REG - Sound Energy PLC - Notice of GM

Sound EnergyAnnouncement

29/05/2026 14:45

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RNS Number : 2963G  Sound Energy PLC  29 May 2026

29 May 2026

 

Sound Energy PLC

("Sound Energy", the "Company" and together with its subsidiary undertakings
the "Group")

 

Notice of General Meeting

 

Sound Energy PLC (AIM: SOU), the AIM quoted transition energy company,
announces that a Shareholder Circular containing a notice convening a General
Meeting of the Company with proposals in relation to the conditional sale of
Sound Energy Meridja (SEML) is available on the Company's website at
www.soundenergyplc.com and has been posted to shareholders today.

 

The General Meeting is to be held at 10.00 a.m. on 16 June 2026 at Sound
Energy plc, 20 St Dunstan's Hill, London EC3R 8HL.

 

Proposed Disposal of Sound Energy Meridja Limited

 

On 26 May 2026 Sound Energy PLC announced it had entered into a binding Sale
and Purchase Agreement (the "SPA")  for the divestment of the Company's
interests in the Tendrara Exploitation Concession (20%), onshore Morocco, by
way of the disposal of the entire share capital of Sound Energy Merijda
Limited ("SEML") to Managem SA ("Managem"). The Company will receive a total
of US$57 million (subject to working capital adjustments) by way of a US$1
consideration for the shares and the repayment of loans made by the Company to
SEML.

 

In view of the relative size of the disposal of SEML to the Company, the
disposal is deemed to result in a fundamental change of the business of the
Company for the purpose of Rule 15 of the AIM Rules and it is therefore
conditional upon the approval of Shareholders.

 

As the disposal will result in the Company divesting of all, or substantially
all, of its existing trading business, activities and assets, the Company will
be deemed to become an AIM Rule 15 Cash Shell following Completion of the
disposal and will be required to make an acquisition or acquisitions which
constitutes a reverse takeover under AIM Rule 14 within six months of
completion.

 

In the event the Company does not complete a reverse takeover under AIM Rule
14 within such six-month period or seek readmission to trading on AIM as an
investing company pursuant to Aim Rule 8, the Company's ordinary shares would
be suspended from trading pursuant to AIM Rule 40. Thereafter, if such a
transaction has not been completed within a further six-month period,
admission to trading on AIM of the Company's ordinary shares would be
cancelled.

 

Completion of the proposed disposal is conditional, inter alia, on the
Shareholders passing the Ordinary Resolution being proposed at the General
Meeting. If the Shareholders do not pass the Resolution, Completion of the
Disposal will not proceed.

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 Publication and posting to Shareholders of this document                     29 May 2026
 Latest time and date for receipt of Forms of Proxy             10.00 am on 12 June 2026
 General Meeting                10.00 a.m. on 16 June 2026
 Announcement of results of General Meeting                    16 June 2026
 Estimated completion of the disposal                          31 July 2026

 

 

 

For further information please visit www.soundenergyplc.com
(https://www.soundenergyplc.com/) , follow on X @soundenergyplc
(https://x.com/soundenergyplc?lang=en)  and LinkedIn or contact:

 

 Sound Energy plc c/o Flagstaff Communications

 Majid Shafiq CEO
 Flagstaff Strategic and Investor Communications                sound@flagstaffcomms.com

 Tim Thompson, Mark Edwards, Alison Allfrey                     +44 (0)207 129 1474
 Zeus - Nominated Adviser and Broker                            +44 (0)20 3829 5000

 James Joyce, Darshan Patel, Liv Highton (Investment Banking)

 Simon Johnson (Corporate Broking)

 

 

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