SDX Energy Plc (SDX), the MENA-focused energy company, reminds former registered shareholders in SDX Energy Inc ("SDX Canada") prior to the court approved plan of arrangement in 2019 that for those who have not already done so, the deadline for submitting letters of transmittal to claim their shares in SDX UK (as defined below) expires on 27 May 2022.
SDX UK announced on 17 May 2019 that shareholders in SDX Canada voted in favour of all items of business brought before them at the Company's annual and special meeting of shareholders (the "Meeting") on 17 May 2019. At the Meeting, amongst other things, the shareholders of SDX Canada approved the re-domiciliation of SDX Canada to the United Kingdom pursuant to a court-approved plan of arrangement under the Canada Business Corporations Act (the "Arrangement") with SDX Energy plc ("SDX UK"). The details of the proposed arrangement was shared with the shareholders within the management information circular dated 8 April 2019 (the "Circular").
SDX UK acquired all of the issued and outstanding common shares in the capital of the SDX Canada (the "SDX Canada Shares") in exchange for new ordinary shares in SDX UK ("SDX UK Shares") on a one-for-one basis and as a result, on closing of the Arrangement, SDX UK became the ultimate parent company of SDX Canada and its subsidiaries.
Registered holders of SDX Canada Shares were encouraged to complete and return an enclosed Letter of Transmittal (the "Letter of Transmittal") together with the certificates representing their SDX Canada Shares to TSX Trust Company (the "Depositary"). Further to this, a small minority of former registered SDX Canada Shareholders failed to submit a Letter of Transmittal in accordance with the Circular ("Non Claiming Shareholder"). The SDX UK Shares to which Non Claiming Shareholders would otherwise be entitled ("Unclaimed SDX UK Shares") have been held on trust by Link Corporate Trustees (UK) Limited (the "Trustee") pursuant to a trust deed ("Trust Deed") since May 2019.
As advised at the time and in accordance with the terms of Arrangement approved by the SDX Canada shareholders and the court, under the terms of the Trust Deed, the Trustee will hold the Unclaimed SDX UK Shares on trust for the Non Claiming Shareholder until 27 May 2022. In the event that a Non-Claiming Shareholder does not lodge a Letter of Transmittal duly completed to the Depositary on or before 27 May 2022, any entitlement of that Non-Claiming Shareholder to its Unclaimed SDX UK Shares shall lapse, and such Unclaimed SDX UK Shares will be transferred by the Trustee for the benefit of SDX UK.
It is emphasised that it was only registered holders of SDX Canada Shares who were required to submit a letter of transmittal themselves. Non registered shareholders whose SDX Canada Shares were registered in the name of a broker, investment dealer, bank, trust company or other nominee were urged to contact such person to arrange for the deposit of their SDX Canada Shares in exchange for SDX UK Shares.
Any Non Claiming Shareholders, should complete and return the Letter of Transmittal, together with the certificate representing their SDX Canada Shares to TSX Trust Company, at 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1, Attention: Corporate Actions on or before 27 May 2022.