20 May 2015
Sound Oil plc
("Sound Oil" or the "Company")
Issue of Equity
Sound Oil, the Mediterranean focused upstream oil and gas company, is pleased to announce the issue of shares and warrants in respect of the first tranche of the £12 million placing first announced by the Company on 28 April 2015 (the "Placing").
Following receipt of £9.12 million of cash, Sound Oil has issued 48,000,000 ordinary shares of 1p each in the Company (the "New Ordinary Shares") and is also issuing 48,000,000 detachable/transferable warrants to subscribe for new Ordinary shares at a price of 24 pence per Ordinary Share for a period of 5 years from 22 May 2015 ("Warrants") to placees under the Placing.
It is expected that the Warrants will be listed on the Vienna Stock Exchange and should therefore be freely tradeable.
The issue of the New Ordinary Shares and Warrants represents the first of two tranches of Ordinary Shares and Warrants under the Placing. The remaining tranche, totaling a further £2.88 million, is subject to, inter alia, shareholder approval and is expected to complete during June 2015.
Application has been made for the 48,000,000 New Ordinary Shares to be admitted to trading on AIM and it is expected that dealings will commence on 22 May 2015. Following the issue of the New Ordinary Shares, the Company will have 467,207,065 Ordinary Shares in issue and there are no shares held in treasury. This is the total number of voting rights in the Company and may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or change to their interest in, the Company under the Disclosure Rules and the Transparency Rules.
Metano Capital SA ("Metano"), a wholly owned subsidiary of Continental Investment Partners SA ("Continental"), has been issued with 3,865,525 New Ordinary Shares and 7,947,369 Warrants under the first tranche of the Placing.
In addition, Greenberry S.A., an affiliate of Continental by virtue of its common ownership, has been issued with 1,052,632 New Ordinary Shares and 21,621,053 Warrants in connection with the first tranche of the Placing.
Marco Fumagalli, a director of the Company, is Managing Partner of, and a 25% shareholder in, Continental.
Following the issue of the New Ordinary Shares, Continental and affiliates of Continental will be directly and indirectly interested in 73,111,907 Ordinary Shares. This holding represents 15.65 per cent. of the Company's issued share capital, as enlarged by the issue of the New Ordinary Shares. Continental and its affiliates are contractually precluded from exercising any Warrants that they hold to the extent that any such exercise would see their ownership (together with that of their related parties or concert parties) exceeding 29.9% of the issued share capital of the Company.
As notified in prior announcements by the Company, Continental has, together with its affiliates, previously been issued with a total of 67,307,692 warrants to subscribe for new ordinary shares in the Company. The Company was notified on 14 May 2015 that, following the transactions detailed below (each for nil consideration as part of Continental's transfer, at par value, of its interest in the Company's 8% loan notes - the issue of which was announced on 25 April 2014 and 29 July 2014), the interests of Continental and Continental's affiliates in warrants to subscribe for new ordinary shares in the Company are now limited to their interests in the 29,568,422 Warrants being issued under the Placing.
Date of transaction
Number of warrants disposed of
For further information please contact:
Vigo Communications - PR Adviser
Tel: 44 (0)20 7016 9573
James Parsons, Chief Executive Officer
Smith & Williamson - Nominated Adviser
Tel: 44 (0)20 7131 4000
Peel Hunt - Broker
Tel: 44 (0)20 7418 8900