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Pin to quick picksSound Energy Regulatory News (SOU)

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Update re Sound Italy Divestment

7 Mar 2018 07:16

RNS Number : 9422G
Sound Energy PLC
07 March 2018
 

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:

 

http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/SRON/13557300.html 

 

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

Patrick d'Ancona

Chris McMahon

Kate Rogucheva

 

Tel: +44 (0)20 7830 9700

Sound Energy

James Parsons, Chief Executive Officer 

 

j.parsons@soundenergyplc.com

 

Smith & Williamson - Nominated Adviser

Azhic Basirov

David Jones

Ben Jeynes 

 

Tel: +44 (0)20 7131 4000

RBC - Joint Broker

Matthew Coakes

Martin Copeland

Laura White

Tel: +44 (0)20 7653 4000

 

Macquarie Capital (Europe) Limited - Joint Broker

Alex Reynolds

Nick Stamp

 

Tel: +44 (0)20 3037 2000

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
MSCUGUUGWUPRUMM
Date   Source Headline
7th Mar 20187:16 amRNSUpdate re Sound Italy Divestment
1st Mar 20183:00 pmRNSTotal Voting Rights
12th Feb 20187:00 amRNSSidi Moktar: Award of New Petroleum Agreement
8th Feb 201812:45 pmRNSResult of General Meeting
8th Feb 20187:00 amRNSEastern Morocco 2018 Work Programme
1st Feb 20185:36 pmRNSTotal Voting Rights
31st Jan 20187:00 amRNSAppointment of Joint Broker
24th Jan 20188:34 amRNSPosting of Circular and Notice of General Meeting
23rd Jan 20187:00 amRNSResources Certification and Directorate Change
22nd Jan 20187:00 amRNSDisposal of Italian Portfolio
2nd Jan 20183:30 pmRNSTotal Voting Rights
22nd Dec 20177:04 amRNSDirector Declaration
20th Dec 20177:00 amRNSTendrara Certification - Preliminary TE-5 Results
14th Dec 20177:00 amRNSEastern Morocco: 2D Seismic and MT Update
1st Dec 20173:01 pmRNSTotal Voting Rights
30th Nov 20177:00 amRNSExploration Volume Estimates for Sidi Moktar
20th Nov 20177:00 amRNSEastern Morocco: Aerial Gradiometry Results
1st Nov 20173:56 pmRNSTotal Voting Rights
5th Oct 20177:15 amRNSHeads of Terms: Disposal of Italian Interests
4th Oct 20177:00 amRNSEastern Morocco: Exploration Drilling Programme
2nd Oct 20173:09 pmRNSTotal Voting Rights
21st Sep 20174:55 pmRNSTotal Voting Rights
21st Sep 201712:48 pmRNSDirector/PDMR Shareholding and Issue of Equity
14th Sep 20177:00 amRNSHalf-year Report
12th Sep 20177:00 amRNSCompletion of OGIF Acquisition and Issue of Equity
5th Sep 20177:00 amRNSCFO Appointment
4th Sep 20172:54 pmRNSBlock Admission Interim Review and TVR
4th Sep 20177:00 amRNSEastern Morocco: Update re Development Funding
22nd Aug 20177:00 amRNSUpdate re Badile and Forthcoming Investor Event
3rd Aug 20177:00 amRNSEastern Morocco: Licence Award
1st Aug 20174:43 pmRNSIssue of Equity and Total Voting Rights
21st Jul 20177:00 amRNSEastern Morocco Update
19th Jul 20177:00 amRNSTendrara: TE-7 Pressure Build Up
7th Jul 20173:44 pmRNSDirector/PDMR Shareholding
6th Jul 201710:44 amRNSDirector/PDMR Shareholding
6th Jul 201710:43 amRNSDirector/PDMR Shareholding
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3rd Jul 20175:14 pmRNSTotal Voting Rights
3rd Jul 20177:00 amRNSBadile Update
21st Jun 20179:30 amRNSDirectorate Change
14th Jun 20177:00 amRNSUpdate re Badile
12th Jun 20177:00 amRNSOperational Update: Sidi Moktar and Badile
31st May 20175:15 pmRNSTotal Voting Rights
23rd May 201712:12 pmRNSResult of AGM
23rd May 20177:00 amRNSProposed Board Change
23rd May 20177:00 amRNSFinal TE-8 Results and Revised Estimates
17th May 20177:00 amRNSSidi Moktar: Rig Arrival and Work Programme
4th May 20177:00 amRNSBadile: Fourth Casing Point
2nd May 20173:00 pmRNSTotal Voting Rights
25th Apr 20177:00 amRNSMeridja : Schlumberger Investment

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