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AIM Rule 26 – Information

Business Description

  • Company description

    SDX Energy is an international exploration, production and development company, with a principal focus on North Africa. In Egypt, the Company has an interest in two production concessions: North West Gemsa and West Gharib, both located in the Eastern desert. Its portfolio also consists of South Ramadan, a development asset in the Gulf of Suez; South Disouq, an exploration asset in the Nile Delta. In Morocco it has one production concession Sebou and two exploration concessions Lalla Mimouna Nord & Sud.

    SDX Energy is listed on the TSX-v in Toronto and on AIM in London. The Company's head office is located in London, in addition there is a registered office in Calgary and operational offices in Cairo, Egypt and Rabat, Morocco.

Directors’ Biographies

Board Responsibilities

  • Board of Directors

    The Board retains overall accountability for the running of the Company and is accountable for making decisions that could have a material impact on the business. It discharges this responsibility through the executive management team, which is responsible for the day-to-day management of the operations of the Company.

    The Board gives strategic direction to the Company. The Board retains full and effective control over the Company and monitors executive management in implementing plans, policies, tactics, procedures and strategies. The ultimate responsibility for the Company rests with the Board. The Board retains effective control through a well-developed governance structure of Board subcommittees and suitable delegation of authority. There is a policy evidencing clear balance of power and authority to ensure that no one director has unfettered powers of decision making.

    The Board recognises that it is responsible for implementing practices of good governance and that companies no longer act independently from the societies and the environment in which they operate. The Board is committed to high standards of corporate governance in order to facilitate an environment in which the Company’s assets are safeguarded and the interests of all stakeholders and shareholders are protected.

    Audit Committee

    The Company has adopted a charter for the Audit Committee which establishes the Audit Committee’s purpose and responsibilities, establishment and composition, authority, duties and responsibilities. The Audit Committee is comprised of Mr David Richards (Chairman), Mr Paul Moase and Mr Barrie Wright. The Audit Committee’s overall goal is to ensure that the Company adopts and follows a policy of proper and timely disclosure of material financial information and reviews all material matters affecting the risks and financial position of the Company. The Audit Committee, inter alia, meets with the Company’s external auditor and its senior financial management to review the annual and interim financial statements of the Company, oversees the Company’s accounting and financial reporting processes, the Company’s internal accounting controls and the resolution of issues identified by the Company’s auditors.

    Compensation Committee

    The Company has adopted terms of reference for the Compensation Committee which establishes the Compensation Committee’s purpose and responsibilities, establishment and composition, authority, duties and responsibilities. The Compensation Committee is comprised of Mr David Richards (Chairman) and Mr Barrie Wright. It assumes general responsibility for assisting the Board in respect of compensation policies for the Company and to review and recommend compensation strategies for the Company and proposals relating to compensation for the Company’s officers, directors and consultants and to assess the performance of the officers of the Company in fulfilling their responsibilities and meeting corporate objectives. It has the responsibility for, inter alia, administering share and cash incentive plans and programmes for Directors and employees, including the Stock Option Plan, and for approving (or making recommendations to the Board on) share and cash awards for Directors and employees.

    Reserves Committee

    The Company has adopted a mandate for the Reserves Committee which establishes the Reserves Committee’s purpose and responsibilities, establishment and composition, authority, duties and responsibilities. The purpose of the Reserves Committee is to ensure the Company complies with the requirements contained in Canada’s National Instrument 51-101 – Standards of Disclosure for Oil and Gas and Activities. It assumes responsibility for the annual audit of the Company’s reserves, including the appointment of a qualified competent person. In addition, the Reserves Committee is responsible for properly overseeing the development, implementation and monitoring of the Company’s Health, Safety and Environment (“HS&E”) policies. Primary responsibility for the Company’s HS&E programme is vested with management. The Reserves Committee is comprised of Mr Barrie Wright (Chairman) and Mr David Mitchell.

    For more information


Incorporation Details

  • Details of incorporation: The company was incorporated and registered in Alberta, Canada (company no. 953285-4).

    The primary countries of operations are Egypt and Morocco.

Country of Domicile Rules

  • The company is incorporated under and governed by the Canada Business Corporations Act.

Articles of Association

Exchange Details

  • The Company’s shares trade on the Toronto Stock Exchange Venture Exchange (TSX-v) and the Alternative Investment Market (AIM) of the London Stock Exchange.

Issued Share Capital

  • 186,900,253

Percentage held by Insiders

  • 32.50%

Significant Shareholders

  • Ingalls and Snyder LLC 15.1%
    MEA Energy Investments Limited 14.4%
    Board 3.0%
    City Financial 5.0%
    Miton Asset Management 4.7%
    River and Mercantile
    JP Morgan
    BMO Global Asset Management
    Newlands Capital  2.5% 
    JCAM Investments
    Axa Framlington
    Toscafund Asset Management
    Henderson Global Investors
    Quiltor Cheviot  1.7%
    Sandbourne Asset Management  1.6% 
    Jub Capital
    Allianz Global Investors  1.3% 
    Coronation Fund Managers  1.0%

    Rule 17 of the AIM Rules requires, inter alia, that shareholders notify an AIM listed company once their holding is three per cent or more, and changes thereto (movements through a percentage point upwards or downwards).

    Last updated on January 31st, 2017.

Share Restrictions

  • None

Financial Reports

Press Releases

NOMAD Details

  • AIM Nominated Adviser (UK)

    Cantor Fitzgerald Europe
    1 Churchill Pl,
    United Kingdom

    Broker (UK)

    First Energy Capital  LLP
    85 London Wall
    EC2M 7AD


    Akin Gump, Strauss Hauer & Field – London
    Berwin Leighton Paisner LLP – London
    Blakes, Cassels & Graydon LLP – London
    Borden Ladner Gervais LLP – Calgary
    Baker McKenzie (Helmy, Hamza & Partners) – Cairo
    Gide Loyrette Nouel - Casablanca


    PricewaterhouseCoopers – London

    Financial PR

    Celicourt Communications Limited – London

Rule 26 Statement

  • The above information is disclosed in accordance with Rule 26 of the AIM Rules and was last updated on 31st January 2017.