TIDMSEN
RNS Number : 4763D
Senterra Energy PLC
07 July 2016
For immediate release 7 July 2016
SENTERRA ENERGY PLC (the "Company")
Notice of General Meeting
The Company has sent to holders of Ordinary Shares
("Shareholders") a notice of a General Meeting of Senterra Energy
plc to be held at 6 New Street Square, New Fetter Lane, London EC4A
3BF on 29 July 2016 at 3.00 pm (the "Notice").
The Notice will shortly be made available from the Company's
website at: http://www.senterraenergy.com/
In addition, the Notice will be uploaded to the National Storage
Mechanism and will be available for viewing shortly at
http://www.morningstar.co.uk/uk/NSM
1 introduction
On 23 May 2016, Senterra Energy plc ("the Company" or
"Senterra") announced ("the Announcement") that it had 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 ("the Business" or "Oasis") for new
Ordinary Shares (the "Acquisition"). The Acquisition, if completed,
would result in Senterra Shareholders having approximately 11.76
per cent. of the enlarged group (the "Group") assuming around
GBP3,500.000 is raised as part of the associated fund raising
("Placing").
The Acquisition is subject, inter alia, to the completion of due
diligence, documentation and compliance with all regulatory
requirements, including the Listing Rules and the 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, less the amount drawn under the Oasis Loan (as
defined below), for working capital purposes (the "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.
In addition, by an instrument dated 4 July 2016 Oasis Smart Sim
Ltd (a wholly owned subsidiary of Oasis) created convertible loan
notes in the principal amount of up to GBP375,000 ("Oasis Loan").
Interest is not chargeable on the Oasis Loan. The Oasis Loan will
automatically covert into Ordinary Shares on completion of the
Acquisition at a 20 per cent. discount to the price the Ordinary
Shares are placed at pursuant to the Placing. The convertible loan
facility contains all the representations, warranties, covenants,
undertakings, indemnities and events of default that would be
expected in an instrument of this nature. Sums due under the
convertible loan facility are unsecured. It is also envisaged that
the Group will seek to raise additional funds to finance the
development of the Group going forward through the Placing.
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 a result, and further to the Directors' request, trading in the
Ordinary Shares was suspended with effect from 23 May 2016 pending
the publication of a prospectus and the application for the Group
to have its Ordinary Shares admitted to the Official List of the
United Kingdom Listing Authority ("UKLA") and to trading on the
main market for listed securities of the London Stock Exchange plc
("LSE").
Further to the intention referred to in the Announcement, the
Company is now convening a General Meeting ("GM") on 29 July 2016
at 3.00 pm 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. Having received written
confirmation (in the form required by Panel on Takeovers and
Mergers (the "Panel")) from independent Shareholders in the
Company, representing over 50 per cent. of the independent voting
rights in the Ordinary Shares, the Panel has granted a Rule 9
waiver and a dispensation from the requirement for it to be
approved by independent shareholders at the GM.
The purpose of this document is to provide further background as
to why the Company wishes to evaluate opportunities outside of the
oil and gas sector, the resolutions to be proposed at the GM,
action to be taken by Shareholders and the Directors'
recommendation.
2 Background
Since admission of the Ordinary Shares to the Official List of
the UKLA (by way of a standard listing under Chapter 14 of the
listing rules published by the UKLA under section 73A of the
Financial Services and Markets Act 2000, as amended from time to
time) and to the LSE for such Ordinary Shares to be admitted to
trading on the LSE's main market for listed securities
("Admission") in November 2015, the Company continued to make
progress in the identification and review of acquisition targets in
the oil and gas sector. Whilst many of these potential
opportunities were aligned with the Company's stated intention of
having oil and/or gas production, and indeed revenues, despite the
current acquisition climate favouring companies with adequate
capital and industry expertise, (the current "buyers market"), the
Directors applied stringent principles of corporate governance not
only to the technical analysis of the assets but also to the
management of commercial risks associated with assessment of any
potential project.
However as announced in February 2016, the Company had been
approached by a number of parties with opportunities outside that
of the energy sector who had expressed interest in working with
Senterra to facilitate a public listing and it applied similar
principles and disciplines of corporate governance to the
assessment of these opportunities. The Directors believe that there
were some potentially attractive businesses and technologies
amongst these proposals and following initial due diligence the
Company is pleased to have secured this current opportunity.
The Directors have now agreed to pursue the proposed
Acquisition, and to provide the Loan to the Business. The Directors
are of the view that it is in the Company's best interests to
continue to pursue the proposed acquisition of Oasis and to permit
the provision of the Loan. The Acquisition, if pursued, would
represent a change in direction for the Company and the provision
of the Loan would represent a material part of the Company's
assets. Expenses will also be incurred in connection with due
diligence, the negotiation, documentation and implementation of the
Acquisition. The Directors therefore believe that it is
appropriate, in these circumstances, to request Shareholders'
approval for:
-- the Company to evaluate opportunities outside of the oil and
gas sector and to incur costs associated with such pursuit;
-- provide the Loan;
-- the Acquisition;
-- authorising the Directors to issue Ordinary Shares inter alia
to the shareholders of Oasis ("Consideration Shares") and to
placees up to a maximum nominal amount of GBP3 million
(representing 1,111 per cent. of the issued share capital of the
Company as at the date of this document; and
-- changing the name of the Company to OASIS Smart SIM Plc on
completion of the Acquisition.
3 INFORMATION ON OASIS
Oasis was founded in 2010 and is a limited private company
incorporated and domiciled in Singapore where it is also
headquartered. Oasis's principal activities are in the design 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' current production portfolio includes an operating system
which it uses to deliver, using a network of manufacturing and
supply chain subcontractors, a full range of 2G, 3G and 4G
compatible USIM cards, all available in different sizes, capacities
and formats. In addition, Oasis is developing software and
solutions to enable entry into the market where SIM functionality
will be embedded into connected devices.
The directors of the Business are:
Olivier Leroux, Chief Executive Officer
Olivier Leroux has been CEO of Oasis since 2011. Mr Leroux has
over 20 years of experience in the smart card market and especially
in the SIM card business. As a general manager of Rapsodia Software
SAS (a joint ventures set up by Prosodie SA and De La Rue Plc) Mr
Leroux was one of the pioneers of the SIM OTA technologies. He
joined Oberthur Card Systems SA (renamed then Oberthur Technologies
SA) in 2001, following its acquisition of Rapsodia Software SA. He
became responsible for the mobile division of Oberthur Technologies
SA which was the second largest SIM card supplier by volume on a
worldwide basis when he left in 2010.
Philippe Geyres, Non Executive Chairman
Philippe Geyres has been Chairman of the Business since 2010. Mr
Geyres has over 40 years of experience in the international
electronics industry. He began his professional career in 1974 with
IBM then moved to Fairchild Semiconductor Corporation (California)
as Operations Manager of the Bipolar Division. Mr Geyres then moved
to STMicroelectronics NV, where, most recently, he held the
position of 'Executive Vice-President of Consumer and Telecoms
Products' having held several management positions within
Thomson-Semiconductors SA and SGS-Thomson SA, which through merger
and acquisition activities form part of ST Microelectronics.
From 2006 to 2009 he held the position of CEO at Oberthur Card
Systems SA, a French smart card company traded on Euronext.
Pascal Chevalier , Non Executive Director
Pascal Chevalier has been a board member of Oasis since 2010. Mr
Chevalier is a serial entrepreneur with over 20 years of experience
of Internet technologies and digital transformations. Pascal is
currently the Chairman and CEO of Reworld Media SA (traded on the
Paris Stock Exchange), the Chairman of the board of Tradedoubler
Aktiebolag (traded on the Stockholm Stock Exchange) and Co-Chairman
of Network Finance SA. Previously, Mr Chevalier was Chairman and
CEO of Netbooster SA (traded on Alternext in Paris) and Director of
Prosodie SA in London (now Cap Gemini).
Holders of significant shareholdings in the Business
Pre money Post transaction
/ shareholding
pre options in the Company*
----------------------------------- ------------- -----------------
Pourquoi Pas Pte Limited (Olivier
Leroux)
Mr Leroux is the CEO of the
Business. 42.27% 33.98%
----------------------------------- ------------- -----------------
Sunibel Services SA
Business angel/entrepreneur. 23.71% 19.86%
----------------------------------- ------------- -----------------
Network Asia Ventures (Pascal
Chevalier)
Director of the Business and
business angel. 16.73% 13.45%
----------------------------------- ------------- -----------------
Mula International
Business angel. 5.43% 4.37%
----------------------------------- ------------- -----------------
Other current employees 5.66%
----------------------------------- ------------- -----------------
Other investors 6.20%
----------------------------------- ------------- -----------------
Total 100.00%
----------------------------------- ------------- -----------------
*Assuming GBP3,500,000 amount is raised in the Placing.
The intention is that the Consideration Shares will be issued to
the shareholders of Oasis as part of the Acquisition at $0.111
(equivalent to 7.66 pence) per Ordinary Share at the time that the
Acquisition was agreed in principle and 8 pence as at the latest
exchange rate. The mid-market price at close of business
immediately prior to the Announcement and suspension was 4.25 pence
per Ordinary Share
4 RESOLUTIONS
The resolutions to be proposed at the GM are set out in full in
the Notice sent to Shareholders.
RESOLUTION 1: The first resolution in the Notice is being
proposed to allow the Company to evaluate opportunities outside of
the oil and gas sector and to incur costs associated with such
pursuit.
RESOLUTION 2: The second resolution in the Notice is being
proposed to approve the Loan by the Company to the Business as set
out in the LOI and to authorise the Directors to execute and
deliver any and all documents and take all actions as they may
consider necessary or expedient in connection with the Loan. As
noted in the Announcement, the Loan will be used by Oasis for
general working capital purposes.
RESOLUTION 3: The third resolution in the Notice is being
proposed to approve the Acquisition.
RESOLUTION 4: The fourth resolution in the Notice is being
proposed to authorise the Directors to allot the Consideration
Shares and further Ordinary Shares up to a maximum nominal amount
of GBP3 million representing 1,111 per cent. of the issued share
capital of the Company as at the date of this document). This
authority shall expire at the conclusion of the next annual general
meeting.
RESOLUTION 5: The fifth resolution in the Notice seeks to
empower the Directors to disapply statutory pre-emption rights to
allot the Consideration Shares and further Ordinary Shares up to a
maximum nominal amount of GBP3 million representing 1,111 per cent.
of the issued share capital of the Company as at the date of this
document). This authority shall expire at the conclusion of the
next annual general meeting.
RESOLUTION 6: The sixth resolution in the Notice seeks to change
the name of the Company to OASIS Smart SIM Plc following completion
of the Acquisition.
5 ACTION TO BE TAKEN
The Board have determined that persons entitled to receive
notices of meetings are only those Shareholders registered in the
Register of Members of the Company as at 27 July 2016 at 3.00 pm,
the time that is 48 hours excluding non business days before the
day that the Notice is being sent.
A form of proxy is enclosed for use by Shareholders at the
General Meeting. If you are a Shareholder, you are requested to
complete, sign and return the form of proxy, whether or not you
intend to be present at the meeting, and return it to Share
Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey
GU9 7DR by no later than 3.00 pm on 27 July 2016. The completion
and return of a form of proxy will not prevent you from attending
the meeting and voting in person should you subsequently wish to do
so.
Alternatively, a proxy form may be delivered electronically by
sending a scanned PDF version of the original by email to this
address: proxies@shareregistrars.uk.com
Shareholders who hold their Ordinary Shares in uncertificated
form (i.e. in CREST) may vote through the CREST voting system by no
later than 3.00 pm on 27 July 2016. Voting will not prevent you
from attending the GM and voting in person.
6 recommendation
The Directors consider that the proposed resolutions are in the
best interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that you vote
in favour of the resolutions being proposed at the GM, as they
intend to do or procure to be done in respect of their own and
their connected persons' beneficial holding.
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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