capacity that could
affect the volumes recoverable or type of production.
Abbreviations
bbl |
Barrel(s) |
Boe |
Barrels of Oil Equivalent |
MMboe |
Million barrels of oil equivalent |
Boe/d |
Barrels of oil per day |
MMcf |
Million Cubic Feet |
MMcf/d |
Million Cubic Feet per day |
£10 million Placing and Proposed
Admission to AIM
Introduction
The Company is an international upstream oil and
gas exploration and production corporation with a diversified asset
base. Its principal assets are located in Romania (development
phase) and Tunisia (production phase).
The Company’s Shares are admitted to trading on
the TSX. 78,629,941 of the Company’s Shares have also been admitted
to trading on the WSX and are currently trading under the symbol
“SEN”. Shortly after Admission, the Company plans to delist from
the facilities of the TSX but maintain its listing on the WSX. The
maximum number of the Company’s Shares which can be traded on the
WSX is 78,629,941, since the remaining number of the Company’s
Shares have not been admitted to trading on the WSX. As at the date
hereof, the Company does not plan to admit a greater number of the
Company’s Shares to trading on the WSX.
The Company is a reporting issuer in the
Provinces and Poland.
Business
strategy
The Company’s strategy is to focus on its assets
in Romania as the impetus for growth over the next several years.
The Moftinu gas development project is a near-term project that is
expected to begin producing from the gas discovery well
Moftinu-1000 and the planned Moftinu-1007 in late Q2 2018. The
Company signed an engineering, procurement and construction and
commissioning contract on 9 May 2017 and construction of a gas
plant with 15 MMcf/d of operational capacity is progressing with
expected first gas production late Q2 2018.
The Company is also progressing its drilling
program to meet work commitments required to achieve a license
extension to October 2019 and plans to drill three additional
development wells (Moftinu-1003 and Moftinu-1004 and Moftinu-1007).
The Company sees potential production from these wells being able
to bring the gas plant to full capacity by early 2019.
In Tunisia, the Company is currently focused on
growing production from Sabria following the shut-in and plans to
carry out low cost incremental work programmes to increase
production from existing wells, including a re-entry at the Sabria
N-2 well and installing artificial lift on another Sabria well,
having determined that production at its oil field can be restarted
in a safe and secure environment with sufficient comfort that there
will be no further production disruptions for the foreseeable
future. The Company views Sabria as a large development opportunity
longer term.
The Company is also evaluating recommencing
production from the Chouech Es Saida field including timing and
costs to replace the electric submersible pump for the CS-3 well
and CS-1 well.
The Company views the level of activity pursued
in Tunisia as dependent on the following thresholds being achieved
and maintained. In terms of oil prices, incremental vertical wells
become economic at Brent oil prices of ~US$45/bbl, with potential
multi-leg horizontal wells lowering the threshold to below
US$30/bbl in Sabria. The current capacity of surface facilities
would only allow for one to three incremental wells for each of
Sabria and Chouech Es Saida/Ech Chouech. As well for Chouech Es
Saida/Ech Chouech, the STEG El Borma gas plant is nearly at its
effective capacity. Further gas developments from this concession
may have to be delayed until the completion of the Nawara Pipeline
for material gas pipeline capacity to come on line.
Romanian Operations
The Company, through its indirect wholly owned
subsidiary Serinus Energy Romania S.A. currently holds a 60%
interest in the Satu Mare Concession, which
expires on 2 September 2034 (the “Satu Mare Concession”). The
holder of the remaining 40% interest has acknowledged that they are
unable to participate in future phases under the Concession.
However, they are currently in a tax dispute with the government of
Romania the results of which are a protective seizure of the
partner’s interest in Romania. Under the conditions of this
protective seizure, by the Romanian fiscal authorities, the holder
of the 40% interest in the Satu Mare Concession is restricted from
transferring this interest without consent.
The Satu Mare Concession is one of the largest
exploration blocks in Romania covering 729,000 gross acres and
bordering Hungary and the Ukraine. The Satu Mare Concession lies on
a prolific oil and gas trend in the Eastern Pannonian Basin. It
possesses a wealth of different plays that are actively producing
along the same trend, including shallow amplitude-supported gas
reservoirs, conventional siliciclastic oil reservoirs and fractured
basement oil and gas reservoirs.
The Satu Mare Concession is on trend with
numerous commercial oil and gas fields. There are four areas of
interest for future exploration and development, prioritised as
follows:
- Berveni AOI which possesses near-term exploration and
development potential from shallow amplitude supported gas
plays;
- Santau-Madaras AOI, which represents near- to medium-term
exploration potential in stratigraphic and structural traps with
previously uncommercialized oil discoveries;
- Nusfalau AOI, which is a long-term exploration opportunity for
large accumulations of stratigraphically trapped oil, similar to
Suplacu de Barcau (162 million barrels of oil equivalent
recoverable); and
- Babesti AOI, which is a long-term exploration opportunity for
large gas accumulations in deep stratigraphic and structural
traps.
Effective 28 October 2016, NAMR, the Romanian
regulator, granted its final approval for the Phase 3 Extension
Addendum for the Satu Mare Concession (the “Addendum”). The term is
for three years and expires on 28 October 2019. The work
obligations pursuant to the extension include the drilling of two
wells to minimum depths of 1,000 and 1,600 metres respectively,
and, at the Company’s option, either the acquisition of 120km2 of
new 3D seismic data or drilling of a third well to a minimum depth
of 2,000 metres.
Serinus Energy Romania S.A. submitted two
request to drill applications to NAMR for two additional
exploration wells (Moftinu-1003 and Moftinu-1004) on 13 June 2017.
NAMR subsequently issued drilling permits for these wells. It is
planned that the Moftinu-1003 well will be drilled in the late
second quarter or early third quarter of 2018 and come into
production in the third quarter. Drilling of this well, together
with drilling of the Moftinu-1007 well and the Moftinu-1004 well
(in early 2019); will mean that all work commitments under the
Addendum will have been met. With commercial success, production
from these wells will be added to the experimental production phase
of the Moftinu gas development project (described below).
The Moftinu gas field was discovered by the
Company in 2014 and is the catalyst for future, self-funded growth
in the Satu Mare Concession. The Company is currently in the final
stages of construction of a 15 MMcf/d gas plant on the field
(the “ Moftinu Project”).The Moftinu Project is expected to tie in
production from two gas wells (Moftinu-1000 and Moftinu-1007) to
the Transgaz national gas pipeline in the third quarter of
2018.
On 18 December 2017, during a routine operation
to prepare the Moftinu-1001 well for future production, an
unexpected gas release occurred and subsequently ignited. The well
was subsequently safely brought back under control but following a
period of evaluation, the Company decided to plug and formally
abandon the well. RPS Energy Canada Ltd completed a root
cause analysis of the incident and concluded that that the well
blow out and resulting fire was due to an error in monitoring the
well fluid level during the well kill operation to remove the well
head and install the Blow-Out Prevention Unit. In addition, it was
noted that due to a delay in installing the Blow-Out Preventer
there was no ability to mechanically control the well from the
surface, thereby resulting in the blow-out. The Company is
currently in the process of completing its coverage claim with its
insurance broker which will cover the emergency costs, remediation
and the costs (currently estimated to be approximately
US$3,600,000) of drilling, testing and completing a replacement
well. EBRD is the loss payee under the relevant insurance policy
and if it insists on allocating all insurance proceeds relating to
the replacement well toward repaying the Company’s indebtedness to
the EBRD, the Company will delay the drilling of Moftinu-1004 until
early 2019.The Company has since identified a new well location
approximately 300 metres north east from the Moftinu-1001 well site
and has received emergency approval under Romanian petroleum
legislation in order to expedite the drilling and completion of
this well (i.e. the Moftinu-1007 well). NAMR has indicated that
they will allow the Moftinu-1007 well to be designated as a
commitment well under Addendum. It is anticipated that
drilling will commence as soon as all other authorisations have
been obtained.
Due to the incident, the Company had to stop
work on the construction of the Moftinu Project resulting in the Q1
estimate of the Company of first gas to be revised to late Q2.
The Moftinu Project’s specifications have not changed as a
result of the incident other than the timing of first gas.
Tunisian
operations
The Company, through its wholly owned
subsidiary, Winstar Tunisia B.V., currently holds five Tunisian
concessions that comprise a diverse portfolio of exploration,
development and producing assets.
Concession/Permit |
Location (within Tunisia) |
Working Interest |
Expiry Date |
Chouech Es Saida (Permit) |
South |
100% |
December 2027 |
Ech Chouech (Permit) |
South |
100% |
June 2022 |
Sabria (Concession) |
Central West |
45%* |
November 2028 |
Zinnia (Concession) |
South Central |
100% |
December 2020 |
Sanrhar (Concession) |
North |
100% |
December 2021 |
*ETAP holds the remaining 55% working
interest.
The five concessions were acquired as part of
the Company’s acquisition of Winstar in 2013 and cover 163,640
gross acres from the northern coast on the Mediterranean Sea down
to the south near the Algerian border.
Currently only Sabria and Choeuch Es Saida are
producing oil and gas. This production can be sustained with
low-risk development drilling, with significant growth
opportunities over the medium to long term. The Company does not
have any outstanding working commitments in relation to any of the
five concessions.
Since the acquisition, the Company has generated
US$113.5 million of revenue, net of royalties, in aggregate from
these assets.
The Tunisian government administers the various
licences through the Tunisian State Oil and Gas company, Entreprise
Tunisienne d’Activités Pétrolières (“ETAP”). ETAP
has the right to back into the Chouech Es Saida concession for up
to a 50% interest, if and when the cumulative crude oil/condensate
sales, net of royalties from the concession exceeds a total 6.5
MMbbl. Current cumulative production was 5.2 MMbbl as at 31
December 2017.
The Company’s operations in Tunisia were beset
by social issues for the most part of 2017 to date. The Sabria
field was shut in on 22 May 2017 and the Choeuch Es Saida field was
shut in on 28 February 2017 both due to the social protests over
the lack of employment opportunities in Southern Tunisia. An
agreement between protestors and the government was achieved by the
end of August 2017 and the Company initiated start-up of the Sabria
field on 7 September 2017. The field has been brought back onto
production and all wells, except for the Win-12bis well, have come
back at pre-shut in levels. The Win-12bis well has a history
of producing at high water cuts after being shut in, the production
from Win-12bis initially decreased by 60% from pre shut-in
levels. The well continued to improve steadily through Q4,
2017, but has in Q1, 2018 produced at a more stable rate of
approximately 162 boe/d net. The Company continues to monitor
the Win12bis well, though it is likely that the Win-12bis well will
require a well intervention to improve performance.
Production from Sabria in January and February 2018 averaged 393
boe/d. The Chouech Es Saida field remains shut-in and the
Company is evaluating the restart of this field in the latter part
of 2018.
Competent person’s
reports
Two reports were prepared by RPS Energy Canada
Ltd (the “Competent Person”) signed by Brian
Weatherill, P.Eng, Reservoir Evaluations Specialist, each dated 5
April 2018 evaluating the reserves and resources of Winstar Tunisia
B.V. and Serinus Energy Romania S.A. as of 31 December 2017 (the
“Competent Person’s Reports”). A summary of the
key findings of the Competent Person’s Reports is appended to the
Company’s annual information form for the year ended 31 December
2017, titled ‘Statement of Reserves Data and Other Oil and Gas
Information for the year ended December 31, 2017’ (and has been
prepared in accordance with National Instrument 51-101 Standards of
Disclosure for Oil and Gas Activities) (the “Form
51-101”). The Company has confirmed to the Competent
Person that there has been no material change of circumstances or
available information since 31 December 2017 and 29 March 2018, the
latter being the date of the Form 51-101. The full versions of the
Competent Person’s Reports are available on the Company’s website
at www.serinusenergy.com.
To the best of the knowledge and belief of the
Competent Person (who has taken all reasonable care to ensure that
such is the case) the information contained in the Competent
Person’s Reports is in accordance with the facts, and does not omit
anything likely to affect the import of such information, other
than as set out in the Public Record.
The competent persons report dated 27 November
2017, effective as of 30 September 2017 and entitled ‘Competent
Persons Report, Tunisian and Romanian Properties of Serinus Energy
as at 30 September 2017’ prepared by the Competent Person has not
been used as it has been superseded in its entirety by the
Competent Person’s Reports.
Relationship
Deed
A relationship deed will be entered into between
the Company, Kulczyk Investments S.A. (“KI”) and Numis Securities
Limited on or around 15 May 2018 and will take effect from
Admission. The relationship deed is conditional on Admission
occurring by 8:00 a.m. (London time) on 18 May 2018 (or such other
date as the parties may agree subject to a long stop date of 15
June 2018), pursuant to which the parties have agreed to manage the
relationship between KI and the Company to ensure that, among other
things, (i) the Company will at all times be capable of carrying on
its business independently of KI and the members of the KI group;
(ii) all transactions and arrangements in the future between the
Company and KI and the members of the KI group, will be at arm’s
length and on normal commercial terms and (iii) KI will not use its
Voting Rights (as defined in the Relationship Deed) to prevent the
Company from complying with applicable laws and regulations (the
“Relationship Deed”). More specifically, KI has agreed to exercise
its Voting Rights in compliance with the AIM Rules and in a way to
ensure the independence of the Board is maintained and that at
least three directors of the Board are independent of KI. Following
Admission, KI will have the right (but not the obligation) to
appoint such number of directors to the Board provided they meet
the requisite voting thresholds set out in the Relationship Deed.
The Relationship Deed will terminate (save in respect of any
accrued rights and obligations in favour of any party prior
thereto) in the event that KI or any party connected to KI holding
Ordinary Shares in the Company from time to time cease together to
hold, either directly or indirectly, more than 15% of the Voting
Rights attaching to the issued Ordinary Shares of the Company, or
the Ordinary Shares cease to be admitted to trading on AIM.
Details of the
Placing
The Company has entered into a Placing Agreement
with the Joint Brokers. Under the terms of the Placing Agreement,
the Joint Brokers have agreed to use reasonable endeavours to
procure subscribers for 66,666,667 Placing Shares, at a price of
15.0 pence per Placing Share (the “Placing Price”) with new and
existing investors, raising gross proceeds of £10.0million before
expenses.
The Placing Shares represent approximately 44.3%
of the Company's existing issued ordinary share capital and the
Placing Price represents a discount of approximately 32.7% to the
closing mid-market price of approximately 22.3 pence per
ordinary share (based on the Company’s closing share price of
1.08zł on the WSX) as at 7 May 2018, being the last date that the
Company’s shares were traded on WSX prior to this announcement. The
Placing Shares have been duly authorised and will, when issued, be
credited as fully paid and will rank pari passu in all respects
with the existing ordinary shares in the Company, including the
right to receive all dividends and other distributions declared,
made or paid in respect of the ordinary shares of the Company.
Application has been made to the London Stock
Exchange for the admission of the Placing Shares to trading on AIM.
Admission is expected to take place at 8.00am on 18 May 2018 and
dealings in the Placing Shares is expected to commence on AIM at
that time. The Company's total issued share capital immediately
following Admission will consist of 217,318,805 Ordinary Shares
with one voting right per share. The above figure of 217,318,805
Ordinary Shares may be used by Shareholders as the denominator for
the calculations by which they can determine if they are required
to notify their interest in, or a change to their interest in, the
Company following Admission.
Your attention is drawn to the detailed terms
and conditions of the Placing described in the Appendix to this
announcement (which forms part of this announcement).
By choosing to participate in the Placing and by
making an oral and legally binding offer to acquire Placing Shares,
investors will be deemed to have read and understood this
announcement in its entirety (including the appendix to this
announcement) and to be making such offer on the terms and subject
to the conditions in it, and to be providing the representations,
warranties and acknowledgements contained in the appendix.
Expected timetable
All references to time in this announcement and
in the expected timetable are to the time in London, United
Kingdom, unless otherwise stated. Each of the times and dates in
the table below are indicative only and may be subject to
change.
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Publication of this
announcement |
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15 May 2018 |
Admission to become
effective and dealings in the Ordinary Shares to commence on
AIM |
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18 May 2018 |
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Exchange Rate
An exchange rate of 4.8432zł per £1 has been
assumed, as at 5.00pm on 14 May 2018.
Share capital
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Issued Share Capital at
Admission (assuming no Options are exercised in the period up to
Admission) |
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217,318,805 Shares |
AIM Symbol |
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SENX |
TSX Symbol |
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SEN |
WSX Symbol |
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SEN |
WSX/AIM ISIN Code |
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JE00BF4N9R98 |
AIM SEDOL Number |
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BF4N9R9 |
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Definitions
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“Admission” |
the
admission of the issued and to be issued shares in the capital of
the Company to trading on AIM becoming effective in accordance with
the AIM Rules for Companies; |
“AIM” |
the
market of that name operated by the London Stock Exchange; |
“AIM Rules for Companies” |
the
AIM Rules for Companies published by the London Stock Exchange from
time to time; |
“Appendix” |
the
appendix to the Schedule One Announcement; |
“Board” or “Directors” |
the
directors of the Company whose names are set out on page 5 of the
Appendix; |
“Joint Brokers” |
Numis
and GMP FirstEnergy acting jointly as Brokers (as such term is
defined under the AIM Rules for Companies) of the Company and
“Joint Broker” shall be construed as any one of them; |
“Company” or “Serinus” |
Serinus Energy Plc, a public company incorporated under the laws of
Jersey with registered number 126344 and whose registered office is
at c/o Minerva Trust & Corporate Services Limited The Le
Gallais Building, 54 Bath Street, St Helier Jersey JE1 8SB; |
“Competent Person” |
RPS
Energy Canada Ltd; |
“Continuance” |
the
legal continuance of Serinus Energy Inc. from under the laws of
Alberta, Canada to under the laws of Jersey, Channel Islands and
the accompanying name change of Serinus Energy Inc. to Serinus
Energy plc; |
“EBRD” |
the
European Bank of Reconstruction and Development; |
“GMP FirstEnergy” |
FirstEnergy Capital LLP; |
“Group” |
the
Company and its subsidiaries as set out at paragraph 1.9 of the
Appendix; |
“ISIN” |
International Securities Identification Number; |
"Jersey" |
the
Bailiwick of Jersey; |
“London Stock Exchange” |
London Stock Exchange plc; |
“MAR” |
Market Abuse Regulation (EU) No 596/2014 including its UK and/or
Polish implementing legislation from time to time; |
“MCT” |
together, McCarthy Tétrault, Registered Foreign Lawyers &
Solicitors (English counsel to the Company) and McCarthy Tétrault
LLP (Canadian counsel to the Company); |
“NAMR” |
the
National Agency for Mineral Resources, the government body
regulating petroleum and mineral resources in Romania; |
“Nominated Adviser” |
the
Nominated Adviser (as such term is defined under the AIM Rules for
Companies) of the Company; |
“Numis” |
Numis
Securities Limited; |
“Options” |
the
Company’s issued and outstanding Share options as at 14 May 2018,
being latest practicable date prior to this announcement,
comprising 9,172,000 options in aggregate; |
“Placing Price” |
15.0
pence per Placing Share |
“Placing” |
the
proposed placing of 66,666,667 new Ordinary Shares (the
“Placing Shares”) at the Placing Price and
proposed admission of such Placing Shares to AIM |
“Provinces” |
Alberta, British Columbia, Saskatchewan, Manitoba, Ontario, New
Brunswick, Nova Scotia, Prince Edward Island and Newfoundland in
Canada; |
“Shares” |
150,652,138 Ordinary Shares in issue prior to Admission; |
“Shareholders” |
the
holders of shares in the capital of the Company from time to
time; |
“Schedule One Announcement” |
the
announcement pursuant to Schedule 1 of the AIM Rules for Companies
published by the Company on 15 May 2018; |
“TSX” |
the
Toronto Stock Exchange; |
“UK” or “United Kingdom” |
the
United Kingdom of Great Britain and Northern Ireland; |
“Winstar” |
Winstar Resources Ltd; |
“WSX” |
the
Warsaw Stock Exchange (Polish: Giełda Papierów Wartościowych w
Warszawie S.A.); |
“£” |
means
pounds sterling, the lawful currency of the United Kingdom; |
“US$” |
means
American dollar, the lawful currency of the United States of
America; and |
APPENDIX
TERMS AND CONDITIONS
IMPORTANT INFORMATION ON THE PLACING FOR
INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE
PART IN THE PLACING (AS DEFINED BELOW). THIS ANNOUNCEMENT AND THE
TERMS AND CONDITIONS SET OUT IN THIS APPENDIX (TOGETHER, THE
“ANNOUNCEMENT”) ARE FOR INFORMATION PURPOSES ONLY
AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE
THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS
(AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND
ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE
“EEA”), PERSONS WHO ARE QUALIFIED INVESTORS
(“QUALIFIED INVESTORS”) AS DEFINED IN SECTION
86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED
(THE “FSMA”), BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC, AS AMENDED,
INCLUDING BY THE 2010 PD AMENDING DIRECTIVE (DIRECTIVE 2010/73/EU),
TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE
“PROSPECTUS DIRECTIVE”); (B) IF IN THE UNITED
KINGDOM, PERSONS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE “ORDER”), OR ARE PERSONS WHO FALL
WITHIN ARTICLE 49(2)(A) TO (D) (“HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC”) OF THE ORDER; OR (C) PERSONS TO
WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS “RELEVANT
PERSONS”).
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED
ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER THE SECURITIES LAWS OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD, TAKEN UP, RESOLD
TRANSFERRED OR DELIVERED DIRECTLY OR INDIRECTLY IN OR INTO THE
UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY
STATE OR ANY OTHER JURISDICTION OF THE UNITED STATES. THE
SECURITIES REFERRED TO IN THIS ANNOUNCEMENT ARE BEING OFFERED AND
SOLD OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN
ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC
OFFERING OF THE SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING
MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.
THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN
REVIEWED BY ANY REGULATORY AUTHORITY IN THE UNITED KINGDOM OR
ELSEWHERE. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE
PLACING. IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS
ANNOUNCEMENT, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL
ADVICE.
Neither Serinus Energy Plc (the
“Company”), Numis Securities Limited
(“Numis”) nor FirstEnergy Capital LLP
(“FirstEnergy”) (together with Numis, the
“Joint Brokers”) makes any representation to
persons who participate in the placing (“Placees”)
of new Ordinary Shares in the capital of the Company (the
“Placing”) of no par value (the “Placing
Shares”) regarding an investment in the securities
referred to in this Announcement under the laws applicable to such
Placees. Each Placee should consult its own advisers as to the
legal, tax, business, financial and related aspects of an
investment in the Placing Shares.
Placees’ participation in the Placing, and their
oral and legally binding offer to acquire and subscribe for Placing
Shares, is on the basis of the terms and subject to the conditions
of the Placing contained in this Announcement (including this
Appendix), which they are deemed to have read and understood in its
entirety, and on the basis that they are providing the
representations, warranties, indemnities, acknowledgments and
undertakings contained herein.
Details of the Placing Agreement
and of the Placing Shares
The Joint Brokers, the Company and the selling
shareholders have entered into a placing agreement (the
“Placing Agreement”) under which, on the terms and
subject to the conditions set out therein, the Joint Brokers agreed
to use their reasonable endeavours, as agents of the Company, to
procure Placees for the Placing Shares.
The Placing Shares have been duly authorised and
will, when issued, be credited as fully paid and will rank pari
passu in all respects with the existing ordinary shares in the
Company, including the right to receive all dividends and other
distributions declared, made or paid in respect of the ordinary
shares of the Company (the “Ordinary Shares”)
after the date of admission of the Placing Shares. No commissions
will be paid to Placees or by Placees in respect of any Placing
Shares.
Application for admission to
trading
Application will be made to London Stock
Exchange plc (the “London Stock Exchange”) for
admission of the Placing Shares to trading on AIM
(“Admission”). It is expected that Admission will
become effective on or around 8.00 a.m. on 18 May 2018 and that
dealings in the Placing Shares will commence at that time.
Participation in, and principal
terms of, the Placing
- The Joint Brokers are acting as joint bookrunners and agents of
the Company in connection with the Placing.
- Participation in the Placing is only available to persons who
may lawfully participate.
- Each Placee’s participation in the Placing, and their oral and
legally binding offer to acquire and subscribe for Placing Shares,
is on the terms and subject to the conditions in this
Announcement.
- An offer to acquire Placing Shares which has been communicated
by a prospective Placee to Numis which has not been withdrawn or
revoked prior to publication of this Announcement shall not be
capable of withdrawal or revocation immediately following the
publication of this Announcement without the consent of the Joint
Brokers.
- Each Placee has an immediate, separate, irrevocable and binding
obligation owed to the Joint Brokers, as agents for the Company, to
pay the Joint Brokers (or as they may direct) in cleared funds an
amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to subscribe for and the
Company has agreed to allot.
- Each Placee’s allocation of Placing Shares has been agreed
between the Joint Brokers and the Company and will be confirmed
orally to each Placee by the Joint Brokers (as agents for the
Company). The oral confirmation to such Placee constitutes an
irrevocable legally binding commitment upon that Placee in favour
of the Joint Brokers and the Company to subscribe for the number of
Placing Shares allocated to it at the Placing Price on the terms
and conditions set out in this Appendix and in accordance with the
Company’s articles of association. All obligations under the
Placing will be subject to fulfilment of the conditions referred to
below under “Conditions of the Placing” and to the Placing not
being terminated on the basis referred to below under “Right to
terminate under the Placing Agreement”. By participating in the
Placing, each Placee agrees that its rights and obligations in
respect of the Placing will terminate only in the circumstances
described below and will not be capable of rescission or
termination by the Placee.
- Settlement for all Placing Shares to be subscribed for pursuant
to the Placing will be required to be made at the same time, on the
basis explained below under “Registration and Settlement”.
- To the fullest extent permissible by law, neither the Joint
Brokers nor any of their affiliates, agents, directors, officers,
consultants or employees shall have any liability to Placees (or to
any other person whether acting on behalf of a Placee or
otherwise). In particular, neither the Joint Brokers nor any of
their affiliates, agents, directors, officers, consultants or
employees shall have any liability (including to the fullest extent
permissible by law, any fiduciary duties) in respect of the Joint
Brokers’ conduct of the Placing.
Conditions of the
Placing
The Placing is conditional upon, among other
things, the Placing Agreement becoming unconditional and not having
been terminated in accordance with its terms. The obligations of
the Joint Brokers under the Placing Agreement in respect of the
Placing Shares are conditional on, among other things:
- the Company allotting, subject to Admission, the Placing Shares
in accordance with the Placing Agreement;
- none of the representations and warranties set out in the
Placing Agreement being untrue, inaccurate in any respect or
misleading when made nor becoming untrue, inaccurate in any
respect or misleading as at each of the dates stated in the Placing
Agreement, in each case by reference to the facts and circumstances
then subsisting; and
- Admission having occurred by not later than 8.00 a.m. (London
time) on 18 May 2018 (or such later date as the Joint Brokers and
the Company may agree, not being later than 3.00 p.m. on 15 June
2018).
If: (i) any of the conditions contained in the
Placing Agreement are not fulfilled or, where permitted, waived by
the Joint Brokers by the time or date specified (or such later time
and/or date as the Company and the Joint Brokers may agree); or
(ii) any of such conditions become incapable of being satisfied; or
(iii) the Placing Agreement is terminated in the circumstances
specified below under “Right to terminate under the Placing
Agreement”, the Placing will not proceed and the Placees’ rights
and obligations hereunder in relation to the Placing Shares shall
cease and terminate at such time and each Placee agrees that no
claim can be made by the Placee in respect thereof. Any such waiver
by the Joint Brokers will not affect Placees’ commitments as set
out in this Announcement.
Neither the Joint Brokers, the Company nor any
of their respective affiliates, agents, directors, officers,
consultants or employees shall have any liability, whether in
contract, tort or otherwise, to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision they may make as to whether or not to waive or to
extend the time and/or the date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Joint Brokers.
Lock-up
The Company has, subject to certain customary
exceptions, agreed not to allot, issue or grant any rights in
respect of any of its Ordinary Shares during the period of 180 days
from the date of Admission without the Joint Brokers’ prior
consent.
Right to terminate under the
Placing Agreement
The Joint Brokers are entitled, at any time
prior to Admission, to terminate the Placing Agreement in
accordance with its terms by giving notice (in writing or orally)
in certain circumstances, including (among others things) a breach
of the representations and warranties given to the Joint Brokers by
the Company or the selling shareholders in the Placing Agreement,
the occurrence of a material adverse change in the Company’s
business or in its financial or trading position, or the delisting
or suspension of trading on the Toronto Stock Exchange or a cease
trade order under applicable Canadian securities laws with respect
to any of the Company’s securities.
Upon such notice being given, the Company and
the Joint Brokers shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to certain exceptions.
By participating in the Placing, each Placee
agrees that the exercise or non-exercise by the Joint Brokers of
any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Joint
Brokers and that the Joint Brokers do not need to make any
reference to Placees and that the Joint Brokers shall have no
liability to Placees whatsoever in connection with any such
exercise or failure so to exercise.
No
prospectus
No offering document or prospectus has been or
will be submitted to be approved by the FCA or London Stock
Exchange in relation to the Placing and Placees’ participation in
the Placing is (including their oral and legally binding offer to
acquire and subscribe for Placing Shares) be made solely on the
basis of the information contained in this Announcement (including
this Appendix) which has been released by the Company today and any
information publicly announced to a Regulatory Information Service
(“RIS”) by or on behalf of the Company prior to or
on the date of this Announcement.
By participating in the Placing, each Placee
agrees that the content of this Announcement (including this
Appendix) is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other
information, representation, warranty, or statement made by or on
behalf of the Joint Brokers or the Company or any other person and
neither the Joint Brokers, the Company nor any of their respective
affiliates will be liable for any Placee’s decision to participate
in the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or
received. Each Placee acknowledges and agrees that it has relied on
its own investigation of the business, financial or other position
of the Company in accepting a participation in the Placing. Nothing
in this paragraph shall exclude or limit the liability of any
person for fraudulent misrepresentation by that person.
Registration and
settlement
Settlement of transactions in the Placing Shares
following Admission will take place within the system administered
by Euroclear UK & Ireland Limited (“CREST”),
subject to certain exceptions, and the Joint Brokers and the
Company reserve the right to require settlement for and delivery of
the Placing Shares (or a portion thereof) to Placees in
certificated form if delivery or settlement is not possible or
practicable within the CREST system or would not be consistent with
the regulatory requirements in the Placee’s jurisdiction.
Each Placee allocated Placing Shares in the
Placing will be notified of the number of Placing Shares allocated
to it at the Placing Price, the aggregate amount owed by such
Placee to the relevant Joint Brokers and settlement instructions.
Each Placee agrees that it will do all things necessary to ensure
that delivery and payment is completed in accordance with the
standing CREST or certificated settlement instructions that it has
in place with the Joint Brokers.
The Company will deliver the Placing Shares to a
CREST account operated by the Joint Brokers as the Company’s agents
and the Joint Brokers will enter their delivery (DEL) instruction
into the CREST system. The input to CREST by a Placee of a matching
or acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment.
It is expected that settlement will be on or
around 8.00 a.m. on 18 May 2018 on a delivery versus payment basis
in accordance with the instructions set out in the trade
confirmation unless otherwise notified by the Joint Brokers.
Interest is chargeable daily on payments not
received from Placees on the due date in accordance with the
arrangements set out above at the rate of two percentage points
above LIBOR as determined by the Joint Brokers.
Each Placee is deemed to agree that, if it does
not comply with these obligations, the Joint Brokers may sell any
or all of the Placing Shares allocated to that Placee on such
Placee’s behalf and retain from the proceeds, for the Joint
Brokers’ account and benefit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. The relevant
Placee will, however, remain liable for any shortfall below the
aggregate amount owed by it and may be required to bear any stamp
duty or stamp duty reserve tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares on
such Placee’s behalf.
Insofar as Placing Shares are registered in a
Placee’s name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. Placees shall not be entitled to receive any fee
or commission in connection with the Placing. If there are any
circumstances in which any other stamp duty or stamp duty reserve
tax (together with interest and penalties) is payable in respect of
the issue of the Placing Shares, neither the Joint Brokers nor the
Company shall be responsible for the payment thereof.
Representations and
warranties
By participating in the Placing each Placee (and
any person acting on such Placee’s behalf) irrevocably
acknowledges, confirms, undertakes, represents, warrants and agrees
(as the case may be) with the Company and the Joint Brokers (in
their capacity as joint bookrunners and placing agents of the
Company), in each case as a fundamental term of their agreement to
acquire and subscribe for Placing Shares, the following:
(a) it has read and understood this
Announcement, including this Appendix, in its entirety and that its
subscription of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
(b) that no offering document or prospectus has
been or will be prepared in connection with the Placing and it has
not received and will not receive a prospectus or other offering
document in connection with the Placing or the Placing Shares;
(c) that the Ordinary Shares are proposed to be
admitted to trading on AIM, and that the Company is therefore
required to publish certain business and financial information in
accordance with the AIM Rules for Companies and that it is able to
obtain or access such information, or comparable information
concerning any other publicly traded company, in each case without
undue difficulty;
(d) that neither the Joint Brokers, the Company
nor any of their respective affiliates, agents, directors,
officers, consultants or employees nor any person acting on behalf
of any of them has provided, and none of them will provide, it with
any material or information regarding the Placing Shares or the
Company or any other person other than this Announcement, including
this Appendix, nor has it requested the Joint Brokers, the Company,
nor any of their respective affiliates or any person acting on
behalf of any of them to provide it with any such material or
information;
(e) unless otherwise specifically agreed with
the Joint Brokers, that it is not, and at the time the Placing
Shares are acquired, neither it nor the beneficial owner of the
Placing Shares will be a resident of the United States, Australia,
Canada, South Africa or Japan or any other state or jurisdiction in
which it is unlawful to make or accept an offer to acquire the
Placing Shares (each a “Restricted Territory”) and
further acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of the United
States or any other Restricted Territory and, subject to certain
exceptions, may not be offered, sold, transferred, delivered or
distributed, directly or indirectly, in or into those
jurisdictions;
(f) that it is not, unless otherwise
specifically agreed with the Joint Brokers, within a Restricted
Territory or any other jurisdiction in which it is unlawful to make
or accept an offer to acquire the Placing Shares;
(g) that the content of this Announcement is
exclusively the responsibility of the Company and that neither the
Joint Brokers nor any of their affiliates, agents, directors,
officers, consultants or employees nor any person acting on their
behalf has or shall have any liability, in contract, tort or
otherwise for any information, representation or statement
contained in this Announcement, any misstatements in or omission
from any publicly available information relating to the Company, or
any information previously or subsequently published by or on
behalf of the Company, including, without limitation, any
information required to be published by the Company pursuant to
applicable laws (the “Exchange Information”) and
will not be liable for any Placee’s decision to participate in the
Placing based on any information, representation or statement
contained in this Announcement or any information published prior
to or on the date of this Announcement by or on behalf of the
Company or otherwise. Each Placee further represents, warrants and
agrees that the only information on which it is entitled to rely
and on which such Placee has relied in committing itself to
subscribe for the Placing Shares is contained in this Announcement
and any information previously published by the Company by
notification to a RIS, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and that it has neither received nor relied on any other
information given or representations, warranties or statements made
by the Joint Brokers or the Company and neither the Joint Brokers
nor the Company will be liable for any Placee’s decision to accept
an invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in deciding to participate in the Placing. Neither the
Joint Brokers, the Company nor any of their respective affiliates
has made any representations to it, express or implied, with
respect to the Company, the Placing and the Placing Shares or the
accuracy, completeness or adequacy of the Exchange Information, and
each of them expressly disclaims any liability in respect thereof.
Nothing in this paragraph or otherwise in this Announcement
excludes the liability of any person for fraudulent
misrepresentation made by that person;
(h) that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer Placing Shares into a clearance service;
(i) that it has complied with its obligations
under the Criminal Justice Act 1993 (the “CJA”),
the Market Abuse Regulation (Regulation (EU) No. 596/2014)
(”MAR”), and in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000, the Terrorism Act 2006, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 and any related or similar rules,
regulations or guidelines, issued, administered or enforced by any
government agency having jurisdiction in respect thereof (the
“Regulations”) and the Money Laundering Sourcebook
of the FCA and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations;
(j) that it is acting as principal only in
respect of the Placing or, if it is acting for any other person:
(i) it is duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; (ii) it exercises sole investment discretion as
to each such person’s account; (iii) it is and will remain liable
to the Joint Brokers and the Company for the performance of all its
obligations as a Placee in respect of the Placing (regardless of
the fact that it is acting for another person); (iv) it is both an
“authorised person” for the purposes of FSMA and a Qualified
Investor as defined in the Prospectus Directive acting as agent for
such person, and (iv) such person is either (1) a “qualified
investor” as referred to at section 86(7) of FSMA or (2) a “client”
(as defined in section 86(2) of FSMA) of its that has engaged it to
act as such client’s agent on terms which enable it to make
decisions concerning the Placing or any other offers of
transferable securities on such client’s behalf without reference
to such client;
(k) that it has not offered or sold and, prior
to the expiry of a period of six months from Admission, will not
offer or sell any Placing Shares to persons in the United Kingdom,
except to Qualified Investors or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
FSMA;
(l) if a financial intermediary, as that term is
used in Article 3(2) of the Prospectus Directive, that the Placing
Shares subscribed for by it in the Placing will not be subscribed
for on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in a
member state of the EEA other than Qualified Investors, or in
circumstances in which the prior consent of the Joint Brokers has
been given to the proposed offer or resale;
(m) that it has not offered or sold and will not
offer or sell any Placing Shares to the public in any member state
of the EEA except in circumstances falling within Article 3(2) of
the Prospectus Directive which do not result in any requirement for
the publication of a prospectus pursuant to Article 3 of that
Directive;
(n) that it has only communicated or caused to
be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA) relating to the
Placing Shares in circumstances in which section 21(1) of FSMA does
not require approval of the communication by an authorised
person;
(o) that it has complied and will comply with
all applicable provisions of FSMA with respect to anything done by
it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
(p) if in a member state of the EEA, unless
otherwise specifically agreed with the Joint Brokers and the
Company in writing, that it is a “qualified investor” within the
meaning of Article 2(1)(e) of the Prospectus Directive;
(q) if in the United Kingdom, that it is a
person (i) having professional experience in matters relating to
investments who falls within the definition of “investment
professionals” in Article 19(5) of the Order or (ii) who falls
within Article 49(2)(a) to (d) (“High Net Worth Companies,
Unincorporated Associations, etc.”) of the Order, or (iii) to whom
this Announcement may otherwise lawfully be communicated;
(r) that no action has been or will be taken by
the Joint Brokers or the Company or any person acting on behalf of
the Joint Brokers or the Company that would, or is intended to,
permit a public offer of the Placing Shares in any country or
jurisdiction where any such action for that purpose is
required;
(s) that it and any person acting on its behalf
has capacity and authority and is otherwise entitled to acquire the
Placing Shares under the laws of all relevant jurisdictions which
apply to it and that it has fully observed such laws and obtained
all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities and that it
has not taken any action or omitted to take any action which will
or may result in the Joint Brokers, the Company or any of their
respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing and that the
subscription for and purchase of the Placing Shares by it or any
person acting on its behalf will be in compliance with applicable
laws and regulations in the jurisdiction of its residence, the
residence of the Company, or otherwise;
(t) that it has all necessary capacity and has
obtained all necessary consents and authorities to enable it to
commit to its participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in this Announcement) and will honour such obligations;
(u) that it (and any person acting on its
behalf) will make payment for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as the Joint Brokers may in their
absolute discretion determine and without liability to such
Placee;
(v) that its allocation of Placing Shares
represents a maximum number of Placing Shares which it will be
entitled, and required, to subscribe for;
(w) that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. None of the Joint Brokers,
the Company, any of their respective affiliates or any person
acting on behalf of any of them will be responsible for any
liability to stamp duty or stamp duty reserve tax or other similar
duties or taxes resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to indemnify the Joint Brokers and the Company in
respect of the same (together with any and all costs, losses,
claims, liabilities, penalties, interest, fines and expenses
(including legal fees and expenses)) on an after-tax basis on the
basis that the Placing Shares will be allotted to the CREST stock
account of the Joint Brokers who will hold them as nominee on
behalf of such Placee until settlement in accordance with their
standing settlement instructions;
(x) that neither the Joint Brokers, nor any of
their affiliates, nor any person acting on its or their behalf, are
making any recommendations to it or, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of the Joint Brokers
and that the Joint Brokers have no duties or responsibilities to it
for providing the protections afforded to their clients or
customers or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
(y) that in making any decision to subscribe for
the Placing Shares, it has knowledge and experience in financial,
business and international investment matters as is required to
evaluate the merits and risks of subscribing for or purchasing the
Placing Shares. It further confirms that it is experienced in
investing in securities of this nature in this sector and is aware
that it may be required to bear, and is able to bear, the economic
risk of participating in, and is able to sustain a complete loss in
connection with, the Placing. It further confirms that it relied on
its own examination and due diligence of the Company and its
associates taken as a whole, and the terms of the Placing,
including the merits and risks involved, and not upon any view
expressed or information provided by or on behalf of the Joint
Brokers. It further confirms that it has had sufficient time to
consider and conduct its own investigation with respect to the
offer and purchase of the Placing Shares, including the legal,
regulatory, tax, business, currency and other economic and
financial considerations relevant to such investment and it will
not look to the Company, the Joint Brokers, any of their respective
affiliates or any person acting on their behalf for all or part of
any such loss or losses it or they may suffer;
(z) that it may not rely on any investigation
that either the Joint Brokers or any person acting on their behalf
may or may not have conducted with respect to the Company and its
affiliates or the Placing and the Joint Brokers have not made any
representation or warranty to it, express or implied, with respect
to the merits of the Placing, the subscription for or purchase of
the Placing Shares, or as to the condition, financial or otherwise,
of the Company and its affiliates, or as to any other matter
relating thereto, and nothing herein shall be construed as a
recommendation to it to subscribe for the Placing Shares. It
acknowledges, understands and agrees that no information has been
prepared or verified by, or is the responsibility of, the Joint
Brokers for the purposes of this Placing;
(aa) that in connection with the Placing, the
Joint Brokers and any of their affiliates acting as an investor for
its own account may take up Placing Shares in the Company and in
that capacity may retain, purchase or sell for their own account
such Placing Shares in the Company and any securities of the
Company or related investments and may offer or sell such
securities or other investments otherwise than in connection with
the Placing. The Joint Brokers do not intend to disclose the extent
of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligation to do so;
(bb) that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions, and any non-contractual obligations arising out of or
in connection with such agreements, shall be governed by and
construed in accordance with the laws of England and Wales and it
submits (on behalf of itself and on behalf of any person on whose
behalf it is acting) to the exclusive jurisdiction of the English
courts as regards any claim, dispute or matter arising out of any
such contract, except that enforcement proceedings in respect of
the obligation to make payment for the Placing Shares (together
with any interest chargeable thereon) may be taken by the Joint
Brokers or the Company in any jurisdiction in which the relevant
Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange;
(cc) that the Joint Brokers, the Company and
their respective affiliates and others will rely upon the truth and
accuracy of the representations, warranties and acknowledgements
set forth herein and which are given to the Joint Brokers on their
own behalf and to the Company on its own behalf and are irrevocable
and it irrevocably authorises the Joint Brokers and the Company to
produce this Announcement, pursuant to, in connection with, or as
may be required by any applicable law or regulation, administrative
or legal proceeding or official inquiry with respect to the matters
set forth herein;
(dd) that the exercise or non-exercise by the
Joint Brokers of any right of termination or other discretion under
the Placing Agreement shall be within the absolute discretion of
the Joint Brokers and that the Joint Brokers do not need to make
any reference to Placees and that the Joint Brokers shall have no
liability to Placees whatsoever in connection with any such
exercise or failure so to exercise;
(ee) that it will indemnify on an after tax
basis and hold the Joint Brokers, the Company and their respective
affiliates harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing;
(ff) that its commitment to subscribe for
Placing Shares on the terms set out in this Appendix will continue
notwithstanding any amendment that may in future be made to the
terms of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Placing;
(gg) if it is subscribing for the Placing Shares
as a fiduciary or agent for one or more investor accounts, that it
has full power and authority to make, and does make, the foregoing
representations, warranties, acknowledgements, agreements and
undertakings on behalf of each such accounts;
(hh) that time is of the essence as regards its
obligations under this Appendix;
(ii) that any document that is to be sent to it
in connection with the Placing will be sent at its own risk and may
be sent to it at any address provided by it to the Joint
Brokers;
(jj) that the Placing Shares will be issued
subject to the terms and conditions set out in this Appendix;
(kk) that it is not a person located in the
United States and will acquire the Placing Shares in an “offshore
transaction”, as defined in Regulation S, conducted in accordance
with Regulation S and that the Placing Shares were not offered to
it by means of “directed selling efforts”, as defined in Regulation
S; and
(ll) that it is not acting on a
non-discretionary basis for the account or benefit of a person
located within the United States at the time the undertaking to
subscribe for Placing Shares was given and it is not acquiring the
Placing Shares with a view to the offer, sale, resale, transfer,
delivery or distribution, directly or indirectly, of any Placing
Shares into the United States.
The foregoing representations, warranties and
confirmations are given for the benefit of the Company and the
Joint Brokers and are irrevocable. Each Placee and any person
acting on behalf of the Placee acknowledges that neither the
Company nor the Joint Brokers owes any fiduciary or other duties to
any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Miscellaneous
The rights and remedies of the Joint Brokers and
the Company under these terms and conditions are in addition to any
rights and remedies which would otherwise be available to each of
them and the exercise or partial exercise of one will not prevent
the exercise of others.
Please also note that the agreement to allot and
issue Placing Shares to Placees (or the persons for whom Placees
are contracting as agent) free of stamp duty and stamp duty reserve
tax in the UK relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents, direct from the
Company for the Placing Shares in question. Such agreement also
assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service.
Neither the Joint Brokers nor the Company is liable to bear any
stamp duty and stamp duty reserve tax and any other similar duties
or taxes (transfer taxes) that arise on a sale of Placing Shares if
there are any such arrangements or that arise subsequent to their
acquisition by Placees or for transfer taxes arising otherwise than
under the laws of the United Kingdom. Each Placee should,
therefore, take its own advice as to whether any such transfer tax
liability arises. Furthermore, each Placee agrees to indemnify on
an after-tax basis and hold the Joint Brokers, the Company and
their respective affiliates harmless from any and all interest,
fines or penalties in relation to transfer taxes to the extent that
such interest, fines or penalties arise from the unreasonable
default or delay of that Placee or its agent.
Each Placee and any person acting on behalf of
each Placee acknowledges and agrees that the Joint Brokers or any
of their affiliates may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Placing
Shares.
Each Placee and any person acting on behalf of
the Placee acknowledges and agrees that, in participating in the
Placing (including making an oral and legally binding offer to
acquire and subscribe for Placing Shares), it has neither received
nor relied on any ‘inside information’ (for the purposes of MAR and
section 56 of the CJA) concerning the Company.
All references to time in this Announcement are
to London time unless otherwise stated. All times and dates in this
Announcement may be subject to amendment by the Joint Brokers (in
their absolute discretion). The Joint Brokers shall notify the
Placees and any person acting on behalf of the Placees of any
changes.
The price of an Ordinary Share and any income
expected from them may go down as well as up and investors may not
get back the full amount invested upon disposal of the shares. Past
performance is no guide to future performance and persons needing
advice should consult an independent financial adviser.
Neither the content of the Company’s website nor
any website accessible by hyperlinks on the Company's website is
incorporated in, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product
governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended
(“MiFID II”); (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c)
local implementing measures (together, the “MiFID II
Product Governance Requirements”), and disclaiming all and
any liability, whether arising in tort, contract or otherwise,
which any “manufacturer” (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the “Target Market Assessment”).
Notwithstanding the Target Market Assessment, distributors should
note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Offer. Furthermore, it is noted that, notwithstanding
the Target Market Assessment, the Joint Brokers have only procured
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares
and determining appropriate distribution channels.
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