TIDMSOU
RNS Number : 9415N
Sound Oil PLC
21 May 2015
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
SECURITIES LAWS OF SUCH JURISDICTION
21 May 2015
Sound Oil plc
("Sound Oil" or the "Company")
Open Offer and Notice of General Meeting
Sound Oil, the European / Mediterranean focused upstream oil and
gas company, announces that it will shortly be posting a circular
to shareholders containing details of the open offer first
announced by the Company on 18 May 2015 (the "Circular") and
including a notice convening a general meeting of the Company at 12
noon on 8 June 2015 at the offices of Smith & Williamson at 25
Moorgate, London, EC2R 6AY.
Capitalised terms in this announcement have the meanings given
to them in the Circular, a copy of which will shortly be available
from the Company's website at www.soundoil.co.uk.
Open Offer
The Open Offer is being made to Eligible Shareholders on the
register as at the Record Date of up to 18,226,394 Open Offer
Shares at an Issue Price of 19.0 pence per Open Offer Share to
raise up to GBP3.46 million.
Each Open Offer Share will be accompanied by a detachable Open
Offer Warrant to subscribe for a new Ordinary Share at a price of
24.0 pence per new Ordinary Share for a period of 5 years from 22
May 2015.
Eligible Shareholders will be able to subscribe for Open Offer
Shares on the basis of:
1 Open Offer Share for every 23 Existing Ordinary Shares held at
the Record Date
The Issue Price of 19.0 pence per Open Offer Share represents a
discount of 15.6% to the closing mid-market price of the Company's
ordinary shares on 20 May 2015, being the last practicable date
before this announcement.
Shareholders subscribing for their full Open Offer Entitlement
under the Open Offer may also request additional Open Offer Shares
through the Excess Application Facility (further details of which
are set out in the Circular).
The expected timetable of principal Open Offer events, as first
announced by the Company on 18 May 2015, is as set out below.
Record Date for Open Offer 5.00 p.m. on 15 May
2015
------------------------------------------------- ---------------------
Existing Ordinary Shares marked 'ex' 8.00 a.m. on 18 May
by London Stock Exchange 2015
------------------------------------------------- ---------------------
Posting of the Circular, Application 21 May 2015
Forms, notice of General Meeting and
Forms of Proxy
------------------------------------------------- ---------------------
Open Offer Entitlements and Excess CREST 8.00 a.m. on 22 May
Open Offer Entitlements credited to 2015
stock accounts in CREST of Eligible
CREST shareholders
------------------------------------------------- ---------------------
Recommended latest time for requesting 4.30 p.m. on 2 June
withdrawal of Open Offer Entitlements 2015
and Excess CREST Open Offer Entitlements
from CREST
------------------------------------------------- ---------------------
Latest time for depositing Open Offer 3.00 p.m. on 3 June
Entitlements and Excess Open Offer Entitlements 2015
into CREST
------------------------------------------------- ---------------------
Latest time for splitting of Application 3.00 p.m. on 4 June
Forms (to satisfy bona fide market claims 2015
only)
------------------------------------------------- ---------------------
Latest time and date for receipt of 12 noon on 5 June
Forms of Proxy 2015
------------------------------------------------- ---------------------
Latest time and date for receipt of 11.00 a.m. on 8 June
Application Form and payment in full 2015
under the Open Offer and settlement
of relevant CREST instructions (as appropriate)
------------------------------------------------- ---------------------
General Meeting 12 noon on 8 June
2015
------------------------------------------------- ---------------------
Expected date of announcement of results 9 June 2015
of the Open Offer through a Regulatory
Information Service
------------------------------------------------- ---------------------
Expected time and date for Admission 8.00 a.m. on 10 June
and commencement in dealings in the 2015
Open Offer Shares on AIM
------------------------------------------------- ---------------------
Expected date for crediting of the Open 10 June 2015
Offer Shares and Open Offer Warrants
in uncertificated form to CREST accounts
------------------------------------------------- ---------------------
Expected date of dispatch of definitive 17 June 2015
share certificates for the Open Offer
Shares and the Open Offer Warrants
------------------------------------------------- ---------------------
(1) References to times in this announcement are to London
time
(2) The dates and timing of the events in the above timetable
may be subject to change at the absolute discretion of the Company.
If any of the above times or dates should change, the details of
the revised times and/or dates will be notified to AIM and, where
appropriate, to shareholders.
The Open Offer is conditional upon:
- the passing of the Resolutions (refer to the section titled "General Meeting" below); and
- the Admission of the Open Offer Shares becoming effective by
not later than 8.00 a.m. on 10 June 2015 (or such later time as the
Company may in its absolute discretion determine, being no later
than 30 June 2015).
General Meeting
The General Meeting is to be held at 12 noon on 8 June 2015 at
the offices of Smith & Williamson at 25 Moorgate, London, EC2R
6AY. The Resolutions to be proposed at the General Meeting will
be:
(1) an ordinary resolution to grant authority to the Directors
to allot equity securities pursuant to section 551 of the Companies
Act 2006 (the "Act") up to an aggregate nominal value of
GBP1,267,001. This authority will expire (unless renewed, varied or
revoked) at the conclusion of the Company's next Annual General
Meeting; and
(2) a special resolution to disapply the statutory pre-emption
rights contained in section 561(1) of the Act in respect of any
allotments made pursuant to the authority set out in Resolution
1.
The full text of the Resolutions is set out in the notice of
General Meeting which is appended to the Circular.
Passage of the Resolutions will enable the issue of the Second
Tranche Placing Shares, the issue and exercise of the Second
Tranche Placing Warrants, the issue of the Open Offer Shares, the
issue and exercise of the Open Offer Warrants and, in addition,
enable the issue of up to a further 59,931,501 Ordinary Shares free
of pre-emption rights.
Resolution 1 will be proposed as an ordinary resolution while
Resolution 2 will be proposed as a special resolution.
Recommendation and voting intentions
The Open Offer is intended to provide Eligible Shareholders with
the opportunity to subscribe for additional Ordinary Shares at the
same price per Ordinary Share as was available to Placees under the
Placing, thereby minimising the dilutionary effect of the Placing
on Eligible Shareholders.
The Directors believe that the Open Offer, the issue of the
Second Tranche Placing Shares and Second Tranche Placing Warrants
and the passing of the Resolutions are in the best interests of the
Company and its Shareholders as a whole. The Directors, other than
Marco Fumagalli, who is Managing Partner and a 25 per cent.
shareholder of Continental and is therefore not considered
independent, recommend that Shareholders vote in favour of the
Resolutions.
The Directors and Continental (together with its affiliates)
intend to vote in favour of all of the Resolutions in respect of
their own interests which, in aggregate, total 86,499,393 Existing
Ordinary Shares, representing 18.51 per cent. of the Existing
Ordinary Shares.
For further information please contact:
Vigo Communications - PR Adviser Tel: +44 (0)20 7016
Patrick d'Ancona 9573
Chris McMahon
Alexandra Roper
Sound Oil j.parsons@soundoil.co.uk
James Parsons, Chief Executive Officer
Smith & Williamson - Nominated Adviser Tel: +44 (0)20 7131
Azhic Basirov 4000
David Jones
Ben Jeynes
Peel Hunt - Broker Tel: +44 (0)20 7418
Richard Crichton 8900
Charles Batten
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer to
sell or subscribe for or any invitation to purchase or subscribe
for any securities in any jurisdiction pursuant to the Open Offer
or otherwise. The Open Offer will be made solely pursuant to the
terms of the Circular, which will contain the full terms and
conditions of the Open Offer. Any decision in respect of, or other
response to, the Open Offer should be made only on the basis of the
information contained in the Circular. This announcement does not
constitute a prospectus or a prospectus equivalent document.
The availability of the Open Offer, and the release, publication
or distribution of this announcement, in jurisdictions other than
the United Kingdom may be restricted by the laws of those
jurisdictions. In particular, the Open Offer will not be made
directly or indirectly in any Restricted Jurisdiction. Therefore
persons into whose possession this announcement comes should inform
themselves about and observe any applicable restrictions. Failure
to comply with any such restrictions may constitute a violation of
the securities laws of any such jurisdiction. Shareholders who are
in any doubt regarding such matters should consult an appropriate
independent adviser in the relevant jurisdiction without delay. To
the fullest extent permitted by applicable law, the Company
disclaims any responsibility or liability for the violation of such
restrictions by any person. The Open Offer is not being, and will
not be made, directly or indirectly, in or into or from, whether by
the use of mails or any means of instrumentality (including,
without limitation telephonically or electronically) of interstate
or foreign commerce of, or any facilities of a national securities
exchange of, any Restricted Jurisdiction and the Open Offer should
not be applied for by any such use, means, instrumentality or
facility from or within any Restricted Jurisdiction. Accordingly,
copies of this announcement and any documentation relating to the
Open Offer are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from
whether by the use of mails or any means of instrumentality
(including, without limitation telephonically or electronically) of
interstate or foreign commerce of, or any facilities of a national
securities exchange of, any Restricted Jurisdiction. Persons
receiving this announcement (including without limitation
custodians, nominees and trustees) must not forward, mail or
otherwise distribute or send it in, into or from any Restricted
Jurisdiction, as doing so may invalidate any purported application
under the Open Offer. Any person (including, without limitation,
custodians, nominees and trustees) who would, or otherwise intends
to, or who may have a contractual or legal obligation to, forward
this announcement and/or any documentation relating to the Open
Offer and/or any other related document to any jurisdiction outside
the United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements of any relevant
jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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