TIDMSOU
RNS Number : 1716O
Sound Energy PLC
08 June 2022
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulation ("MAR") (EU) No. 596/2014, as incorporated into UK law
by the European Union (Withdrawal) Act 2018. Upon the publication
of this announcement, this inside information is now considered to
be in the public domain.
8 June 2022
Sound Energy plc
("Sound Energy" or the "Company")
Fundraise to raise GBP4 million
Sound Energy, the transition energy company, is pleased to
announce that it has conditionally raised GBP4 million (before
expenses) by way of a placing and subscription (together, the
"Fundraise") of a total of 200,000,000 new ordinary shares of 1
pence each (each a "Fundraise Share" and together the "Fundraise
Shares") in the Company at a price of 2.0 pence per share (the
"Issue Price").
Highlights of the Fundraising
-- Total of GBP4 million raised at 2.0 pence per share to
progress a number of key value creating projects, principally the
pre-development work on the Tendrara Phase 2 pipeline to FID,
corporate new ventures activities and corporate G&A
o GBP2.88 million raised via a placing with institutional and
other investors through the issue of 144,225,000 Fundraise Shares
(the "Placing")
o GBP1.12 million raised via a direct subscription with the
Company through the issue of 55,775,000 Fundraise Shares (the
"Subscription")
-- Sound Energy directors participated in the Subscription,
subscribing for an aggregate of GBP60,000 of Fundraise Shares (the
"Director Participation")
-- The Fundraise Shares have been placed with/subscribed for by
institutional and other investors and included participation by
Sound Energy's existing shareholder, Afriquia Gaz S.A.
In respect of the Fundraise, SP Angel Corporate Finance LLP ("SP
Angel") acted as broker and bookrunner to the Company and Gneiss
Energy Limited ("Gneiss") acted as financial adviser and placing
agent to the Company.
Graham Lyon, Sound Energy's Executive Chairman, commented:
" Today's Fundraise provides Sound Energy with a stronger
financial base in order to progress our activities to deliver
planned business growth, including enabling pre-development work up
to a final investment decision on our Phase 2 gas pipeline
development, and complements the project financing that we have
secured for our Phase 1 micro LNG development."
Director participation in the Fundraising
Director Participation in the Fundraise is outlined in the table
below.
Director Position Fundraise Shareholding Percentage
Shares being following of enlarged
subscribed Admission share capital
for following
Admission
Executive
Graham Lyon Chairman 1,000,000 2,066,962 0.11%
-------------------- -------------- ------------- ---------------
Christian Senior Independent
Bukovics Director 500,000 500,000 0.02%
-------------------- -------------- ------------- ---------------
Independent
David Blewden Director 500,000 1,676,471 0.09%
-------------------- -------------- ------------- ---------------
Non-Executive
Marco Fumagalli Director 1,000,000 5,693,877 0.30%
-------------------- -------------- ------------- ---------------
Each of the above directors are deemed to be related parties of
Sound Energy under the AIM Rules for Companies (the "AIM Rules")
and the directors' participation in the Fundraise constitutes a
related party transaction for the purposes of Rule 13 of the AIM
Rules (the "Related Party Transaction"). The independent director
of Sound Energy, being Mohammed Seghiri, considers, having
consulted with the Company's nominated adviser, that the terms of
the Related Party Transaction are fair and reasonable insofar as
the Company's shareholders are concerned.
The net proceeds of the Fundraise will, together with the
Company's unaudited existing cash balances of approximately GBP1.0
million as at 1 May 2022, be applied towards Phase 2 Tendrara
Production Concession pre-development work up to FID, preliminary
Anoual exploration pre-drill activities, and provide the Company
with additional working capital for corporate and debt servicing
purposes.
In the Board's opinion the net proceeds of the Fundraise will,
alongside existing cash resources and existing Phase 1 Tendrara
Production Concession funding arrangements, be sufficient to
continue to advance the Company's projects and meet the Company's
present working capital obligations through to April 2023.
Broker Warrants
In connection with the Placing, Sound Energy has agreed to issue
broker warrants over a total of 7,056,875 Ordinary Shares to SP
Angel and Gneiss exercisable at 2.75 pence per Ordinary Share for a
period of three years from Admission of the Fundraise Shares to
trading on AIM.
Information on the Fundraising
The Fundraising is conditional, inter alia, upon:
-- the Placing Agreement becoming unconditional in all respects
(save for Admission) and not having been terminated in accordance
with its terms;
-- the Subscription Agreements becoming unconditional in all respects (save for Admission); and
-- Admission becoming effective on or before 8.00 a.m. on 13
June 2022 (or such later date and/or time as the Company, SP Angel
and Gneiss may agree, being no later than 8.00 a.m. on 27 June
2022).
The Fundraise Shares represent, in aggregate, approximately
12.15% per cent. of the existing ordinary share capital of the
Company and will represent approximately 10.83% per cent. of the
enlarged share capital of the Company upon admission of the
Fundraise Shares to trading on the AIM market of the London Stock
Exchange ("Admission").
Market soundings (as defined in MAR) were taken in connection
with the Fundraising as a result of which certain persons became
aware of inside information (as defined in MAR), as permitted by
MAR. This inside information is set out in this announcement.
Therefore, those persons that received such inside information in a
market sounding are no longer in possession of such inside
information relating to the Company and its securities.
The person responsible for arranging this announcement on behalf
of the Company is Graham Lyon.
Admission and Total Voting Rights
Application has been made for Admission and it is expected that
Admission will occur on or around 13 June 2022. The Fundraise
Shares will rank pari passu with the existing ordinary shares of 1
pence each in the capital of the Company.
Following the issue of the Fundraise Shares, the total issued
share capital of the Company will consist of 1,845,278,630 Ordinary
Shares. The Company does not hold any Ordinary Shares in treasury.
Therefore, the total number of voting rights in the Company is
1,845,278,630 and this figure may be used by shareholders in the
Company as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change in their interest in, the share capital of the Company under
the FCA's Disclosure and Transparency Rules.
Details of the person discharging managerial responsibilities
1 / person closely associated
a) Name 1. Graham Lyon
2. Christian Bukovics
3. David Blewden
4. Marco Fumagalli
--------------------------------------- -------------------------------------
Reason for the notification
2
------------------------------------------------------------------------------
a) Position/status 1. PDMR (Executive Chairman)
2. PDMR (Non-Executive Officer)
3. PDMR (Non-Executive Officer)
4. PDMR ((Non-Executive Officer)
--------------------------------------- -------------------------------------
b) Initial notification/Amendment Initial Notification
--------------------------------------- -------------------------------------
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------------------
a) Name Sound Energy plc
----------------------------------------- ------------------------------------------
b) LEI 213800VQKS2TU6FOW115
----------------------------------------- ------------------------------------------
Details of the transaction(s): section to be repeated
4 for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-------------------------------------------------------------------------------------
a) Description of the financial Ordinary shares of GBP1p each
instrument, type of instrument
----------------------------------------- ------------------------------------------
Identification code GB00B90XFF12
----------------------------------------- ------------------------------------------
b) Nature of the transaction Purchase of ordinary shares
----------------------------------------- ------------------------------------------
c) Price(s) and volumes(s) Price(s) Volume(s)
----------------------------------------- ------------------- ---------------------
1. GBP0.02p 1,000,000
2. GBP0.02p 500,000
3. GBP0.02p 500,000
4. GBP0.02p 1,000,000
------------------- ---------------------
d) Aggregated information N/A
----------------------------------------- ------------------------------------------
Aggregated volume N/A
----------------------------------------- -----------------------------------------------
Price GBP0.02
----------------------------------------- -----------------------------------------------
e) Date of the transaction 1. 8 June 2022
2. 8 June 2022
3. 8 June 2022
4. 8 June 2022
----------------------------------------- ------------------------------------------
f) Place of the transaction Outside of a trading venue
----------------------------------------- ------------------------------------------
For further information please contact:
Vigo Communications - PR Adviser Tel: 44 (0)20 7390 0230
Patrick d'Ancona
Finlay Thomson
Sound Energy chairman@soundenergyplc.com
Graham Lyon, Executive Chairman
Cenkos Securities - Nominated Adviser Tel: 44 (0)20 7397 8900
Ben Jeynes
Peter Lynch
SP Angel Corporate Finance LLP - Tel: +44 (0)20 3470 0470
Broker and Bookrunner
Richard Hail / Stuart Gledhill / Adam
Cowl
Gneiss Energy Limited - Financial Tel: +44 (0)20 3983 9263
Adviser and Placing Agent
Jon Fitzpatrick / Paul Weidman / Doug
Rycroft
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END
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