Senterra Energy PLC Notice of GM (4763D)

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: [e-mail]

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) 
=====================================  ================= 
                                        [phone] 
 Jeremy King                             1904 
=====================================  ================= 
 
 Optiva Securities Limited (Joint 
  Broker) 
=====================================  ================= 
                                        [phone] 
 Christian Dennis                        1902 
=====================================  ================= 
 
 Dowgate Capital Stockbrokers 
  Limited (Joint Broker) 
=====================================  ================= 
                                        [phone] 
 Jason Robertson and Neil Badger         744 
=====================================  ================= 
 
 Beaumont Cornish Limited (Financial 
  Adviser) 
=====================================  ================= 
 Roland Cornish and Felicity            [phone] 
  Geidt                                  3396 
=====================================  ================= 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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July 07, 2016 02:00 ET (06:00 GMT)