REG - Egdon Resources PLC - Form 8 (OPD) By Offeree

Egdon ResourcesAnnouncement

26/05/2023 07:00

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RNS Number : 7345A  Egdon Resources PLC  25 May 2023

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     Egdon Resources Plc
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  Egdon Resources Plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                Offeree
 (e) Date position held:                                                         24 May 2023

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 Class of relevant security:                                          1 pence ordinary shares

                                                                      Interests       Short positions

                                                                      Number  %       Number    %
 (1) Relevant securities owned and/or controlled:                     NIL     -       NIL       -
 (2) Cash-settled derivatives:                                        NIL     -       NIL       -

 (3) Stock-settled derivatives (including options) and agreements to  NIL     -       NIL       -
 purchase/sell:
                                                                      NIL     -       NIL       -

      TOTAL:

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   NIL
 Details, including nature of the rights concerned and relevant percentages:  NIL

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:
 Interests in ordinary shares of 1 pence each, held by directors (including
 their close relatives and related trusts) of Egdon Resources plc

Name              Number of ordinary shares  Percentage of issued share capital
 Mark Abbott       13,687,817(*1)             2.516%
 Philip Stephens   231,703(*2)                0.043%
 Martin Durham     200,000                    0.037%
 Walter Roberts    1,498,477(*3)              0.276%
 Kenneth Ratcliff  198,032(*4)                0.036%
 Timothy Davies    50,000                     0.009%

 

 *1 including 270,000 ordinary shares held by Susan Abbott, the wife of Mark
 Abbott, 90,000 ordinary shares held by Richard Abbott, the son of Mark Abbott,
 100,000 ordinary shares held by Catherine Abbott, the daughter of Mark Abbott
 and 5,200 ordinary shares held by Gwendoline Mary Abbott, the mother of Mark
 Abbott.

 *2 including 100,000 ordinary shares held by Elizabeth Stephens, the wife of
 Philip Stephens

 *3 including 377,708 ordinary shares held by Caroline Roberts, the wife of
 Walter Roberts and 274,348 ordinary shares held by Elizabeth Roberts, the
 daughter of Walter Roberts

 *4 Kenneth Ratcliff is the executor for Susan Ratcliff (deceased) with respect
 to 130,968 ordinary shares

 

 Interests in share options over ordinary shares of 1 pence each, held by
 directors of Egdon Resources plc and granted under its unapproved option
 scheme

 

Name           Date of Grant  Vesting Date  Expiry Date   Exercise Price  Number of ordinary shares
 Mark Abbott    8 March 2022   7 March 2023  7 March 2033  2.25p           4,444,444
 Martin Durham  8 March 2022   7 March 2023  7 March 2033  2.25p           3,555,556

 

Interests issued pursuant to a warrant instrument entered into by Egdon
 Resources plc over ordinary shares of 1 pence each, with respect to the
 30,408,000 warrants in issue.

 

Name           Date of Warrant Instrument  Number of ordinary shares  Percentage of Warrants in issue
 Mark Abbott    19th August 2021            800,000                    2.631%
 Martin Durham  19th August 2021            100,000                    0.329%

 

*1 including 270,000 ordinary shares held by Susan Abbott, the wife of Mark
Abbott, 90,000 ordinary shares held by Richard Abbott, the son of Mark Abbott,
100,000 ordinary shares held by Catherine Abbott, the daughter of Mark Abbott
and 5,200 ordinary shares held by Gwendoline Mary Abbott, the mother of Mark
Abbott.

 

*2 including 100,000 ordinary shares held by Elizabeth Stephens, the wife of
Philip Stephens

 

*3 including 377,708 ordinary shares held by Caroline Roberts, the wife of
Walter Roberts and 274,348 ordinary shares held by Elizabeth Roberts, the
daughter of Walter Roberts

 

*4 Kenneth Ratcliff is the executor for Susan Ratcliff (deceased) with respect
to 130,968 ordinary shares

 Interests in share options over ordinary shares of 1 pence each, held by
 directors of Egdon Resources plc and granted under its unapproved option
 scheme

 

 Name           Date of Grant  Vesting Date  Expiry Date   Exercise Price  Number of ordinary shares
 Mark Abbott    8 March 2022   7 March 2023  7 March 2033  2.25p           4,444,444
 Martin Durham  8 March 2022   7 March 2023  7 March 2033  2.25p           3,555,556

 

 Interests issued pursuant to a warrant instrument entered into by Egdon
 Resources plc over ordinary shares of 1 pence each, with respect to the
 30,408,000 warrants in issue.

 

 Name           Date of Warrant Instrument  Number of ordinary shares  Percentage of Warrants in issue
 Mark Abbott    19th August 2021            800,000                    2.631%
 Martin Durham  19th August 2021            100,000                    0.329%

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"
 None

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"
 None

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  No
 Supplemental Form 8 (SBL)             No

 

 

 Date of disclosure:  25 May 2023
 Contact name:        Mark Abbott
 Telephone number:    +44 (0)1256 702292

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

 

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