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Disposal of Italian Portfolio

Disposal of Italian Portfolio.

articleSound Energy PlcJanuary 22, 20184/company/sound-energy-plc/news/disposal-of-italian-portfolio-1
Disposal of Italian Portfolio

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[{"type":"text","content":"\n \nRNS Number : 4617C Sound Energy PLC 22 January 2018  \n\n22 January 2018\n \nSound Energy PLC\n(\"Sound Energy\" or the \"Company\")\n \nDisposal of Italian Portfolio\n \nSound Energy, the African and European focused upstream gas company, is pleased to announce that it has entered into a binding conditional sale and purchase agreement (the \"Binding Agreement\") with Saffron Energy Plc (\"Saffron\") under which it is proposed that Saffron acquires Sound Energy's portfolio of Italian interests and permits through the acquisition by Saffron of the entire issued share capital of the Company's wholly owned subsidiary, Sound Energy Holdings Italy Limited (\"SEHIL\"). SEHIL holds all of Sound Energy's Italian oil and gas interests through its own wholly owned subsidiary, Apennine Energy SpA (\"APN\"). It is proposed that Saffron will be renamed Coro Energy plc.\n \nThe Binding Agreement constitutes the first part of the transaction envisaged by the heads of terms announced on 5 October 2017 (the \"Heads of Terms\") and the acquisition of SEHIL by Saffron will result in the combination of the Italian oil and gas portfolios of Sound Energy and Saffron (the \"Proposed Transaction\").  \n \nThe Binding Agreement is conditional on, inter alia, completion of a firm and conditional placing by Saffron (which will be subject to shareholder approval) to raise funds for working capital, the approval of shareholders of Saffron and re-admission of the entire issued, and to be issued, share capital of Saffron to trading on the AIM market of the London Stock Exchange plc (\"AIM\"), as well as the approval by Sound shareholders of the Sound Capital Reduction (as defined below). It is currently expected that these conditions will be satisfied by the end of April 2018. \n \nUnder the Binding Agreement, and subject to Saffron shareholders approving the issue of new shares by Saffron, the consideration for the disposal of SEHIL will be fully satisfied through the issue of 185,907,500 new ordinary shares of £0.001 each in the capital of Saffron (the \"Consideration Shares\"), subject to any rounding of fractional entitlements.\n \nThe Consideration Shares are intended to be issued by Saffron directly to Sound Energy's shareholders, pro rata to their holdings of Sound Energy shares on a record date (the \"...

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