7 March 2018
Sound Energy plc
("Sound Energy" or the "Company")
Update in relation to Divestment of Sound Italy and change to Repayment Record Date
Sound Energy, the Moroccan and European gas company, notes with regard to the Company's divestment of Sound Energy Holdings Italy Limited ("Sound Italy") to Saffron Energy plc ("Saffron Energy"), the announcement made by Saffron Energy earlier today, which contained a further update to the announcement made by Saffron Energy on 28 February 2018 and confirmed, inter alia, the publication of a Saffron Energy supplementary AIM admission document and the full subscription of a £13.4 million Saffron Energy equity fundraising.
The full text of the Saffron Energy announcement made today is available at:
Saffron Energy announced on 28 February that, for reasons described in that announcement, Saffron Energy had mutually agreed with Po Valley Energy to terminate the agreement under which Saffron Energy was to acquire Po Valley Operations Pty Ltd (the "PVE Transaction"). The sale and purchase implementation agreement for the divestment by the Company of Sound Italy to Saffron Energy (the "Share Purchase Implementation Agreement") is not conditional on the PVE Transaction.
It is now expected that the divestment of Sound Italy, which remains subject to certain conditions precedent (including the approval of the Saffron Energy shareholders at a Saffron general meeting to be held on 29 March 2018 and the completion of the £13.4 million Saffron Energy equity fundraising today announced by Saffron Energy as fully subscribed) will complete on or around 9 April 2018 (the "Completion Date"). In view of the change to the expected Completion Date, the Company has also decided to change the Repayment Record Date, as defined in the circular to Shareholders issued by Sound Energy on 23 January 2018 (the "Circular") from 26 March 2018 to 3 April 2018.
On the Completion Date:
· Saffron Energy's ordinary shares will be re-admitted to trading on AIM under its proposed new name of Coro Energy plc; and
· Sound Energy Shareholders on the register at 6:00pm on the new Repayment Record Date of 3 April 2018 will be issued with an aggregate of 185,907,500 (subject to rounding of fractional entitlements) new ordinary shares in the share capital of Coro Energy plc (the "Coro Consideration Shares"), with such shares being issued to Sound Energy Shareholders (pro rata to their holdings in the Company on the Repayment Record Date, subject to rounding of fractional entitlements).
As a result of the fact that the PVE Transaction is no longer proceeding, the Coro Consideration Shares will, on the Completion Date, now represent approximately 25.9% of the enlarged issued share capital of Saffron Energy on the Completion Date (which will then trade under its new name, Coro Energy plc).
The Company's shareholders should also note that, pursuant to a consent solicitation to the holders of the Company's outstanding EUR 28.8 million 5.00 per cent. secured notes due 2021, Noteholders duly consented to the release of an existing security interest over the entire share capital of Sound Italy and its replacement with a security interest over the entire share capital of Sound Energy Morocco South Limited. That replacement security interest is now in place.
UPDATED EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Advertisement of proposed Reduction of Capital
5 March 2018
Final Court Hearing for the proposed Reduction of Capital
13 March 2018
Final advertisement of Reduction of Capital
14 March 2018
Repayment Record Date
6.00 p.m. on 3 April 2018*
Expected Completion of Divestment
(incl. re-admission of Coro Energy plc to AIM and
issuance of the Coro Consideration Shares)
8.00 a.m. on 9 April 2018*
*If the Record Date or the Completion Date are to change again then the Company will agree the new Completion Date with Saffron Energy in accordance with the terms of the Share Purchase Implementation Agreement and notify the new dates to Sound Energy Shareholders through a Regulatory Information Service and/or otherwise as appropriate.
Unless otherwise defined in this announcement, all defined terms used in this announcement shall have the meaning ascribed to them in the Circular.
This announcement is inside information for the purposes of Article 7 of Regulation 596/2014.
For further information please contact:
Vigo Communications - PR Adviser
Tel: 44 (0)20 7830 9700
James Parsons, Chief Executive Officer
Smith & Williamson - Nominated Adviser
Tel: 44 (0)20 7131 4000
RBC - Joint Broker
Tel: 44 (0)20 7653 4000
Macquarie Capital (Europe) Limited - Joint Broker
Tel: 44 (0)20 3037 2000