Further to the announcement of 14 June 2024 regarding the entry into a conditional binding Sale and Purchase agreement for the partial divestment by Sound Energy of its Moroccan assets (the “SPA”) by way of the disposal by the Company of the entire issued share capital of the Company’s wholly owned subsidiary Sound Energy Morocco East Limited to Managem SA, the Company notes Moroccan press speculation in relation to Managem having received authorisation by the Moroccan Competition Council to the transaction.
Whilst the Company confirms that the Moroccan Competition Council’s authorisation satisfies a significant condition precedent of the SPA, the Transaction remains conditional upon the following conditions precedent being satisfied or waived:
- Approvals by ONHYM and the Moroccan Minister of Energy of the Company continuing as the Operator of record of the Tendrara Exploitation Concession, and the Anoual and Grand Tendrara Exploration Permits where required;
- Receipt of the written authorisation of the Foreign Exchange Office (Office des Changes) relating to Managem’s payment obligations;
- Confirmation in writing by the Seller to the Buyer that no Material Adverse Change has occurred;
- Approval by Schlumberger in accordance with the terms of Schlumberger’s profit-sharing deed in respect of the Concession or Managem negotiating and entering into an agreement with Schlumberger for the cancellation of the profit-sharing deed;
- Extension of the Start Date/Deemed Start Date as defined in the LNG GSA; and
- Delivery of Completion accounts and Assurance Release Conditions.
The Company announces that whilst it is continuing to work closely with Managem to satisfy the above conditions precedent, the following conditions precedent have been satisfied:
- Approval of ONEE of the change of control of the Company pursuant to the ONEE GSA;
- Approval of Managem’s board of directors of the Transaction;
- Removal of Sound Energy Morocco SARL AU as dormant subsidiary of SEME; and
- Receipt of Moroccan Competition Council’s authorisation
