REG - Egdon Resources PLC - Posting of Rule 15 Letters

Egdon ResourcesAnnouncement

08/06/2023 09:30

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RNS Number : 1068C  Egdon Resources PLC  08 June 2023

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES.

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO
RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

 

 

RECOMMENDED ACQUISITION OF

EGDON RESOURCES PLC ("Egdon")

by

PETRICHOR PARTNERS, LP ("Petrichor")

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Posting of Rule 15 Letters

 

 

The Company announced on 17 May 2023 that it had reached agreement with
Petrichor Partners, LP ("Petrichor") with regard to the terms of a recommended
all cash acquisition by Petrichor for the entire issued and to be issued
ordinary share capital (other than those shares already owned by or on behalf
of Petrichor) of Egdon (the "Acquisition").  On 8 June 2023, Egdon announced
the publication and posting of the Scheme Document with regard to the
Acquisition.  The Acquisition will be effected by a scheme of arrangement
under the Companies Act and will be subject to shareholder approval and Court
approval (and certain conditions and terms which have been set out in the
Scheme Document). Egdon Shareholders would be entitled to receive 4.5 pence
for each Egdon Share held valuing the entire issued and to be issued share
capital of Egdon at approximately £26.64 million on a fully diluted basis.

 

On 8 June 2023, pursuant to Rule 15 of the Takeover Code, letters have been
sent to:

 

(i)            holders of options granted pursuant to the Option
Deeds entered into by Egdon Resources plc and certain of its employees (the
Egdon Share Option Plan) and;

(ii)           holders of warrants granted pursuant to a Warrant
Instrument entered into by Egdon, and relevant Warrant Certificate.

 

Further information on the Scheme is available on the Egdon website at
https://www.egdon-resources.com/investors-2/disclaimer
(https://www.egdon-resources.com/investors-2/disclaimer) and on Petrichor's
website at www.heycoenergy.com/petrichor-partners
(http://www.heycoenergy.com/petrichor-partners) .

 

For further information, please contact:

 

 Egdon Resources Plc                                           Tel +44 1256 702292

 Mark Abbott

 VSA Capital Limited                                           Tel +44 203 005 5000

 Financial Adviser, Joint Broker and Rule 3 Adviser to Egdon

 Andrew Raca and Matthew Harker (Corporate Finance)

 WH Ireland Limited                                             Tel +44 207 220 1666

 Nominated Adviser and Joint Broker to Egdon

 Antonio Bossi, Chris Hardie and James Bavister
 Petrichor Partners, LP                                        Tel + 1 214 396 7447

 Daniel Nix
 SPARK Advisory Partners Limited                               Tel +44 203 368 3550

 Financial adviser to Petrichor

 Andrew Emmott/Neil Baldwin

Further Information

 

VSA Capital Limited ("VSA Capital"), which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively for Egdon as financial
adviser, joint broker and Rule 3 adviser and no one else in connection with
the matters referred to in this Document and will not be responsible to anyone
other than Egdon for providing the protections afforded to clients of VSA
Capital or for providing advice in relation to the Acquisition or any other
matters referred to in this Document. Neither VSA Capital nor any of its
subsidiaries, affiliates or branches owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of VSA Capital in connection with this Document, any statement
contained in this Document or otherwise. VSA Capital has given, and not
withdrawn, its consent to the inclusion of its advice in this Document in the
form and context in which it is included.

 

SPARK Advisory Partners Limited ("SPARK"), which is authorised and regulated
by the FCA in the United Kingdom, is acting exclusively for Petrichor and for
no one else in connection with the Acquisition and other matters referred to
in this Document. In connection with such matters, SPARK, its affiliates, and
its or their respective directors, officers, employees and agents will not
regard any other person as its client, nor will it be responsible to anyone
other than Petrichor for providing the protections afforded to its clients or
for providing advice in connection with the subject matter of this Document.
The statements contained in this Document are not to be construed as legal,
business, financial or tax advice. If you are in any doubt about the contents
of this document, you should consult your own legal adviser, financial adviser
or tax adviser for legal, business, financial or tax advice.

 

WH Ireland, which is regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively for Egdon and no one else in connection
with the matters referred to in this announcement and will not be responsible
to anyone other than Egdon for providing the protections afforded to clients
of WH Ireland, or for providing advice in relation to the matters referred to
in this announcement.

 

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