Notice of GM

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, follow on X @soundenergyplc and LinkedIn or contact:

Sound Energy plc c/o Flagstaff Communications Majid Shafiq CEO
Flagstaff Strategic and Investor Communications Tim Thompson, Mark Edwards, Alison Allfrey	[e-mail] [phone]
Zeus - Nominated Adviser and Broker James Joyce, Darshan Patel, Liv Highton (Investment Banking) Simon Johnson (Corporate Broking)	[phone]

 

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