18 May 2015
Sound Oil plc
("Sound Oil" or the "Company")
Open Offer Timetable
Sound Oil, the Mediterranean focused upstream oil and gas company announced on 28 April 2015 that existing shareholders would be offered the chance to participate in an open offer of new ordinary shares and warrants on similar terms to those under the placing described in that announcement (the "Placing").
The Company is now pleased to announce the timetable for that open offer to eligible shareholders on the register as at 15 May 2015 (the "Record Date") of up to 18,226,394 new ordinary shares (the "Open Offer Shares") at an issue price of 19.0 pence per Open Offer Share (the "Issue Price") to raise up to £3.46 million.
Each Open Offer Share will be accompanied by a detachable 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 the admission of the first tranche of the new ordinary shares under the Placing to trading on AIM (an "Open Offer Warrant").
Eligible shareholders will be able to subscribe for Open Offer Shares on the basis of:
1 Open Offer Share for every 23 ordinary shares held on the Record Date
Given that the primary purpose of the Open Offer is to provide shareholders that did not participate in the Placing the right to subscribe for additional shares on similar terms to those that were available under the Placing, the placees under the Placing have (at the request of the Company) each irrevocably undertaken they will not, and that it will procure that their related parties will not, take up any rights under the Open Offer which attach to the ordinary shares held by them and/or their related parties as at the Record Date. The Open Offer entitlement that the placees and/or their related parties would otherwise have held under the Open Offer will instead be available to other eligible shareholders on the register on the Record Date under an excess application facility.
Open Offer Circular and Timetable
The detailed terms and conditions of the Open Offer will be provided in a circular to be posted to eligible shareholders, together with a notice convening a general meeting for the purpose of, inter alia, seeking shareholder approval of board authorities to enable the issue of the Open Offer Shares and the issue and exercise of the Open Offer Warrants, on or before 21 May 2015.
The expected timetable of principal Open Offer events is as set out below.
Record Date for entitlement under the Open Offer |
5.00 p.m. on 15 May 2015 |
Announcement of Open Offer timetable |
18 May 2015 |
Ex-entitlement date of the Open Offer |
8.00 a.m. on 18 May 2015 |
Posting of the Open Offer circular, application forms, notice of General Meeting and forms of proxy |
21 May 2015 |
Open Offer entitlements and excess CREST Open Offer entitlements credited to stock accounts in CREST of eligible CREST shareholders |
8.00 a.m. on 22 May 2015 |
Recommended latest time for requesting withdrawal of Open Offer entitlements and excess CREST Open Offer entitlements from CREST |
4.30 p.m. on 2 June 2015 |
Latest time for depositing Open Offer entitlements into CREST |
3.00 p.m. on 3 June 2015 |
Latest time for splitting of application forms (to satisfy bona fide market claims only) |
3.00 p.m. on 4 June 2015 |
Latest time and date for receipt of application form and payment in full under the Open Offer and settlement of relevant CREST instructions |
11.00 a.m. on 8 June 2015 |
General Meeting |
12 noon on 8 June 2015 |
Expected date of announcement of results of the Open Offer through a Regulatory Information Service |
9 June 2015 |
Expected time and date for admission and commencement in dealings in the Open Offer Shares on AIM |
8.00 a.m. on 10 June 2015 |
Expected date for crediting of the Open Offer Shares in uncertificated form to CREST accounts |
10 June 2015 |
Expected date of dispatch of definitive share certificates for the Open Offer Shares and the Open Offer Warrants |
17 June 2015 |
(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.
For further information please contact:
Vigo Communications - PR Adviser Patrick d'Ancona Chris McMahon |
Tel: +44 (0)20 7016 9573 |
Sound Oil James Parsons, Chief Executive Officer |
[email protected] |
Smith & Williamson - Nominated Adviser Azhic Basirov David Jones Ben Jeynes |
Tel: +44 (0)20 7131 4000 |
Peel Hunt - Broker Richard Crichton Charles Batten |
Tel: +44 (0)20 7418 8900 |
