TIDMSOU TIDMANGS
RNS Number : 7122H
Sound Energy PLC
08 April 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE
ON TAKEOVERS AND MERGERS.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
8 April 2022
Sound Energy plc
("Sound Energy" or the "Company")
Announcement Regarding the Possible Offer for Angus Energy
Plc
Further to its announcement on 18 January 2022 in relation to a
possible all-share offer for the entire issued and to be issued
share capital of Angus Energy Plc ("Angus"), Sound Energy confirms
it does not intend to make an offer under Rule 2.7 of the City Code
on Takeovers and Mergers (the "Code") to acquire Angus.
Following Sound Energy's customary and well-established due
diligence review process and after careful consideration, the
Company has concluded that it will not pursue an acquisition of
Angus as originally contemplated and outlined in its announcement
of 18 January 2022.
We would like to thank the Angus management team for their time
and consideration of this potential transaction.
The Company will maintain a disciplined framework while
continuing to evaluate a range of compelling strategic
opportunities.
Sound remains firmly focused on delivering the phased
development of its Tendrara Concession in Morocco, having issued
the Notice to Proceed for the Phase 1 micro LNG project per its
announcement on 16 February 2022 and continues to progress the
Phase 2 pipeline project per its announcement on 14 March 2022.
This is a statement to which Rule 2.8 of the Code applies.
For the purposes of Note 2 to Rule 2.8 of the Code, Sound Energy
reserves the right to make or participate in an offer or possible
offer for Angus (and/or take any other action which would otherwise
be restricted under Rule 2.8 of the Code) within 6 months of the
date of this announcement:
i.) with the agreement of the board of directors of Angus;
ii.) following the announcement of a firm intention to make an
offer for Angus by or on behalf of a third party;
iii.) following the announcement by Angus of a proposal for a
"whitewash" (as referred to in Note 1 of the Notes on Dispensations
from Rule 9 of the Code) or for a reverse takeover (as defined in
the Code); or
iv.) where the Panel on Takeovers and Mergers has determined
that there has been a material change of circumstances.
The Company also confirms that with effect from the date of this
announcement, G.P. (Jersey) Limited has been released from its
obligations under the irrevocable undertaking that it entered into
on 16 January 2022 in favour of the Company in relation to the
shares that it held in Angus.
The Company further confirms that with effect from the date of
this announcement, the letters of intent provided by each of
Sebastian Marr, Niall Roberts, Martin Lang, Jacqueline Lang and
Clive Roberts on 16 January 2022 in favour of the Company in
relation to shares that it held in Angus have fallen away.
For further information, please contact:
Sound Energy plc chairman@soundenergyplc.com
Graham Lyon, Executive Chairman
Gneiss Energy Limited - Financial Tel: +44 (0) 20 3983 9263
Adviser
Jon Fitzpatrick / Paul Weidman
Cenkos Securities Plc - Nominated Tel: +44 (0) 20 7397 8900
Adviser
Ben Jeynes / Peter Lynch
www.soundenergyplc.com
The information communicated in this announcement contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic
law by
virtue of the European Union (Withdrawal) Act 2018.
Pinsent Masons LLP are retained as legal advisers to Sound
Energy.
Further information
This announcement is not intended to, and does not, constitute,
represent or form part of any offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law or regulation and
therefore any person who comes into possession of this announcement
should inform themselves about, and comply with, such restrictions.
Any failure to comply with such restrictions may constitute a
violation of the securities laws or regulations of any such
relevant jurisdiction.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available, subject to certain
restrictions relating to persons resident in restricted
jurisdictions, on the Company's website www.soundenergyplc.com by
no later than noon (London time) on the business day following the
announcement.
For the avoidance of doubt, the content of the website referred
to above is not incorporated into and does not form part of this
announcement.
Other notices
Gneiss Energy Limited is an appointed representative of Talbot
Capital Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Sound Energy plc and no-one else in connection with the
possible transaction described in this announcement and accordingly
will not be responsible to anyone other than Sound Energy plc for
providing the protections afforded to clients of Gneiss Energy
Limited nor for providing advice in relation to the matters
described in this announcement.
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END
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