Announcement • May 20
Xtellus Capital Partners, Inc. completed the acquisition of remaining 70.7% stake in Serinus Energy plc (AIM:SENX) from Raglan Road Capital Limited, Lampe, Conway & Co. LLC, Jeffrey Auld, Lukasz Redziniak, James Causgrove and others.
Xtellus Capital Partners, Inc. has reached agreement to acquire remaining 70.7% stake in Serinus Energy plc (AIM:SENX) from Raglan Road Capital Limited, Lampe, Conway & Co. LLC, Jeffrey Auld, Lukasz Redziniak, James Causgrove and others for approximately £3.5 million on March 24, 2025. Under the terms of the Acquisition, Serinus Shareholders shall be entitled to receive: £0.034 in cash for each Serinus Share held (the "Acquisition Price"). The Acquisition values the entire issued and to be issued ordinary share capital of Serinus at approximately £5.1 million on a fully diluted basis. It is intended that the Acquisition will be implemented by way of a Court-sanctioned Scheme of Arrangement under Article 125 of the Jersey Companies Law, and that the Scheme be put to Serinus Shareholders for approval at the Court Meeting and to the Serinus Shareholders at the General Meeting, although Xtellus reserves the right to elect (with the consent of the Panel, and subject to the terms of the Cooperation Agreement) to implement the Acquisition by way of a Takeover Offer. The Acquisition, if it becomes Effective, would provide Serinus Shareholders with an immediate realisation of value in cash for their Serinus Shares at a premium to the Closing Price as at the Latest Practicable Date, and an opportunity to realise value despite the limited liquidity of Serinus Shares. The percentage of Scheme Shares eligible to vote at the Court Meeting is based on 106,791,136 Scheme Shares, being 151,099,460 Serinus Shares in issue, less 44,308,324 Serinus Shares owned or controlled by Xtellus. The full cash consideration payable under the terms of the Acquisition, together with certain fees and expenses in connection with the Acquisition, will be funded through cash on Xtellus' balance sheet.
The Acquisition will be conditional on, amongst other things, the approval of Serinus Shareholders and the satisfaction or (where applicable) waiver of the Conditions and further terms set out inAppendix 1to this Announcement (which shall be set out in the Scheme Document). In addition, the Acquisition is conditional upon: the approval by the National Agency for Mineral Resources in Romania (or other applicable Romanian government entity) of the maintenance of the validity of Serinus' Petroleum Concession Agreement for the purposes of Article 34(5) of the Romanian Petroleum law no. 238/2004, or written confirmation from such body that the Acquisition should not be referred for review under such law; and the authorisation by the Romanian Competition Council of the foreign direct investment in Romania entailed by the Acquisition (whether unconditionally or with such conditions as are acceptable to Xtellus and Serinus (acting reasonably and in good faith), thereby satisfying the requirements of the Romanian Governmental Emergency Ordinance no. 46/202, or confirmation by such body that the Acquisition should not be referred for review under such ordinance. The Acquisition will also be conditional upon: the Court Meeting and General Meeting being held on or before the 22nd day after the expected date of the meetings to be set out in the Scheme Document in due course or such later date (if any) as Xtellus and Serinus may agree and Third Party Clearances. The Serinus Directors intend to recommend unanimously that Serinus Shareholders vote in favour of the Scheme at the Court Meeting and that the Serinus Shareholders vote in favour of the Resolutions to be proposed at the General Meeting. It is expected that the Scheme will become Effective in the second quarter of 2025.
Xtellus initially received an irrevocable undertaking from Lampey Conway & Co LLC to vote in favor of the acquisition scheme for 13,193,642 Serinus Shares (8.9% of share capital). It was later clarified that Steven Lampe holds these shares privately and signed a new undertaking, replacing the previous one. The total shares under irrevocable undertakings remain at 22,479,122, representing 14.9% of Serinus's share capital.
On May 1, 2025, Serinus announced that the requisite majorities of shareholders voted to approve the scheme at the Court Meeting and the General Meeting. The resolutions were duly passed, indicating shareholder support for the acquisition. Xtellus confirmed to Serinus and the Takeover Panel that all conditions to the acquisition have been satisfied or waived, except those that can only be satisfied upon or after the scheme is sanctioned. The scheme remains subject to the sanction by the Court at the Court Sanction Hearing scheduled on May 15, 2025. Following the delivery of the Court Order to the Jersey Registrar of Companies, The effective date of the scheme is expected to be May 19, 2025. As of May 15, 2025, the last day of dealings in, and for registrations of transfers of, Serinus Shares will be May 16, 2025 and the Scheme Record Time will be on May 16, 2025. Trading on AIM in Serinus Shares will be suspended on May 19, 2025.
Serinus will pay a fees for Financial and corporate broking advice is £150,000 and Legal advice is £250,000.
Toby Gibbs and Lucy Bowden of Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited acted as financial advisor and fairness opinion provider to Serinus. Neil Passmore and Mario Dörflinger of H&P Advisory Limited acted as financial advisor to Xtellus. Bird & Bird LLP is acting as legal adviser to Xtellus as to English law. McCarthy Tétrault is acting as legal adviser to Serinus as to English law. Mourant Ozannes (Jersey) LLP is acting as legal adviser to Serinus as to Jersey law. T. Studnicki, K. Pleszka, Z. Cwiakalski, J. Górski sp.k. Oddzial w Warszawie of Studnicki Pleszka Cwiakalski Górski LLP acting as legal adviser to Serinus as to Polish law. the Jersey Financial Services Commission acting as the registrar of companies to Serinus. Computershare Investor Services is the registrar to Serinus.
Xtellus Capital Partners, Inc. completed the acquisition of remaining 70.7% stake in Serinus Energy plc (AIM:SENX) from Raglan Road Capital Limited, Lampe, Conway & Co. LLC, Jeffrey Auld, Lukasz Redziniak, James Causgrove and others for May 19, 2025. Serinus further announces that Lukasz Redziniak, Chairman and Independent Director, James Causgrove, Senior Independent Non-Executive Director and Natalie Fortescue, Independent Non-Executive Director, have tendered their resignations as directors of the Company effective from the date of cancellation of admission to trading on AIM of the Serinus Shares. Following the application by Serinus to the London Stock Exchange, cancellation of admission to trading on AIM of Serinus Shares is expected to become effective at on May 20, 2025.