TIDMSOU
RNS Number : 4660V
Sound Energy PLC
14 April 2021
14 April 2021
Sound Energy plc
("Sound Energy" or the "Company")
Successful Completion of Bond Restructuring
Sound Energy, the Moroccan focused upstream gas company , is
delighted to announce that at the meeting of the holders of the
Company's Luxembourg listed EUR 28.8m 5.0% senior secured notes due
2021 (the "Notes") held earlier today (the "Noteholder Meeting") to
consider the Company's proposal for the restructuring of the Notes
(the "Proposal"), the Proposal was duly approved by the requisite
authority.
At the Noteholder Meeting, Quorum was reached with voting
instructions representing EUR 22.4m of the Notes lodged by holders
of the Notes ("Noteholders") with 96.88% of votes cast in favour of
the Proposals.
As a result of the Noteholders' approval of the Proposal:
-- The maturity date of the Notes will be extended by six years
from 21 June 2021 to 21 December 2027;
-- The outstanding principal amount of the Notes will be
partially amortised, at a rate of 5% every six months, commencing
on 21 December 2023;
-- EUR 3 ,479,999 of the Notes will be converted, pro rata
across Noteholders, into a total of 141,176,448 new ordinary shares
in the Company (the "New Ordinary Shares"), issued at a conversion
price of 2.125 pence per new ordinary share. 50% of the New
Ordinary Shares to be subject to three month lock-in and 50%
subject to a six month lock-in both with effect from date of
admission;
-- The Notes shall bear until maturity 2% cash interest 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 (in place of 5% cash interest per
annum);
-- In addition to the Company's existing redemption rights, the
Company will have 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; and
-- The Company will 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.
Details of the Proposal were set out in the Consent Solicitation
Memorandum issued on 30 March 2021, which remains available on the
Company's website at www.soundenergyplc.com .
With the Proposal approved by Noteholders, the Company will
issue the 141,176,448 New Ordinary Shares in the Company
(representing c.10.64% of the Company's current issued ordinary
share capital) to Noteholders on a pro rata basis, as detailed
above.
Application has been made for the 141,176,448 New Ordinary
Shares to be admitted to trading on AIM ("Admission") and it is
expected that Admission will occur at 8.00 a.m. on 20 April 2021.
Following Admission, the Company's issued ordinary share capital
will comprise 1,467,420,837 Ordinary Shares, none of which are held
in treasury.
Therefore, following Admission of the New Ordinary Shares, the
total number of Ordinary Shares with voting rights in the Company
will be 1,467,420,837 which may be used by Shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Company under the Financial Conduct Authority's
Disclosure Guidance and Transparency Rules.
The Company is progressing the Final Investment Decision
contract and approval processes for its Micro LNG phase 1
development with all relevant stakeholders. This will lead to a
'notice to proceed' and construction to start in due course. The
Company confirms that, after restructuring of the Notes, it has
sufficient cash resources through to August 2021 to undertake these
activities.
Graham Lyon, Sound Energy's Executive Chairman, commented:
"I am pleased that Sound Energy has now successfully completed
the restructuring of its loan note obligations. This new
arrangement removes one of the constraints in progressing the
development of the Tendrara TE-5 horst development. I would like to
thank the Noteholders for working closely with Sound Energy to
develop a solution that benefits all stakeholders. The Company is
now well into the contracting and approval processes which will
consequently deliver the phase 1 Micro LNG 'notice to
proceed'."
For further information please contact:
Vigo Communications - PR Adviser Tel: +44 (0)20 7390 0230
Patrick d'Ancona
Chris McMahon
Sound Energy chairman@soundenergyplc.com
Graham Lyon, Executive Chairman
Cenkos Securities - Nominated Adviser
Ben Jeynes Tel: +44 (0)20 7397 8900
Russell Cook
SP Angel Corporate Finance LLP Tel: +44 (0)20 3470 0470
Richard Hail
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Abuse Regulations (EU) No. 596/2014 as amended by the Market Abuse
(Amendment) (EU Exit) Regulations 2019/310. Upon the publication of
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