AIM RULE 26 INFORMATION
This page contains links to core management and financial information and has been designed to comply with Rule 26 of the AIM Rules for Companies – ‘Company Information Disclosure’. The information contained here was last updated on December 13, 2023.
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Southern Energy Corp. is an oil and natural gas exploration and production company. Southern has a primary focus on acquiring and developing conventional natural gas and light oil resources in the southeast Gulf States of Mississippi, Louisiana, and East Texas. Our management team has a long and successful history working together and have created significant shareholder value through accretive acquisitions, optimization of existing oil and natural gas fields and the utilization of re-development strategies utilizing horizontal drilling and multi-staged fracture completion techniques.
The business of the Corporation is focused on building value through the consolidation, development and exploration of oil and gas assets in the southeastern United States. The Corporation aims to build a high margin asset base of sufficient scale with significant low risk drilling inventory that continues to generate free cash flow. To accomplish this goal, Southern balances two primary growth drivers: (a) adding accretive proved developed producing acquisitions; and (b) executing low risk development drilling to achieve organic reserves growth. During periods of weaker commodity pricing, the Corporation will employ a disciplined acquisition strategy to add low decline assets that are synergistic with existing operations at attractive metrics, while paying only for proved developed producing reserves. During periods of stronger commodity pricing, Southern will focus on the infill development of our existing large-scale drilling inventory within assets exhibiting historically low recovery factors.
As part of its acquisition growth strategy, Southern continues to strategically evaluate oil and gas properties throughout the southeastern United States that will result in meaningful reserve and production additions. Southern seeks to add high-quality, long-life reservoirs in proven growth areas that offer existing infrastructure, opportunities for meaningful operating cost reductions, low cost oil and gas drilling opportunities and operational control.
The business of the Corporation is focused on building value through the consolidation, development and exploration of oil and gas assets in the southeastern United States. The Corporation aims to build a high margin asset base of sufficient scale with significant low risk drilling inventory that continues to generate free cash flow. To accomplish this goal, Southern balances two primary growth drivers: (a) adding accretive proved developed producing acquisitions; and (b) executing low risk development drilling to achieve organic reserves growth. During periods of weaker commodity pricing, the Corporation will employ a disciplined acquisition strategy to add low decline assets that are synergistic with existing operations at attractive metrics, while paying only for proved developed producing reserves. During periods of stronger commodity pricing, Southern will focus on the infill development of our existing large-scale drilling inventory within assets exhibiting historically low recovery factors.
As part of its acquisition growth strategy, Southern continues to strategically evaluate oil and gas properties throughout the southeastern United States that will result in meaningful reserve and production additions. Southern seeks to add high-quality, long-life reservoirs in proven growth areas that offer existing infrastructure, opportunities for meaningful operating cost reductions, low cost oil and gas drilling opportunities and operational control.
The Company is incorporated and registered in Alberta, Canada (company no. 2022386623). The company is continued under and governed by the Alberta Business Corporations Act.
As the Company is incorporated in Canada, shareholders' rights may be different from the rights of shareholders in a UK incorporated company.
The primary country of operations is the United States of America.
As the Company is incorporated in Canada, shareholders' rights may be different from the rights of shareholders in a UK incorporated company.
The primary country of operations is the United States of America.
The Company’s shares trade on the Toronto Stock Exchange Venture (TSXV) under the ticker “SOU” and on the AIM market of the London Stock Exchange under the ticker “SOUC”.
NOMINATED AND FINANCIAL ADVISOR:
Strand Hanson
26 Mount Row
London W1K 3SQ
JOINT BROKERS:
Stifel Nicolaus Europe Limited
150 Cheapside
London EC2V 6ET
Tennyson Securities
20 Fenchurch Street
London ECM 3BY
SOLICITORS TO THE COMPANY AS TO ENGLISH LAW:
Hogan Lovells International LLP
Atlantic House
Holborn Viaduct
London EC1A 2FG
SOLICITORS TO THE COMPANY AS TO CANADIAN LAW:
Stikeman Elliot LLP
4300 Bankers Hall West, 888 – 3rd Street S.W.
Calgary, Alberta Canada T2P 5C5
AUDITORS TO THE COMPANY:
Deloitte LLP
Suite 700 850-2nd Street SW
Calgary, Alberta
Canada T2P 0R8
FINANCIAL PR:
Camarco
3rd Floor, Cannongate House, 62-64 Cannon Street
London EC4N 6AE
Strand Hanson
26 Mount Row
London W1K 3SQ
JOINT BROKERS:
Stifel Nicolaus Europe Limited
150 Cheapside
London EC2V 6ET
Tennyson Securities
20 Fenchurch Street
London ECM 3BY
SOLICITORS TO THE COMPANY AS TO ENGLISH LAW:
Hogan Lovells International LLP
Atlantic House
Holborn Viaduct
London EC1A 2FG
SOLICITORS TO THE COMPANY AS TO CANADIAN LAW:
Stikeman Elliot LLP
4300 Bankers Hall West, 888 – 3rd Street S.W.
Calgary, Alberta Canada T2P 5C5
AUDITORS TO THE COMPANY:
Deloitte LLP
Suite 700 850-2nd Street SW
Calgary, Alberta
Canada T2P 0R8
FINANCIAL PR:
Camarco
3rd Floor, Cannongate House, 62-64 Cannon Street
London EC4N 6AE
Date on which the following information was last updated: May 16, 2023
The Board is committed to the highest standards of corporate governance. The Board pursues to comply with the corporate governance requirements of the TSX-V and applicable Canadian securities laws including, but not limited to NI51-102, NI 52-110, NI 58-101 and TSXV Policy 3.1 – Directors, Officers, other Insiders and Personnel and Corporate Governance.
The Company has adopted corporate governance practices and procedures consistent with the relevant Canadian corporate governance standards appropriate for a publicly listed company. In particular, the Company has adopted a corporate code of conduct and mandate for its Board. It has also established and properly constituted an Audit Committee, a Corporate Governance and Compensation Committee, and Reserves and Health, Safety, Environment Committee to assist the Board in fulfilling its responsibilities for governing the Company.
The Company has also adopted a corporate disclosure and insider trading policy to ensure compliance with the share dealing provisions set out in article 19 of MAR and Rule 21 of the AIM Rules. The policy applies to inter alia all Directors and senior officers of the Group, employees who may be in possession of or have access to unpublished price-sensitive information concerning the Company, their spouses, civil partners, children under 18 and any other person who is otherwise classified as a Person Discharging Managerial Responsibilities (PDMR) and Persons Closely Associated (PCA) under the Market Abuse Regulation (MAR) (together the “Designated Persons”). The policy applies to the Designated Persons whether they are acting directly or through another person or company.
The corporate governance standards differ somewhat from those set out in the QCA Corporate Governance Code published by the Quoted Companies Alliance, commonly followed by AIM companies. The Board believes that the Company complies with the QCA Code in all respects except as follows:
• The Company posts on its website most (but not all) of the information required by the QCA Code to be posted. Such information is available on SEDAR or summarised in documents filed on SEDAR.
• The specific time commitments of the directors of the Company are not disclosed and the plans for the evolution of the Company’s corporate governance framework is not disclosed.
Further Corporate Governance information and documentation can be found on the Corporate Governance page.
The Board is committed to the highest standards of corporate governance. The Board pursues to comply with the corporate governance requirements of the TSX-V and applicable Canadian securities laws including, but not limited to NI51-102, NI 52-110, NI 58-101 and TSXV Policy 3.1 – Directors, Officers, other Insiders and Personnel and Corporate Governance.
The Company has adopted corporate governance practices and procedures consistent with the relevant Canadian corporate governance standards appropriate for a publicly listed company. In particular, the Company has adopted a corporate code of conduct and mandate for its Board. It has also established and properly constituted an Audit Committee, a Corporate Governance and Compensation Committee, and Reserves and Health, Safety, Environment Committee to assist the Board in fulfilling its responsibilities for governing the Company.
The Company has also adopted a corporate disclosure and insider trading policy to ensure compliance with the share dealing provisions set out in article 19 of MAR and Rule 21 of the AIM Rules. The policy applies to inter alia all Directors and senior officers of the Group, employees who may be in possession of or have access to unpublished price-sensitive information concerning the Company, their spouses, civil partners, children under 18 and any other person who is otherwise classified as a Person Discharging Managerial Responsibilities (PDMR) and Persons Closely Associated (PCA) under the Market Abuse Regulation (MAR) (together the “Designated Persons”). The policy applies to the Designated Persons whether they are acting directly or through another person or company.
The corporate governance standards differ somewhat from those set out in the QCA Corporate Governance Code published by the Quoted Companies Alliance, commonly followed by AIM companies. The Board believes that the Company complies with the QCA Code in all respects except as follows:
• The Company posts on its website most (but not all) of the information required by the QCA Code to be posted. Such information is available on SEDAR or summarised in documents filed on SEDAR.
• The specific time commitments of the directors of the Company are not disclosed and the plans for the evolution of the Company’s corporate governance framework is not disclosed.
Further Corporate Governance information and documentation can be found on the Corporate Governance page.
Date on which the following information was last updated: December 13, 2023
The Company has 165,718,160 Common Shares of no par value in issue. There are no shares held in treasury. There are no restrictions on the transfer of shares in Southern Energy.
The Percentage of securities not in public hands is 14.7%.
In accordance with the Company’s constitution, save for where there may be legal exemption shareholders are required to disclose to the Company any interests in its common shares over 3% of the Company’s voting rights from time to time.
FURTHER INFORMATION
Rule 17 of the AIM Rules
Rule 17 of the AIM Rules requires, inter alia, that an AIM quoted company must notify the market of any changes of which it is aware to its shareholders’ interests in three percent or more of its issued share capital and changes thereto (of any movements through a percentage point upwards or downwards). Shareholders approved on 7 July 2021 a resolution, effective as of August 10, 2021, to change the Company’s constitution to require that Shareholders holding interests in three percent or more of the Company’s Common Shares inform the Company thereof and to inform the Company of relevant subsequent changes thereto.
The Company has 165,718,160 Common Shares of no par value in issue. There are no shares held in treasury. There are no restrictions on the transfer of shares in Southern Energy.
The Percentage of securities not in public hands is 14.7%.
In accordance with the Company’s constitution, save for where there may be legal exemption shareholders are required to disclose to the Company any interests in its common shares over 3% of the Company’s voting rights from time to time.
FURTHER INFORMATION
| Investor | Shares held | % Ownership | Venture Equity Bulgaria EAD | 15,576,734 | 9.40% |
| Premier Milton Group pic | 11,003,967 | 6.64% |
| DSS Holdings Inc. | 10,001,000 | 6.03% |
| Alberta Investment Management Corporation | 9,354,481 | 5.64% |
| Canaccord Genuity Group Inc. | 5,532,110 | 3.34% |
Rule 17 of the AIM Rules
Rule 17 of the AIM Rules requires, inter alia, that an AIM quoted company must notify the market of any changes of which it is aware to its shareholders’ interests in three percent or more of its issued share capital and changes thereto (of any movements through a percentage point upwards or downwards). Shareholders approved on 7 July 2021 a resolution, effective as of August 10, 2021, to change the Company’s constitution to require that Shareholders holding interests in three percent or more of the Company’s Common Shares inform the Company thereof and to inform the Company of relevant subsequent changes thereto.
The Company is not subject to takeover regulation in the UK and the City Code will not apply to the Company. However, Canadian laws applicable to the Company provide for early warning disclosure requirements and for takeover bid rules for bids made to security holders in various jurisdictions in Canada.
In Canada, securities laws are a matter of provincial/territorial jurisdiction and, as a result, bids are governed by applicable corporate and securities legislation in each province or territory. Accordingly, the Company is subject to the requirements of the Canada Business Corporations Act and applicable provincial and territorial securities legislation governing takeover bids.
In Canada, securities laws are a matter of provincial/territorial jurisdiction and, as a result, bids are governed by applicable corporate and securities legislation in each province or territory. Accordingly, the Company is subject to the requirements of the Canada Business Corporations Act and applicable provincial and territorial securities legislation governing takeover bids.