REG - Sound Energy PLC Angus Energy PLC - Re: Possible Offer for Angus Energy

Sound EnergyAnnouncement

08/04/2022 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220408:nRSH7122Ha&default-theme=true

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 Adviser  Tel: +44 (0) 20 3983 9263

 Jon Fitzpatrick / Paul Weidman
 Cenkos Securities Plc - Nominated Adviser  Tel: +44 (0) 20 7397 8900

 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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OFDBKOBBABKDNQK