17
April 2024
Scirocco Energy
plc
("Scirocco Energy" or "the
Company")
Proposed cancellation of
admission to trading on AIM
Scirocco Energy (AIM: SCIR), the AIM
investing company targeting attractive assets within the European
sustainable energy and circular economy markets, announces that it
will today be posting a Circular to Shareholders, along with
accompanying Notice of General Meeting, Form of Proxy and draft new
articles of association, associated with the General Meeting to
vote on the issues relating to the cancellation from trading on
AIM, re-registration as a private company and adoption of new
articles of association.
These items comprise the process
required to return cash to shareholders via a Members' Voluntary
Liquidation ("MVL") as mandated by shareholders at the recent
general meeting held on 19 March 2024. Further information on such
process is contained in the below circular extract, and within the
Circular. Shareholders are encouraged to read the Circular in
full.
The Circular, and accompanying
Notice of General Meeting and Form of Proxy, can be accessed via
the following link on the Company's website:
https://www.sciroccoenergy.com/investors/shareholder-information/
The General Meeting will be held at
10am on 7 May 2024 at the offices of Buchanan Communications, 107
Cheapside, London EC2V 6DN
Key extracts from the circular are
set out below.
EXPECTED TIMETABLE OF
PRINCIPAL EVENTS(1)(2)
|
Announcement of the Proposals and
posting of this Circular and the Form of Proxy
|
17 April
2024
|
|
Latest time and date for receipt of
online proxy votes or completed Forms of Proxy in respect of the
General Meeting
|
10 a.m. on
2 May 2024
|
|
General Meeting
|
10 a.m. on
7 May 2024
|
|
Expected final day of trading
on AIM for the Existing Ordinary Shares
|
16 May
2024
|
|
Expected time and date of
Cancellation(3)
|
7 a.m. on
17 May 2024
|
|
Expected date of
Re-registration(4)
|
By 20 May
2024
|
|
Matched bargain facility for
Ordinary Shares commences
|
20 May
2024
|
|
Expected timing for further general
meeting to be held to approve entering MVL
|
end
June
|
Notes:
(1) All of the times
referred to in this Circular refer to London time, unless otherwise
stated.
(2) Each of the times
and dates in the above timetable is subject to change. If any of
the above times and/or dates change, the revised times and dates
will be notified to Shareholders by an announcement through a
Regulatory Information Service and/or the Company's
website.
(3) The Cancellation
requires the approval of not less than 75 per cent. of the votes
cast by Shareholders at the General Meeting.
(4) The Re-registration
requires the approval of not less than 75 per cent. of the votes
cast by Shareholders at the General Meeting.
DEFINITIONS
The following definitions apply
throughout this Circular, unless the context requires
otherwise:
"AIM"
AIM, the market operated by the London Stock Exchange
"AIM
Rules"
the rules and guidance for companies whose shares are admitted to
trading on AIM entitled "AIM Rules for Companies" published by the
London Stock Exchange, as amended from time to time
"Business
Day"
a day (excluding Saturday, Sunday and public holidays in England
and Wales) on which banks are generally open for business in London
for the transaction of normal banking business
"Cancellation"
the cancellation of admission of the Ordinary Shares to trading on
AIM, subject to passing of the Cancellation Resolution and in
accordance with Rule 41 of the AIM Rules
"Cancellation
Resolution"
Resolution number 1 to be proposed at the General
Meeting
"Circular"
this document, containing information about the Cancellation,
Re-registration, adoption of New Articles and the General
Meeting
"Company" or "Scirocco"
Scirocco Energy plc, a company incorporated in England and Wales
with Registered Number 05542880
"CREST"
the relevant system (as defined in the CREST Regulations) in
respect of which Euroclear is the operator (as defined in those
regulations)
"CREST
Manual"
the rules governing the operation of CREST, as
published by Euroclear
"CREST
member"
a person who has been admitted by Euroclear as a
system-member (as defined in the CREST Regulations)
"CREST
participant"
a person who is, in relation to CREST, a system
participant (as defined in the CREST Regulations)
"CREST
Regulations"
the Uncertificated Securities Regulations 2001 (S.I. 2001 No 3755)
(as amended), and any applicable rules made thereunder
"CREST
sponsor"
a CREST participant admitted to CREST as a CREST
sponsor
"Directors" or "Board"
the directors of the Company, whose names are set out on page 6 of
this document
"Disclosure Guidance
and
the disclosure rules and transparency rules made by the
UK
Transparency Rules"
Financial Conduct Authority pursuant to section 73A of
FSMA
"Euroclear"
Euroclear UK & International Limited
"Existing Ordinary
Shares"
the existing issued ordinary shares of 0.2p each in the capital of
the Company as at the Record Date
"FID Payment"
US$3 million payable upon final investment decision being taken by
the parties to the Ruvuma Asset Production Sharing Agreement or the
JOA as the case may be
"Form of
Proxy"
the form of proxy for use at the General
Meeting
"General
Meeting"
the General Meeting of the Company convened for 10 a.m. on 7 May
2024 and any adjournment thereof, notice of which is set out in
Part IV of this Circular
"London Stock
Exchange"
London Stock Exchange plc
"New
Articles"
the new articles of association of the Company to be adopted
following the passing of Resolution number 2 to be proposed at the
General Meeting
"Notice of General Meeting"
or
the notice of General Meeting which is set out in Part IV
of
"Notice"
this Circular
"Ordinary
Shares"
ordinary shares of 0.2p each in the capital of the
Company
"Panel"
the Panel on Takeovers and Mergers
"Proposals"
together, the adoption of the New Articles, Cancellation and
Re-registration
"Proxy
Deadline"
10 a.m. on the 2 May 2024 of the General Meeting
"Registrars"
Share Registrars Limited, 3 The Millennium Centre,
Crosby Way, Farnham, Surrey, GU9 7XX
"Regulatory Information Service"
has the meaning given to it in the AIM Rules
"Re-registration"
the re-registration of the Company as a private limited company and
the consequential adoption of the New Articles
"Re-registration
Resolution"
Resolution number 2 to be proposed at the General
Meeting
"Resolutions"
the resolutions to be proposed at the General Meeting in the form
set out in the Notice (and each of which shall be a "Resolution")
"Shareholders"
holders of Ordinary Shares from time to time and "Shareholder" means any one of
them
"Strand
Hanson"
Strand Hanson Limited, the Company's nominated adviser
"Takeover
Code"
the City Code on Takeovers and Mergers
"UK
MAR"
Regulation (EU) (No 596/2014) of the European Parliament and of the
Council of 16 April 2014 on market abuse to the extent that it
forms part of the domestic law of the United Kingdom including by
virtue of the European Union (Withdrawal) Act 2018 (as amended by
virtue of the European Union (Withdrawal Agreement) Act
2020)
"United
Kingdom"
the United Kingdom of Great Britain and Northern Ireland A
reference to "£" is to pounds sterling, being the lawful currency
of the UK.
LETTER FROM THE CHAIRMAN OF SCIROCCO ENERGY
PLC
1. Introduction
As announced by the Company today,
the Board has concluded that it is in the best interests of the
Company and its Shareholders to propose the cancellation of the
admission of the Company's Ordinary Shares to trading on AIM.
Pursuant to Rule 41 of the AIM Rules, the Company (through its
nominated adviser, Strand Hanson) has notified the London Stock
Exchange of the date of the proposed Cancellation.
The Cancellation is conditional,
pursuant to Rule 41 of the AIM Rules, upon the approval of not less
than 75 per cent. of the votes cast by Shareholders (whether
present in person or by proxy) at the General Meeting, notice of
which is set out in Part IV of this Circular.
The Directors have also concluded
that it is in the best interests of the Company and its
Shareholders for the Company to re-register as a private company
and adopt the New Articles to reflect the change from a public
company to a private limited company with effect from the
Cancellation. The Re-registration and adoption of New Articles are
conditional upon the Cancellation becoming effective and the
approval of not less than 75 per cent. of the votes cast by
Shareholders (whether present in person or by proxy) at the General
Meeting.
The Company is therefore seeking
Shareholders' approval of the Proposals at the General Meeting
which has been convened for 10 a.m. on 7 May 2024 at the offices of
Buchanan Communications, 107 Cheapside, London EC2V 6DN.
The purpose of this Circular is
to:
(a) provide you with
the information on the background to and reasons for the Proposals,
explain the consequences of the Cancellation and the
Re-registration and why the Directors unanimously consider the
Proposals to be in the best interests of the Company and its
Shareholders as a whole; and
(b) seek
Shareholders' approval for the Resolutions. The Notice of the
General Meeting is set out in Part IV of this Circular.
2. Background and reasons for Cancellation
As announced by the Company today,
the Directors have conducted a careful review of the benefits and
drawbacks to the Company and Shareholders in retaining the
Company's quotation on AIM and believe that the Cancellation is in
the best interests of the Company and the Shareholders as a
whole.
In reaching this conclusion, the
Board has consulted certain Shareholders and has considered the
following key factors amongst others:
(a) Interim Step towards members voluntary
liquidation: At the General Meeting convened on 19 March
2024 Shareholders voted in favour of the resolution to "Put in
place a strategy to distribute cash to shareholders…". As a result,
the Board has progressed a series of workstreams with the intention
of placing the Company into a Members Voluntary Liquidation ("MVL")
in order to distribute cash to Shareholders in accordance with the
outcome of the 19 March 2024 general meeting. To facilitate this
process, the Company would be required to cancel its quotation on
AIM.
(b) Costs and Regulatory Burden: The
considerable cost and management time and the legal and regulatory
burden associated with maintaining the Company's admission to
trading on AIM are, in the Board's opinion, disproportionate to the
benefits of the Company's continued admission to trading on AIM
particularly in the context of the proposals being considered
around the MVL. Given the lower costs associated with unlisted
company status, it is estimated that the Cancellation will
materially reduce the Company's recurring administrative and
adviser costs by at least £250,000 per annum, with estimated
savings prior to entering MVL of c. £100,000. A significant
proportion of such cost savings would relate to the removal of the
requirement to produce audited annual accounts for the year ended
31 December 2023 by June 2024 pursuant to the requirement of the
AIM Rules. Instead, the Company will be required to only produce
Cessation accounts as part of the pre-liquidation
process.
(c) Fiduciary Duties and Governance: Even
after the Cancellation and until the Company enters MVL, the Board
will remain subject to the fiduciary duties as set out in the
Companies Act 2006, and is committed to suitable corporate
governance procedures for the protection of all Shareholders;
and
(d) Future Trading of Shares until MVL: The
Board believes that it can make satisfactory arrangements for
Shareholders to freely transfer their Ordinary Shares for a period
following the Cancellation until the point the Company enters MVL
via an auction-based secondary market trading facility (see
paragraph 7 of this Part for further details)
Therefore, following careful
consideration, and in particular as a result of the 19 March 2024
general meeting, the Board believes that it is in the best
interests of the Company and Shareholders to seek the proposed
Cancellation at the earliest opportunity in line with AIM Rule 41,
along with Re-registration and associated adoption of the New
Articles.
3. Process for, and principal effects of, the
Cancellation
The Directors are aware that certain
Shareholders may be unable or unwilling to hold Ordinary Shares in
the event that the Cancellation is approved and becomes effective.
Such Shareholders should consider
selling their interests in the market prior to the Cancellation
becoming effective.
Under the AIM Rules, the Company is
required to give at least 20 clear Business Days' notice of
Cancellation. Additionally, Cancellation will not take effect until
at least five clear Business Days have passed following the passing
of the Cancellation Resolution.
If the Cancellation Resolution is
passed at the General Meeting, it is proposed that the last day of
trading in Ordinary Shares on AIM will be 16 May 2024 and that the
Cancellation will take effect at 7 a.m. on 17 May 2024.
The principal effects of the
Cancellation will be that:
(a) there will no
longer be a formal market mechanism enabling Shareholders to trade
their Ordinary Shares on AIM (or any other recognised market or
trading exchange);
(b) however, the
Board intends to ensure that Ordinary Shares will remain freely
transferable and an auction-based secondary market trading facility
is intended to be set up for a period following Cancellation until
the point in time the Company enters MVL. Notwithstanding this, the
Ordinary Shares may be more difficult to sell compared to shares of
companies traded on AIM. It is possible that, following the
publication of this Circular, the liquidity and marketability of
the Ordinary Shares is reduced and their value adversely affected
(however, the Directors believe that the existing liquidity in the
Ordinary Shares is in any event limited);
(c) it may be more
difficult for Shareholders to determine the market value of their
investment in the Company at any given time;
(d) the Company will
no longer be subject to the AIM Rules and, accordingly,
Shareholders will no longer be afforded the protections given by
the AIM Rules. In particular, the Company will not be bound
to:
·
make any public announcements of material events,
or to announce interim or final results;
·
comply with any of the corporate governance
practices applicable to AIM companies;
·
announce substantial transactions and related
party transactions; or
·
comply with the requirement to obtain shareholder
approval for reverse takeovers and fundamental changes in the
Company's business;
(e) the Company will
no longer be subject to UK MAR regulating inside information and
other matters;
(f) the
Company will no longer be required to publicly disclose any change
in major shareholdings in the Company under the Disclosure Guidance
and Transparency Rules;
(g) the Company will
cease to retain a nominated adviser and broker;
(h) whilst the
Company's CREST facility will remain in place immediately following
the Cancellation the Company's CREST facility may be cancelled in
the future and, although the Ordinary Shares will remain
transferable, they may cease to be transferable through CREST (in
which case, Shareholders who hold Ordinary Shares in CREST will
receive share certificates);
(i) stamp duty
will be due on transfers of shares and agreements to transfer
shares unless a relevant exemption or relief applies to a
particular transfer;
(j) the
Cancellation and Re-registration may have personal taxation
consequences for Shareholders. Shareholders who are in any doubt
about their tax position should consult their own professional
independent tax adviser;
(k) as a company
incorporated in England and Wales, the Company will continue to be
subject to the requirements of the Companies Act 2006;
and
(l) details of
the application of the Takeover Code, which will continue to apply
to the Company following the Cancellation, are set out in Part
III.
The
above considerations are not exhaustive, and Shareholders should
seek their own independent advice when assessing the likely impact
of the Cancellation on them and their shareholding in the
Company.
The Company currently intends that
it will continue to provide certain facilities and services to
Shareholders that they currently enjoy as shareholders of an AIM
company following the proposed Cancellation up to the point when
the Company enters MVL. It is intended that the Company will
continue to:
(a) communicate
information about the Company (including annual accounts) to its
Shareholders, as required by law; and
(b) maintain its
website and to post updates on the website from time to time,
although Shareholders should be aware that there will be no
obligation on the Company to include all of the information
required under AIM Rule 26 or to update the website as required by
the AIM Rules.
4. Re-registration
Following the proposed Cancellation,
the Board believes that the requirements and associated costs of
the Company maintaining its public company status will be difficult
to justify and that the Company will benefit from the more flexible
requirements and lower overhead costs associated with private
limited company status. It is therefore proposed to re-register the
Company as a private limited company.
In connection with the
Re-registration, it is proposed that the New Articles be adopted to
reflect the change in the Company's status to a private limited
company. The principal effects of the adoption of the New Articles
on the rights and obligations of Shareholders and the Company are
summarised in Part II of this Circular.
A comparison of the New Articles
against the Company's existing Articles of Association is available
on the Company's website and the New Articles themselves are
included as Appendix 1 to this document.
Subject to and conditional upon the
Cancellation and the passing of the Re-registration Resolution,
application will be made to the Registrar of Companies for the
Company to be re-registered as a private limited company.
Re-registration will take effect when the Registrar of Companies
issues a certificate of incorporation on Re-registration. The
Registrar of Companies will not issue the certificate of
incorporation on Re-registration until the Registrar of Companies
is satisfied that no valid application can be made to cancel the
resolution to re-register as a private limited company.
If the Cancellation Resolution and
the Re-registration Resolution are passed at the General Meeting
and the Registrar of Companies issues a certificate of
incorporation on Re-registration, it is anticipated that the
Re-registration will become effective by 20 May 2024.
5. Process for Cancellation and Re-registration
Under the AIM Rules, it is a
requirement that Cancellation must be approved by not less than 75
per cent. of votes cast by shareholders at a general meeting.
Accordingly, the Notice of General Meeting set out in Part IV of
this Circular contains a special resolution (Resolution number 1)
to approve the Cancellation.
Furthermore, Rule 41 of the AIM
Rules requires any AIM company that wishes the London Stock
Exchange to cancel the admission of its shares to trading on AIM to
notify shareholders and to separately inform the London Stock
Exchange of its preferred cancellation date at least 20 Business
Days prior to such date. In accordance with AIM Rule 41, the
Directors (through the Company's nominated adviser, Strand Hanson)
have notified the London Stock Exchange of the Company's intention,
subject to the Cancellation Resolution being passed at the General
Meeting, to cancel the Company's admission of the Ordinary Shares
to trading on AIM on 17 May 2024.
Under the Companies Act 2006, it is
a requirement that re-registration and adoption of new articles of
association must be approved by not less than 75 per cent. of votes
cast by shareholders at a general meeting. Accordingly, the Notice
set out in Part IV of this Circular contains a special resolution
(Resolution number 2) to approve the Re-registration and adoption
of the New Articles.
6. Transactions in the Ordinary Shares following the proposed
Cancellation
Shareholders should note that they
are able to trade in the Ordinary Shares on AIM prior to the
Cancellation. If Shareholders approve the Cancellation, it is
anticipated that the last day of dealings in the Ordinary Shares on
AIM will be 16 May 2024.
The Board is aware that the proposed
Cancellation, should it be approved by Shareholders at the General
Meeting, would make it more difficult to buy and sell Ordinary
Shares in the Company following the Cancellation. Therefore, the
Company intends to arrange a secondary market trading facility to
assist Shareholders to trade in the Ordinary Shares, and this will
be put in place from the day of Cancellation.
7. Secondary market trading facility
A number of advisers are capable of
providing the secondary market trading facility and the Company
will update Shareholders in due course regarding the selected
service provider and the operational mechanics of the selected
scheme. This facility will allow existing shareholders of the
Company, and new investors, to trade Ordinary Shares by matching
buyers and sellers through periodic auctions. Providers typically
operate an open auction system where volumes of bids and offers at
different prices are displayed on their website together with the
closing date of the auction. At the end of each auction period the
provider would match buyers and sellers.
Shareholders will continue to be
able to hold their shares in uncertificated form (i.e. in CREST)
until the Company enters the anticipated MVL. Shareholders should
check with their existing stockbroker whether they are willing or
able to trade in unquoted shares.
Should the Cancellation become
effective and the Company put in place the secondary market trading
facility, details will be made available to Shareholders on the
Company's website at
(https://www.sciroccoenergy.com/) and directly by letter or e-mail (where
appropriate).
8. Takeover Code
Notwithstanding the Cancellation and
Re-registration, under the Takeover Code the Company will continue
to be subject to its terms for a period of 10 years following the
Cancellation (subject to the Re-registration occurring). However,
the Takeover Code may cease to apply earlier if a majority of the
Directors cease to be resident in the UK, Channel Islands or Isle
of Man.
Following the expiry of the 10 year
period from the date of the Cancellation (subject to the
Re-registration occurring), or such other date on which the
Takeover Code ceases to apply to the Company, the Company will no
longer be subject to the provisions of the Takeover Code.
A summary of the protections
afforded to Shareholders by the Takeover Code which will be lost is
set out in Part III of this Circular. Protections include
the requirement for a mandatory cash offer to be made if
either:
·
a person acquires an interest in shares which,
when taken together with the shares in which persons acting in
concert with it are interested, increases the percentage of shares
carrying voting rights in which it is interested to 30 per cent. or
more; or
·
a person, together with persons acting in concert
with it, is interested in shares which in the aggregate carry not
less than 30 per cent. of the voting rights of a company but does
not hold shares carrying more than 50 per cent. of such voting
rights and such person, or any person acting in concert with it,
acquires an interest in any other shares which increases the
percentage of shares carrying voting rights in which it is
interested.
Rule 9 of the Takeover Code further
provides that where any person, together with persons acting in
concert with him, holds over 50 per cent. of the voting rights of a
company to which the Takeover Code applies and acquires additional
shares which carry voting rights, then that person will not
generally be required to make a general offer to the other
shareholders to acquire the balance of the shares not held by that
person or his concert parties.
Before giving your consent to the Cancellation and
Re-registration, you may want to take independent professional
advice from an appropriate independent financial
adviser.
9. The proposed return of funds to shareholders
The Board has actively considered a
number of pathways to distribute cash to Shareholders since Q2
2023. After taking advice from legal and accounting advisers and
reviewing various paths, the Board identified that the most
efficient method to distribute all cash to Shareholders would be to
follow a solvent Members' Voluntary Liquidation ("MVL"). This would
be a terminal pathway for the Company and would preclude re-tasking
the Company and its listing for other purposes as the Directors
would hand over control of the Company to a liquidator.
The Board has received proposals from
advisers able to support the process which allowed it to estimate
the total distributable value based on the cash on hand, estimated
costs and expected receivables from outstanding Ruvuma contingent
payments.
Based on the expected receivables and
taking account of costs associated with the MVL process, estimated
to be c. £350k, the unrisked estimated distribution to Shareholders
is c. 1.1 - 1.2 pence per share. Distributions would likely occur
over the period 2024 - 2026 (and potentially 2027 depending on the
delivery and rate of production from Ruvuma). It should be noted
that the receipt of the FID Payment, which has already been delayed
and is now expected in Q2 2024 albeit with no guarantee, would be
required to support a material initial distribution, given that the
FID Payment equates to c. 0.26 pence per share. Subsequent
distributions would depend on receipt of revenue share payments
which are not expected until 2025 or 2026 (tied to first gas sales
of a Ruvuma development).
Implementing a MVL would involve a
number of workstreams incurring professional fees and the following
steps:
a)
Pre-liquidation preparation, which will begin immediately,
including preparation of pre-liquidation accounts - estimated to
take 2-3 months. It should be noted that until Kiliwani North can
be divested, a liquidator would retain sufficient funds to meet the
liability (estimated to be c. £250,000) which could delay and/or
limit the level of any initial distribution;
b) Subject to
approval of the Resolutions at the General Meeting and consequent
implementation of the Proposals, the Company will look to call a
further general meeting (as a private company) including issuing a
circular proposing the commencement of the MVL and setting out all
relevant information in respect of it;
c) The above
mentioned further general meeting to approve the MVL, which would
require special resolutions to be approved by a majority of 75% of
those voting. The Board expects to hold such general meeting in
late Q2/early Q3 this year; and
d) Assuming
approval by Shareholders, the Company would enter liquidation
proceedings immediately thereafter.
It should be noted that, whilst it is
the Board's strong intention, there is no guarantee that the
general meeting to approve the commencement of the MVL will be
called, nor that such general meeting will be held. As such,
Shareholders should be aware that approving the Cancellation does
not guarantee entry into the MVL.
Shareholders should be aware that
timing of any distributions pursuant to the MVL - which are not
guaranteed - will depend on a number of factors, most predominantly
the development of the Ruvuma asset (in line with the expected plan
of its owners which the Company has no control over), and will be
at the discretion of the liquidator, if the Company enters an
MVL.
Given the costs associated with the
MVL and settlement of the Kiliwani North liability is expected to
consume a significant part of the Company's existing cash, the
source of cash for distribution will predominantly comprise of the
contingent consideration elements from the Company's sale of its
interest in Ruvuma as previously described by the Company and up to
£150,000 payable in the event of the completion of certain
acquisitions of Anaerobic Digestion plants by EAG. These contingent
payments are not guaranteed as they are linked to events which are
out with the control of Scirocco and their timing is
uncertain.
10.
Taxation
Upon receipt of any capital
distribution in the course of the liquidation of the Company,
Shareholders will be treated as making a part disposal of their
Ordinary Shares for consideration equal to the amount of any cash
received.
For a UK tax-resident individual this
will give rise to a capital gain or capital loss on the difference
between the amount of the consideration received, less the
determined amount of cost attributable to this partial disposal of
their parcel of Ordinary Shares. In the event of a capital gain, to
the extent there are no offsetting capital losses, Capital Gains
Tax will be payable at a rate of 20% of that gain. The tax due on
capital distributions received before 5 April 2025 will become
payable on 31 January 2026 and should be reported to HM Revenue
& Customs through a Self Assessment Tax Return. In the event of
a capital loss, this will normally be available to reduce any other
capital gain of the same year or be available to carry forward
indefinitely against future capital gains.
A UK tax-resident company will
include any distribution it receives from the liquidation as part
of its taxable profits for the accounting period the distribution
is received in; the distribution being a capital gain for the
company. Assuming the company is profitable, it will pay
Corporation Tax on the Capital Gains at its marginal rate 9 months
after the end of the accounting period in which the distribution is
received. Similarly, a capital loss arising on the distribution may
be carried forward and offset against future capital gains or
alternatively, it will be available to reduce any capital gains the
company has received in the same accounting period with any balance
being carried forward.
Non-UK resident investors will be
subject to the rules prevailing in their respective tax
jurisdictions.
This information is provided for
general guidance only and should not be construed as comprising
taxation advice. Shareholders should seek tax advice on their own
particular circumstances from appropriate professional
advisors.
11.
Adoption of new articles of association
The Company also proposes to adopt
new articles of association as set out above and as summarised in
Part II.
A comparison of the New Articles
against the Company's existing Articles of Association is available
on the Company's website and the New Articles themselves are
included as Appendix 1 to this document.
The Resolutions include a special
resolution to adopt the new articles of association (Resolution
2).
12.
General Meeting
The General Meeting will be held at
the offices of Buchanan Communications, 107 Cheapside, London EC2V
6DN commencing at 10 a.m. on 7 May 2024. The resolutions to be
proposed at the General Meeting are as follows:
(a) a special
resolution to approve the Cancellation (Resolution 1);
and
(b) a special
resolution to approve the Re-registration and adoption of the New
Articles (Resolution 2). Resolution 2 will be subject to and
conditional upon the Cancellation becoming effective.
13.
Action to be taken
Voting on all resolutions can be done
by completing a proxy appointment form appointing the 'Chair of the
General Meeting' as your proxy. All valid proxy votes to be
exercised by the 'Chair of the General Meeting' will also be
included in any vote taken at the General Meeting.
Shareholders will find enclosed a
Form of Proxy for use at the General Meeting. The Form of Proxy
should be completed and delivered in accordance with the
instructions printed on it to Share Registrars Limited in hard copy
to 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX as
soon as possible and in any event to be received by Share
Registrars Limited not later than 10 a.m. on 2 May 2024.
CREST members who wish to appoint a
proxy or proxies through the CREST electronic proxy appointment
service may do so for the General Meeting and any adjournment(s)
thereof by using the procedures described in the CREST
Manual.
CREST personal members or other CREST
sponsored members, and those CREST members who have appointed a
voting service provider(s) should refer to their CREST sponsor or
voting service provider(s), who will be able to take the
appropriate action on their behalf.
In order for a proxy appointment or
instruction made using the CREST service to be valid, the
appropriate CREST message (a "CREST Proxy Instruction") must be
properly authenticated in accordance with CRESTCO Limited's
specifications and must contain the information required for such
instructions, as described in the CREST Manual.
The message, regardless of whether it
relates to the appointment of a proxy or to an amendment to the
instruction given to a previously appointed proxy must, in order to
be valid, be transmitted so as to be received by the issuer's agent
7RA36 by the latest time(s) for receipt of proxy appointments
specified above. For this purpose, the time of receipt will be
taken to be the time (as determined by the timestamp applied to the
message by the CREST Applications Host) from which the issuer's
agent is able to retrieve the message by enquiry to CREST in the
manner prescribed by CREST. After this time, any change of
instructions to proxies appointed through CREST should be
communicated to the appointee through other means.
CREST members and, where applicable,
their CREST sponsors or voting service providers should note that
CRESTCo Limited does not make available special procedures in CREST
for any particular messages. Normal system timings and limitations
will therefore apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal
member or sponsored member or has appointed a voting service
provider(s), to procure that his or her CREST sponsor or voting
service provider(s) take(s)) such action as shall be necessary to
ensure that a message is transmitted by means of CREST by any
particular time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting service providers are
referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
14.
Recommendation
For the reasons noted above, the
Directors consider that the Resolutions to be put to the meeting
are in the best interests of the Company and its Shareholders as a
whole and therefore unanimously recommend that you vote in favour
of all of the Resolutions to be proposed at the General Meeting, as
the Directors intend to do in respect of their Ordinary Shares in
the Company, representing approximately 2.7 per cent. (%) of the
Company's issued share capital as of the date of this
Circular.
Yours faithfully,
Alastair
Ferguson
Non-Executive Chairman
For further information:
|
Scirocco Energy plc
Tom Reynolds, CEO
|
+44 (0)20 7466 5000
|
|
Strand Hanson Limited, Nominated Adviser and
Broker
Ritchie Balmer / James Spinney /
Robert Collins
|
+44 (0) 20 7409 3494
|
|
Buchanan, Financial PR
Ben Romney / Barry Archer / George
Pope
|
+44 (0)20 7466 5000
|
Inside Information
The information contained within
this announcement is deemed by Scirocco to constitute inside
information as stipulated under the Market Abuse Regulation (EU)
no. 596/2014 ("MAR"). On the publication of this announcement via
a Regulatory Information Service ("RIS"), this inside
information is now considered to be in the public
domain.