30 March 2021
Sound Energy plc
("Sound Energy" or the "Company")
Publication of Bond Restructuring Proposals
Sound Energy, the Moroccan focused upstream gas company, announces that it has today published a Consent Solicitation Memorandum containing details of its proposal (the "Proposal") in respect of a restructuring of the Company's Luxembourg listed EUR 28.8m 5.0% senior secured notes due 2021 (the "Notes") and that a meeting of the holders of the Notes (the "Noteholders") has been convened to consider the Proposal for 10:00 a.m. on Wednesday 14 April 2021 (the "Noteholder Meeting").
Pursuant to the Proposal, the Company is seeking the consent of the Noteholders to:
· Amend the maturity date of the Notes from 21 June 2021 to 21 December 2027;
· Partially amortize the outstanding principal amount of the Notes, at a rate of 5% every six months, commencing on 21 December 2023;
· Convert of EUR 3,479,999 of the Notes, pro rata across Noteholders, into a total of 141,176,448 new ordinary shares in the Company, issued at a conversion price of 2.125 pence per new ordinary share, half of these conversion shares to be subject to three month lock-in and half to a six month lock-in;
· Amend the interest rate payment structure that the Notes shall bear until maturity from 5% per annum to 2% cash paid per annum (the "Cash Interest") and 3% deferred interest per annum to be paid at redemption (the "Deferred Interest") for the period commencing on 21 June 2021; and
· In addition to the Company's existing redemption rights, provide the Company with the right, at any time until 21 December 2024, to redeem the Notes in full for 70% of the principal value then outstanding together with any Cash Interest accrued and 100% of the Deferred Interest then accrued at the date of redemption.
As part of the Proposal, the Company is also proposing to issue to the Noteholders 99,999,936 warrants to subscribe for new ordinary shares in the Company at an exercise price of 2.75 pence per ordinary share (the "Warrants"). The Warrants will be exercisable from the date of issuance until 21 December 2027. The Warrants will be listed and admitted for trading on the Luxembourg Stock Exchange.
A copy of the Consent Solicitation Memorandum today sent to Noteholders is available on the Company's website at www.soundenergyplc.com.
For further information please contact:
Vigo Communications - PR Adviser
Tel: 44 (0)20 7390 0230
Graham Lyon, Executive Chairman
Cenkos Securities - Nominated Adviser
Tel: 44 (0)20 7397 8900
Tel: 44 (0)20 3470 0470
The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019/310. Upon the publication of this announcement, this inside information is now considered to be in the public domain.