NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION
21 May 2015
Sound Oil plc
("Sound Oil" or the "Company")
Open Offer and Notice of General Meeting
Sound Oil, the European / Mediterranean focused upstream oil and gas company, announces that it will shortly be posting a circular to shareholders containing details of the open offer first announced by the Company on 18 May 2015 (the "Circular") and including a notice convening a general meeting of the Company at 12 noon on 8 June 2015 at the offices of Smith & Williamson at 25 Moorgate, London, EC2R 6AY.
Capitalised terms in this announcement have the meanings given to them in the Circular, a copy of which will shortly be available from the Company's website at www.soundoil.co.uk.
The Open Offer is being made to Eligible Shareholders on the register as at the Record Date of up to 18,226,394 Open Offer Shares at an Issue Price of 19.0 pence per Open Offer Share to raise up to £3.46 million.
Each Open Offer Share will be accompanied by a detachable Open Offer Warrant to subscribe for a new Ordinary Share at a price of 24.0 pence per new Ordinary Share for a period of 5 years from 22 May 2015.
Eligible Shareholders will be able to subscribe for Open Offer Shares on the basis of:
1 Open Offer Share for every 23 Existing Ordinary Shares held at the Record Date
The Issue Price of 19.0 pence per Open Offer Share represents a discount of 15.6% to the closing mid-market price of the Company's ordinary shares on 20 May 2015, being the last practicable date before this announcement.
Shareholders subscribing for their full Open Offer Entitlement under the Open Offer may also request additional Open Offer Shares through the Excess Application Facility (further details of which are set out in the Circular).
The expected timetable of principal Open Offer events, as first announced by the Company on 18 May 2015, is as set out below.
Record Date for Open Offer
5.00 p.m. on 15 May 2015
Existing Ordinary Shares marked 'ex' by London Stock Exchange
8.00 a.m. on 18 May 2015
Posting of the Circular, Application Forms, notice of General Meeting and Forms of Proxy
21 May 2015
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts in CREST of Eligible CREST shareholders
8.00 a.m. on 22 May 2015
Recommended latest time for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST
4.30 p.m. on 2 June 2015
Latest time for depositing Open Offer Entitlements and Excess Open Offer Entitlements into CREST
3.00 p.m. on 3 June 2015
Latest time for splitting of Application Forms (to satisfy bona fide market claims only)
3.00 p.m. on 4 June 2015
Latest time and date for receipt of Forms of Proxy
12 noon on 5 June 2015
Latest time and date for receipt of Application Form and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate)
11.00 a.m. on 8 June 2015
12 noon on 8 June 2015
Expected date of announcement of results of the Open Offer through a Regulatory Information Service
9 June 2015
Expected time and date for Admission and commencement in dealings in the Open Offer Shares on AIM
8.00 a.m. on 10 June 2015
Expected date for crediting of the Open Offer Shares and Open Offer Warrants in uncertificated form to CREST accounts
10 June 2015
Expected date of dispatch of definitive share certificates for the Open Offer Shares and the Open Offer Warrants
17 June 2015
(1) References to times in this announcement are to London time
(2) The dates and timing of the events in the above timetable may be subject to change at the absolute discretion of the Company. If any of the above times or dates should change, the details of the revised times and/or dates will be notified to AIM and, where appropriate, to shareholders.
The Open Offer is conditional upon:
- the passing of the Resolutions (refer to the section titled "General Meeting" below); and
- the Admission of the Open Offer Shares becoming effective by not later than 8.00 a.m. on 10 June 2015 (or such later time as the Company may in its absolute discretion determine, being no later than 30 June 2015).
The General Meeting is to be held at 12 noon on 8 June 2015 at the offices of Smith & Williamson at 25 Moorgate, London, EC2R 6AY. The Resolutions to be proposed at the General Meeting will be:
(1) an ordinary resolution to grant authority to the Directors to allot equity securities pursuant to section 551 of the Companies Act 2006 (the ''Act'') up to an aggregate nominal value of £1,267,001. This authority will expire (unless renewed, varied or revoked) at the conclusion of the Company's next Annual General Meeting; and
(2) a special resolution to disapply the statutory pre-emption rights contained in section 561(1) of the Act in respect of any allotments made pursuant to the authority set out in Resolution 1.
The full text of the Resolutions is set out in the notice of General Meeting which is appended to the Circular.
Passage of the Resolutions will enable the issue of the Second Tranche Placing Shares, the issue and exercise of the Second Tranche Placing Warrants, the issue of the Open Offer Shares, the issue and exercise of the Open Offer Warrants and, in addition, enable the issue of up to a further 59,931,501 Ordinary Shares free of pre-emption rights.
Resolution 1 will be proposed as an ordinary resolution while Resolution 2 will be proposed as a special resolution.
Recommendation and voting intentions
The Open Offer is intended to provide Eligible Shareholders with the opportunity to subscribe for additional Ordinary Shares at the same price per Ordinary Share as was available to Placees under the Placing, thereby minimising the dilutionary effect of the Placing on Eligible Shareholders.
The Directors believe that the Open Offer, the issue of the Second Tranche Placing Shares and Second Tranche Placing Warrants and the passing of the Resolutions are in the best interests of the Company and its Shareholders as a whole. The Directors, other than Marco Fumagalli, who is Managing Partner and a 25 per cent. shareholder of Continental and is therefore not considered independent, recommend that Shareholders vote in favour of the Resolutions.
The Directors and Continental (together with its affiliates) intend to vote in favour of all of the Resolutions in respect of their own interests which, in aggregate, total 86,499,393 Existing Ordinary Shares, representing 18.51 per cent. of the Existing Ordinary Shares.
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
This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities in any jurisdiction pursuant to the Open Offer or otherwise. The Open Offer will be made solely pursuant to the terms of the Circular, which will contain the full terms and conditions of the Open Offer. Any decision in respect of, or other response to, the Open Offer should be made only on the basis of the information contained in the Circular. This announcement does not constitute a prospectus or a prospectus equivalent document.
The availability of the Open Offer, and the release, publication or distribution of this announcement, in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions. In particular, the Open Offer will not be made directly or indirectly in any Restricted Jurisdiction. Therefore persons into whose possession this announcement comes should inform themselves about and observe any applicable restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. To the fullest extent permitted by applicable law, the Company disclaims any responsibility or liability for the violation of such restrictions by any person. The Open Offer is not being, and will not be made, directly or indirectly, in or into or from, whether by the use of mails or any means of instrumentality (including, without limitation telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any Restricted Jurisdiction and the Open Offer should not be applied for by any such use, means, instrumentality or facility from or within any Restricted Jurisdiction. Accordingly, copies of this announcement and any documentation relating to the Open Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from whether by the use of mails or any means of instrumentality (including, without limitation telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any Restricted Jurisdiction. Persons receiving this announcement (including without limitation custodians, nominees and trustees) must not forward, mail or otherwise distribute or send it in, into or from any Restricted Jurisdiction, as doing so may invalidate any purported application under the Open Offer. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or any documentation relating to the Open Offer and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction.