3 July 2015
Sound Oil plc
("Sound Oil" or the "Company")
Completion of Placing and Director/PDMR Shareholding
Sound Oil, the Mediterranean focused upstream gas company, is pleased to announce the completion of the second tranche of the £12 million placing first announced by the Company on 28 April 2015 (the "Placing").
Issue of Equity and Warrants
Following receipt of subscriptions and £2.88 million of cash, Sound Oil announces that it will be issuing 15,157,895 ordinary shares of 1p each in the Company (the "New Ordinary Shares") at a price of 19 pence per New Ordinary Share and 15,157,895 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 the Company's intention that the Warrants will be listed on the Vienna Stock Exchange as soon as practicable and should, thereafter, be tradable in accordance with the rules of that exchange. The Company is finalising the process for effecting the listing of the Warrants on the third market of the Vienna Stock Exchange, and will provide a further update in due course.
The issue of the New Ordinary Shares and Warrants represents the second and final of the two tranches of Ordinary Shares and Warrants under the Placing.
Application will be made for the 15,157,895 New Ordinary Shares to be admitted to trading on AIM and it is expected that dealings will commence on 10 July 2015. Following the issue of the New Ordinary Shares, the Company will have 497,964,712 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 Transparency Rules.
Metano Capital SA ("Metano"), a wholly owned subsidiary of Continental Investment Partners SA ("Continental"), will be issued with 14,026,316 New Ordinary Shares and 657,895 Warrants under the second tranche of the Placing.
In addition, Greenberry S.A., an affiliate of Continental by virtue of its common ownership, will be issued with 526,316 New Ordinary Shares and 4,460,525 Warrants in connection with the second tranche of the Placing.
Marco Fumagalli, a director of the Company, is Managing Partner of, and a 25% shareholder in, Continental.
As announced by the Company on 28 April 2015, the new Ordinary Shares subscribed for by affiliates of Continental under the Placing were to be subsequently placed with various pre-identified investors who are unconnected to Continental.
The Company has been notified that on 3 July 2015, Metano, Greenberry and Continental each disposed of the following number of ordinary shares at a price of 19 pence per ordinary share and disposed of the following number of Warrants at nil value on that same day (the "Continental Placing").
Following the issue of the New Ordinary Shares and the Continental Placing, Continental and affiliates of Continental will be directly and indirectly interested in 65,467,162 Ordinary Shares. This holding represents 13.15 per cent. of the Company's issued share capital, as enlarged by the issue of the New Ordinary Shares.
In addition, Continental and Continental's affiliates will be interested in a total of 5,118,420 Warrants. 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.
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