Senterra Energy PLC Possible Acquisition and Suspension of Trading (9356Y)
23 May 2016 - 4:45PM
UK Regulatory
TIDMSEN
RNS Number : 9356Y
Senterra Energy PLC
23 May 2016
For immediate release 23 May 2016
Senterra Energy plc
("Senterra", "Senterra Energy" or the "Company")
Possible Acquisition
and
Suspension of Trading
The Directors of Senterra Energy are pleased to inform
shareholders that it has signed a non-binding letter of intent
("LOI") to acquire the entire issued share capital of Oasis Smart
Sim PTE Ltd, a sim-card technology business based in Singapore
("Business") for new shares in the Company (the "Acquisition"). The
Acquisition, if completed, would result in Senterra shareholders
having around 15 per cent. of the enlarged group (the "Group")
prior to the impact of any associated fund raising.
Oasis was founded in 2010 and is a limited private company
incorporated and domiciled in Singapore where it is also
headquartered. The company's principal activities are in the
design, manufacture and distribution of telecommunication software
and other telecommunication activities. In the financial year to 31
December 2015, Oasis had an unaudited turnover of approximately
US$13 million.
Oasis's current production portfolio includes a full range of
2G, 3G and 4G compatible SIM cards, available in different sizes,
capacities, formats and using different system technologies. In
addition Oasis is also developing software and solutions to enable
entry into the market where SIM functionality will be embedded into
connected devices.
As announced in February, the Company has been approached by a
number of parties with opportunities outside that of the energy
sector who have expressed interest in working with Senterra to
facilitate a public listing. The Board believes that there are some
potentially attractive businesses and technologies amongst these
proposals and following initial due diligence the Company is
pleased to have secured this opportunity.
The Acquisition is subject, inter alia, to the completion of due
diligence, documentation and compliance with all regulatory
requirements, including the Listing and Prospectus Rules and, as
required, the Takeover Code.
As a precursor to the Acquisition, the Company has also agreed
under the LOI to provide the Business with a short-term loan of up
to GBP500,000 for working capital purposes ("Loan"). The Loan will
pay a coupon of LIBOR plus 5 per cent., and is fully repayable at
the end of six months from drawdown in the event that the
Acquisition does not proceed. It is also envisaged that the Group
will seek to raise additional funds to finance the development of
the Group going forward.
The Company intends to convene a General Meeting ("GM") as soon
as practicable in order to seek the shareholder approvals necessary
to pursue this opportunity, including widening its investment
strategy to include opportunities outside of the oil and gas sector
and to authorise the Directors to make the Loan. It should also be
noted that if the Acquisition proceeds, further shareholder consent
may also be required including to deal with any applicable
requirements of the Takeover Code.
Suspension and Application for Listing
The Acquisition, if it proceeds, will constitute a Reverse
Takeover under the Listing Rules since, inter alia, in substance it
will result in a fundamental change in the business of the
issuer.
As the Acquisition will constitute a Reverse Takeover under the
Listing Rules, trading in the Company's ordinary shares have been
suspended with effect from this morning pending the publication of
a prospectus and the application for the enlarged Company to have
its Ordinary Shares admitted to the Official List and to trading on
the main market for listed securities of the London Stock
Exchange.
The Company is working on the preparation of a prospectus in
relation to the Acquisition and will, in due course, be making
application for the enlarged Company to have its Ordinary Shares
admitted to the Official List and to trading on the main market for
listed securities of the London Stock Exchange.
The Company will update shareholders as the matter
progresses.
For more information:
Senterra Energy plc (Company)
===================================== =================
+44 (0) 20 3137
Jeremy King 1904
===================================== =================
Optiva Securities Limited (Joint
Broker)
===================================== =================
+44 (0) 20 3137
Christian Dennis 1902
===================================== =================
Dowgate Capital Stockbrokers
Limited (Joint Broker)
===================================== =================
+44 (0) 1293 517
Jason Robertson and Neil Badger 744
===================================== =================
Beaumont Cornish Limited (Financial
Adviser)
===================================== =================
Roland Cornish and Felicity +44 (0) 20 7628
Geidt 3396
===================================== =================
This information is provided by RNS
The company news service from the London Stock Exchange
END
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