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Marrakech – Managem has signed a binding agreement to acquire 100% of Sound Energy Meridja Limited (SEML), the subsidiary through which UK-listed Sound Energy Plc held its remaining 20% interest in Morocco’s Tendrara gas concession.
The deal, valued at $57 million, marks Sound Energy’s complete exit from one of the country’s most closely watched onshore gas developments.
SEML’s sale brings Managem’s total stake in the Tendrara Exploitation Concession to 75%, held through two subsidiaries – Mana Energy Limited and the newly acquired SEML. Morocco’s national hydrocarbons agency, ONHYM, retains the remaining 25%.
The transaction follows Sound Energy’s June 2024 decision to farm out a 55% operating interest in Tendrara to Mana Energy, a wholly owned Managem subsidiary that currently serves as operator of both the Tendrara concession and the Anoual Exploration Permits.
Alongside the SEML disposal, Sound Energy will relinquish its 27.5% non-operated interest in the Anoual Exploration Permit and waive any remaining rights tied to the Grand Tendrara Exploration Permit, which expired on September 30, 2024. The move effectively ends the London-listed company’s presence in Morocco’s upstream gas sector.
Located in the Oriental region, the Tendrara concession spans 133.5 km² and carries estimated reserves of 10.67 billion cubic meters of natural gas. The concession was granted for a 25-year period starting in 2018.
Development of the project is structured in two phases. Phase I involves a micro-LNG facility – including treatment, liquefaction, and storage infrastructure – designed to serve Morocco’s domestic industrial market. The phase targets production capacity of 100 million cubic meters per year of liquefied natural gas under a 10-year take-or-pay agreement with Afriquia Gaz for gross output of 10 mmscfd.
Currently in its commissioning stage, first gas is now projected for the third quarter of 2026, pushed back from an original October 2025 target due to broader inflationary pressures on both capital and operational costs. The ItalFluid Geoenergy contract, initially structured as a vendor financing arrangement, has since been converted into a conventional EPC agreement.
Phase II calls for the construction of a treatment facility and a 120-kilometer pipeline connecting to the Maghreb-Europe Gas Pipeline (GME), with a targeted capacity of 280 million cubic meters of natural gas per year. A gas sales agreement with national utility ONEE is attached to this phase, though the final investment decision remains under evaluation by the joint venture partners. A feasibility study is currently underway.
Managem CEO Imad Toumi framed the acquisition as a step toward “offering Moroccan industrialists access to cleaner, more competitive energy” while “strengthening Morocco’s energy independence” and “improving the trade balance amid strong volatility in international energy markets.”
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The Casablanca-listed mining group, which operates across seven African countries in cobalt, copper, zinc, silver, and gold, positioned the deal within its broader strategy of investing in low-carbon-intensity energy solutions. Mana Energy also holds exploration blocks surrounding the Tendrara concession.
For Sound Energy, the transaction carries significant corporate implications. The AIM-listed company intends to channel the $57 million in proceeds – comprising a nominal $1 share purchase price and the repayment of shareholder loans to SEML – toward eliminating its outstanding debt.
That includes the early repurchase of €28.8 million in 5.0% senior secured notes due December 2027, following discussions with bondholders representing 30% of the outstanding instruments.
Assuming closing by July 31, 2026, Sound Energy expects to retain approximately $11 million in cash post-repayment, emerging debt-free and repositioned toward energy transition investments and upstream opportunities outside Morocco.
Sound Energy CEO Majid Shafiq described the deal as “a transformational milestone,” noting it “accelerates the crystallisation of significant value for shareholders” while “reducing the company’s exposure to the future funding requirements of the larger Phase II development.” He added that the existing debt burden had “materially constrained the company’s strategic flexibility.”
Given its scale relative to Sound Energy’s remaining operations, the disposal qualifies as a fundamental change of business under AIM Rule 15. Shareholder approval is required, and a circular convening a general meeting is expected within days. Post-completion, the company will become an AIM Rule 15 Cash Shell and must complete a reverse takeover or seek readmission as an investing company within six months to avoid suspension of trading.
The transaction remains subject to standard conditions, including Moroccan regulatory approvals, foreign exchange authorization, antitrust clearance, and board approval from Managem.
