REG - SDX Energy PLC - Update on Convertible Loan

SDX EnergyAnnouncement

04/09/2024 07:00

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RNS Number : 8079C  SDX Energy PLC  04 September 2024

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY SDX 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.

 

4 September 2024

 

SDX ENERGY PLC ("SDX" or the "Company")

UPDATE ON CONVERTIBLE LOAN

As announced on 25 July 2024, the Company and Aleph Finance Ltd (the "Lender")
signed a non-binding term sheet for a proposed new agreement (the "New
Facility Agreement") that would refinance the Company's syndicated unsecured
convertible loan agreement with the Lender for up to US$3.25 million (the
"Existing Convertible Loan").

The syndicated Existing Convertible Loan is unsecured, convertible at any time
at the option of the individual lenders and repayable on 24 July 2024
(together with the signing of the term sheet, the Company requested and the
Lender consented and agreed to repayment being delayed). The amount payable is
US$3.82 million (principal US$3.25 million and interest US$0.57 million).

The Lender and the Company have now entered into the "New Facility Agreement"
to refinance the Existing Convertible Loan. The key terms of the New Facility
Agreement are:

Under the terms of the New Facility Agreement, the Lender will provide a term
loan facility in the amount of up to $6,000,000, such total amount to be
confirmed by the Lender (the "Loan"), to the Company to be repaid by 23 July
2025. The Company will apply the monies borrowed under the New Facility
Agreement towards the repayment of existing financial indebtedness owed by the
Company to the Lender under the Existing Convertible Loan and other
agreements. The Company has no current plans to draw on the remaining balance
of the Loan following repayment of the Existing Convertible Loan.

The Loan will be available for drawdown within six months of the satisfaction
or waiver of the conditions precedent under the New Facility Agreement. The
conditions are usual for a facility of this nature and include the Company
securing shareholder approval.

In connection with the New Facility Agreement, the Company will grant the
Lender the following security package:

(i)            a pledge over the Company's shares in SDX Energy
Morocco (Jersey) Ltd;

(ii)           a pledge over the Company's shares in Sea Dragon
Energy (Nile) B.V.;

(iii)          a debenture over the Company, including assignment of
intercompany loans and security over HSBC bank accounts in England; and

(iv)         a security agreement, in the form of a pledge, granted by
SDX Energy Morocco (Jersey) Ltd and/or SDX Energy Morocco (UK) Ltd in respect
of rights and receivables that may be derived from Moroccan licences (being
Sebou Central, Lalla Mimouna Sud, and Rharb Occidental).

All outstanding amounts under the New Facility Agreement shall accrue interest
at a rate of 20% per annum. Interest will be capable of being paid in kind and
added to the principal outstanding. A consent fee of US$144,759 in lieu of
interest for the period from 24 July 2024 to 20 September 2024 and an
arrangement fee of US$168,852 shall be payable and capitalised into the New
Facility Agreement.

The Lender will have the right to convert the outstanding Loan, including any
accrued, in full or in part, into ordinary shares in the capital of the
Company ("Ordinary Shares") at an exercise price (the "Exercise Price") being
80% of the Average Daily Closing Price calculated over 30 trading days
preceding the relevant date of notification for conversion, provided that the
number of Ordinary Shares issued to the Lender pursuant to the New Facility
Agreement does not exceed 200,000,000 Ordinary Shares (the "Threshold"). If
the number of Ordinary Shares to be issued, based on the Exercise Price, would
mean that the Threshold is met, then the portion of the Loan representing the
excess Ordinary Shares will not be converted and will remain outstanding on
the terms of the New Facility Agreement.

Together with the signing of the New Facility Agreement, the Company has
requested and the Lender has consented and agreed to repayment of the Existing
Convertible Loan being delayed, provided that the New Facility Agreement is
entered into by the Borrower on or before 20 September 2024.

On 20 September 2024, the Company will convene a general meeting to ask
shareholders to vote on the New Facility Agreement (the "General Meeting") and
hold its deferred Annual General Meeting. The completion of the New Facility
Agreement is conditional upon the Company's shareholders voting in favour of
the resolutions at the General Meeting.

The directors consider that the resolutions to be proposed at the General
Meeting will promote the success of the Company for the benefit of its
shareholders as a whole. Accordingly, the directors intend to recommend that
shareholders vote in favour of all of the resolutions, as they intend to do in
respect of their own beneficial holdings.

Shareholders should note that, in the event that the resolutions are not
passed, the New Facility Agreement will not become unconditional and the
Existing Convertible Loan will be due for repayment on 20 September 2024.
Therefore, if the resolutions are not passed, the Company will not be able to
repay the Existing Convertible Loan and would be in default and, if no
alternative arrangements can be agreed with the Lender, may become insolvent.

For further information:

 

 SDX Energy Plc

 Daniel Gould, Chief Executive Officer

 William McAvock, Chief Financial Officer

 Tel: +44 (0) 20 3219 5640

 Shore Capital (Nominated Adviser and Broker)

 Toby Gibbs/Harry Davies-Ball

 Tel: +44 (0) 20 7408 4090

 InHouseIR (Investor and Media Relations)

 Sarah Dees/Oliver Clark

 Email: sdx@inhouseir.com

 Tel: +44 (0) 7881 650 813 / +44 (0) 20 3239 1669

About SDX

For further information, please see the Company's website at
www.sdxenergygroup.com
(https://url.avanan.click/v2/___http:/www.sdxenergygroup.com/___.YXAxZTpzaG9yZWNhcDphOm86MDEzNTAyODI2ZTNhZWY5ZWM4YWU4MGY3MmNiNjhiMDc6Njo4MDY2OmIyZDJhNDdjNTNhNWU3Yjc5Y2VjZDQ5MzgxZTRkZWJlNTE2NjQyYTMwOTk0NmQwOGZjN2U4MWIyMzIxODExNjM6cDpU)
or the Company's filed documents at www.sedar.com
(https://url.avanan.click/v2/___http:/www.sedar.com/___.YXAxZTpzaG9yZWNhcDphOm86MDEzNTAyODI2ZTNhZWY5ZWM4YWU4MGY3MmNiNjhiMDc6NjplNWE4OjE1YTQ5NzZmMjEyMWQ5MjgyZjhkZjI1YmQzNmU3YzE3ODdlMWMyY2MwM2E4YjBiYTJmY2M3ODk2ZWE5MmI3YTM6cDpU)
.

 

Forward-looking information

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"forward-looking information" as such term is used in applicable Canadian
securities laws. Any statements that express or involve discussions with
respect to predictions, expectations, beliefs, plans, projections, objectives,
assumptions or future events or are not statements of historical fact should
be viewed as forward-looking information.

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