LONDON, May 27, 2019 /CNW/ - SDX SPV Limited announces
disposal of common shares in capital of SDX Energy Inc. ("SDX
Canada") and the concurrent acquisition by SDX SPV Limited of
ordinary shares of SDX Energy plc ("SDX UK"), pursuant to a
plan of arrangement under the Canada Business Corporations
Act (the "Arrangement").
On May 27, 2019, pursuant to the
Arrangement, among other things, holders of the common shares of
SDX Canada ("SDX Canada Shares") exchanged their common
shares for ordinary shares of SDX UK ("SDX UK Shares") on a
one-for-one basis.
Immediately prior to the effective time of the Arrangement, SDX
SPV Limited held 39,876,803 SDX Canada Shares. Upon the Arrangement
becoming effective, SDX SPV Limited disposed of its SDX Canada
Shares and acquired 39,876,803 SDX UK Shares.
Based on SDX Canada's disclosure, there were 204,723,041 issued
and outstanding SDX Canada Shares as at May
17, 2019 and the SDX Canada Shares held by SDX SPV Limited
represented approximately 19.48% of such issued and outstanding
shares. Following completion of the Arrangement, SDX SPV Limited no
longer holds any SDX Canada Shares; however, based on there being
204,723,041 issued and outstanding SDX UK Shares immediately upon
completion of the Arrangement, the SDX UK Shares held by SDX SPV
Limited represent approximately 19.48% of such issued and
outstanding shares.
The SDX UK Shares issued to SDX SPV Limited pursuant to the
Arrangement were issued in exchange for SDX Canada Shares
previously held by SDX SPV Limited, without payment or receipt of
any additional consideration.
The SDX Canada Shares were delisted from the TSX Venture
Exchange on May 24, 2019. SDX Canada
has submitted an application with the Alberta Securities
Commission, as principal regulator, and with the Ontario Securities
Commission, to cease to be a reporting issuer in each of
British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New
Brunswick, Nova Scotia,
Prince Edward Island and
Newfoundland and Labrador.
SDX SPV Limited does not have any present plans or intentions
that relate to or would result in a future increase or decrease in
its ownership, control or direction over the SDX UK Shares.
SOURCE SDX Energy Inc.