REG - Sound Energy PLC - Notice of GM

Sound EnergyAnnouncement

10/02/2026 07:00

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RNS Number : 3142S  Sound Energy PLC  10 February 2026

 

10 February 2026

 

Sound Energy PLC

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

 

Notice of General Meeting

Proposed Share Capital Reorganisation and Consolidation

Proposed Amendment to the Articles of Association

 

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 a share capital
reorganisation and consolidation, is available on the Company's website at
https://www.soundenergyplc.com and has been posted to shareholders today.

 

The General Meeting is to be held on 26 February 2026 at 11.00 a.m. at Sound
Energy plc, 20 St Dunstan's Hill, London EC3R 8HL.

 

Proposed Share Capital Reorganisation and Consolidation

 

The Company is proposing to consolidate 10 Ordinary Shares into one New
Ordinary share (excluding the Sanctioned Holding Shares 1  (#_ftn1) ). The
share consolidation will reduce the number of existing Ordinary Shares of 1.0
pence per share in issue from 2,080,622,679 Ordinary Shares to 207,844,268
Consolidated Ordinary Shares of 10 pence per share and 2,180,000 Sanctioned
Holding Shares of 1.0 pence per share ('the Sanctioned Shares') see note 1.

 

In addition, the Directors believe that the nominal value of the current
existing Ordinary Shares of 1.0 pence each is no longer optimal and unduly
restricts the Company's flexibility as it seeks to execute its growth
strategy. The Company is not permitted by law to issue new ordinary shares at
a price which is below their nominal value. The Company's current share price
of 0.9 pence is below the current nominal value of 1.0 pence per ordinary
share ("Ordinary Share"). Accordingly, in order to create a lower nominal
value for each Ordinary Share, the board of directors (the "Board" or the
"Directors") are proposing that each Consolidated Ordinary Share (excluding
Sanctioned Holding shares) will be subdivided into one New Ordinary Share of
0.1 pence each (the "New Ordinary Shares") and one deferred share of 9.9 pence
each (the "New Deferred Shares") (the "Share Capital Reorganisation"). The
proposed Capital Reorganisation is a technical and financially prudent measure
and is intended to align the Company's share capital structure with prevailing
market conditions and enhance the Company's financial and corporate
flexibility over the short to medium term. The Board considers this step to be
consistent with good corporate governance and the interests of all
shareholders.

 

Each New Ordinary Share will carry the same rights as each existing Ordinary
Share under the Company's articles of association (the "Articles of
Association") and CREST accounts updated in respect of any entitlement to New
Ordinary Shares and share certificates will be issued in respect of New
Ordinary Shares.

 

Each New Deferred Share will have very limited rights and will effectively be
valueless. CREST accounts of Shareholders will not be credited in respect of
any entitlement to New Deferred Shares, and no share certificates will be
issued in respect of New Deferred Shares.

 

The New Deferred Shares will have the rights and restrictions as set out in
the Articles of Association in respect of deferred shares, which do not
entitle their holders to receive notice of or attend or vote at any general
meeting of the Company or to receive a dividend or other distribution and
provide the Company with the authority to transfer them at effectively nil
consideration per New Deferred Share to a custodian nominated by the Company.
The New Deferred Shares will not be admitted to trading on AIM or any other
exchange.

 

Following the passing of all the resolutions at the GM, the Company will
implement the Share Capital Reorganisation and make an application for
admission of the 207,844,268 New Ordinary Shares of nominal value 0.1 pence
each to trading on AIM at 8:00 a.m. on 27 February 2026.

 

The New Ordinary Shares will continue to carry the same rights as those
attached to the existing Ordinary Shares, save for the change in nominal
value. The New Ordinary Shares will have the following ISIN number
GB00BVP8H932 and SEDOL code BVP8H93. The Company's TIDM, SOU, will remain
unchanged.

 

The Sanctioned Holding shares will remain within the current 1.0 pence
Ordinary Share ISIN, which will remain active solely for this purpose.

 

Following admission of the New Ordinary Shares, the Company's issued share
capital will comprise 207,844,268 New Ordinary Shares of 0.1 pence each with
voting rights in the Company and 2,180,000 Sanctioned Holding Shares of 1.0
pence each totalling 210,024,268 Ordinary Shares. The figure of 210,024,268
may be used by shareholders in the Company as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change in the interest in, the share capital of the Company
under the FCA's Disclosure and Transparency Rules.

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 Publication and posting to Shareholders of this document                                         10 February 2026
 Latest time and date for receipt of Forms of Proxy                                  11.00 a.m. on 24 February
 General Meeting                          11.00 a.m. on 26 February
 Record Date for completion of the Capital Reorganisation                          6.00 p.m. on 26 February
 Admission and commencement of dealings in the New Ordinary Shares                 8.00 a.m. on 27 February
 CREST accounts credited with the New Ordinary Shares in uncertificated form       27 February
 Despatch of definitive certificates for New Ordinary Shares (in certificated      By 13 March
 form)

 

 

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)

 

About Sound Energy PLC:

Sound Energy is a transition energy investment opportunity, listed on the UK
AIM market of the London Stock Exchange, with operations in Morocco centred
around onshore exploration, development and production of gas and advancing
renewable power generation initiatives. Gas is the focal transition fuel and
critical to the country's energy policy to move to sustainable, local
renewable energy, away from imported coal and hydrocarbon fuels. The company
has a 25-year development concession with a micro- LNG development underway at
Tendrara, the first major onshore gas resource in Morocco, and a larger Phase
2 piped gas project awaiting FID. Small scale LNG will supply the industrial
market, whilst the piped gas development is for the power sector. Exploration
wells are funded to support infrastructure led exploration potential. Together
these give the company significant opportunities for scalable growth on its
28,000 square km of onshore permits. Sound Energy is therefore playing a
pivotal role in responding to rising energy demand in Morocco and facilitating
the energy transition. This is further enhanced by Sound's recent early-stage
diversification into opportunities in renewable power generation and hydrogen
exploration in Morocco. Sound has strong stakeholder engagement and
partnerships with leading Moroccan companies, thereby leveraging in-country
expertise in renewable energy projects and its gas developments. Financially,
the company is focused on revenue targets from Phase 1 LNG production,
judicious investment for the Phase 2 piped gas development and prudent cost
management and balance sheet deleveraging to fund asset development
opportunities.

 1  (#_ftnref1) 2,180,000 Ordinary shares are deemed to be Sanctioned Holding
Shares and therefore not subject to or permitted to be subject to the Share
Capital Reorganisation.

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