Sound Energy Regulatory News (SOU)

24 November 2016

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY DARWIN STRATEGIC LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY. PRIMARYBID LTD IS AN APPOINTED REPRESENTATIVE OF DARWIN STRATEGIC LIMITED.

Sound Energy plc

("Sound Energy" or the "Company")

Institutionally Underwritten Offers to Raise £24.1 million at Market via PrimaryBid

Sound Energy, the European and African focused upstream gas company, is pleased to announce fully-underwritten offers to raise £24.1 million (before expenses) by the issue and allotment by the Company of 29,798,887 new ordinary shares of 1p each in the Company ("New Ordinary Shares") at an offer price of 81 pence per New Ordinary Share, being approximately yesterday's closing mid price per Sound Energy ordinary share (the "Offer Price"). In addition, the Company is pleased to provide private and other investors with an opportunity to participate in this issue by applying exclusively through the PrimaryBid.com platform.

Highlights

· Offers at 81 pence per new Ordinary Share (approximately the closing mid price per Ordinary Share on 23 November 2016) to raise an aggregate of £24.1 million (the "Offers")

· The two Offers, which are described below, are fully underwritten by two UK based, financial institutions

· Net proceeds of the Offers will be applied towards development activity on the Company's Tendrara licence, onshore Morocco

· The Company highly values its private investor base and is therefore opening this opportunity to individual and institutional investors exclusively on PrimaryBid.com before 5:00 p.m. on 24 November 2016. PrimaryBid Limited is acting as sole arranger for the Offers

· Subscriptions under the Offers will be considered by the Company on a "first come, first served" basis

For further information on PrimaryBid.com or the procedure for applications under the Offers, visit www.PrimaryBid.com or call PrimaryBid.com on +44 (0)20 7491 6519.

James Parsons, CEO of Sound Energy, commented:

"Following the resounding success to date of our first strategic play in Morocco, I am pleased to confirm an institutionally backed equity raise at market price through a platform which enables private investors to participate. Sound Energy values its private investor base and has chosen this structure to enable the introduction of institutions to the register whilst also re-affirming our commitment to treat private investors fairly.

The proceeds of this fundraise will materially fund our forthcoming development at Tendrara and provide us with a commercially advantaged position across multiple negotiations."

Introduction

The Company today announces underwritten Offers to raise a total of £24.1 million (before expenses) through the issue and allotment by the Company of an aggregate of 29,798,887 New Ordinary Shares at the Offer Price of 81 pence per New Ordinary Share.

The Company highly values its private investor base. Given the longstanding support of shareholders, including a large number of private shareholders, the Company believes that it is appropriate to provide private and other investors with an opportunity to participate in this issue of New Ordinary Shares. The Company is therefore making the Offers exclusively through PrimaryBid.com.

Private and other investors may participate in the Offers of New Ordinary Shares on a on a first come, first served basis.

The Offers

Details of the Offers

The Company is raising a total of £24.1 million, before expenses. A total of 29,798,887 New Ordinary Shares are available pursuant to the Offers at the Offer Price, payable in full on acceptance.

The Offers are fully underwritten and are made available to individual and institutional investors on the following basis.

Both Offers are on the same economic terms and are offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules. As such there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority.

(a) The First Offer - Individual investors investing less than €100,000

An offer of up to 5,239,211 New Ordinary Shares at the Offer Price to raise up to £4.2 million (being the Sterling equivalent of less than €5 million)(the "First Offer"), with a minimum subscription of £1,000 per investor and open to shareholders and other investors subscribing via PrimaryBid.com. This allocation will be filled on a "first come first served" basis.

(b) The Second Offer - Other investors (the "Second Offer")

The Second Offer is available to institutional investors who qualify as "eligible counterparties", individual investors who are classified as "professional investors" (together Qualified Investors) and to any investor investing €100,000 or greater, whose applications will automatically be allocated to the Second Offer.

The maximum investment amount for any investor is £150,000. Any investment request over £150,000 will first require the Company's consent.

The Company may, at its sole discretion (within the Company's existing non pre-emptive permissions), elect to increase the total number of New Ordinary Shares issued under the Second Offer.

For further details please refer to the PrimaryBid.com website at www.PrimaryBid.com.

The terms and conditions on which the Offers are made, including the procedure for application and payment for Offer Shares, are available to persons who register with PrimaryBid.com. The Offers are made on a first come, first served basis and scale back of subscriptions (where necessary) will be made at the discretion of PrimaryBid in consultation with the Company.

The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing ordinary shares.

Application has been made to the London Stock Exchange plc for the admission of the New Ordinary Shares to trading on AIM ("Admission"). It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 29 November 2016 - at which time it is also expected that the New Ordinary Shares will be enabled for settlement in CREST.

The Offers are not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for New Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for New Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the New ordinary Shares if they are in any doubt. 

Use of net proceeds

The gross proceeds of the Offers will be £24.1 million and it is proposed that such proceeds shall be used as follows:

· for development capital for the Tendrara development, onshore Morocco; and

· for general working capital purposes.

Effect of the Offers

Upon Admission, the New Ordinary Shares will represent approximately 4.91 per cent. of the Company's enlarged issued ordinary share capital.

Expected Timetable of Principal Events

Definitions