Sound Energy gets noteholder consent to restructure 5% notes due 2021

By Rebecca Melvin

Concord, N.H., April 14 – Sound Energy plc announced that it has received the necessary consents from holders of its €28.8 million of 5% senior secured notes due 2021 (ISIN: XS1434582885) to amend the terms of the notes.

Voting instructions were delivered by holders representing €22.4 million of the notes, with 96.88% of votes cast in favor of the proposals at a noteholder meeting on Wednesday, according to a notice.

As a result of the noteholders’ approval,

• The maturity date of the notes will be extended six years to Dec. 21, 2027 from June 21, 2021;

• The outstanding principal amount of the notes will be partially amortized at a rate of 5% every six months beginning on Dec. 21, 2023;

• €3,479,999 of the notes will be converted into a total of 141,176,448 new ordinary shares of the company issued at a conversion price of 2.125p per new ordinary share, with 50% of the new ordinary shares subject to three-month lock-in and 50% subject to six-month lock-in, both with effect from date of admission;

• The notes will bear until maturity 2% cash interest paid per annum and 3% deferred interest per annum to be paid at redemption for the period commencing on June 21 (in place of 5% cash interest per annum);

• The company will have the right, at any time until Dec. 21, 2024, to redeem the notes in full for 70% of the principal value then outstanding together with any interest accrued and 100% of the deferred interest then accrued at the date of redemption, in addition to its existing redemption rights; and

• The company will issue to the noteholders 99,999,936 warrants to subscribe for new ordinary shares in the company at an exercise price of 2.75p per ordinary share. The warrants will be exercisable from the date of issuance until Dec. 21, 2027. The warrants will be listed and admitted for trading on the Luxembourg Stock Exchange.

With the approved proposal, the company will issue the 141,176,448 new shares, representing about.10.64% of the company’s current issued ordinary share capital. Application has been made for the 141,176,448 new ordinary shares to be admitted to trading on AIM, and it is expected that admission will occur at on April 20.

The company said it is progressing in the approval processes for its Micro LNG phase 1 development. This will lead to a notice to proceed and construction in due course. The company confirms that after restructuring of the notes, it has sufficient cash resources through to August 2021 to undertake these activities.

Sound Energy is an oil and gas exploration and production company based in Sevenoaks, England.

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