REG - Egdon Resources PLC - Publication and posting of the Scheme Document

Egdon ResourcesAnnouncement

08/06/2023 09:30

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RNS Number : 1076C  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" or "the Company")

by

PETRICHOR PARTNERS, LP ("Petrichor")

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Publication and posting of the Scheme Document

 

The Company announced on 17 May 2023 that it had reached agreement with
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").  The Acquisition will be effected by a scheme of arrangement
under Part 26 of the Companies Act 2006 and therefore be subject to
shareholder approval and Court approval (and certain conditions and terms
which are set out in the Scheme Document).

 

Egdon and Petrichor are pleased to announce that the Scheme Document, together
with the related Forms of Proxy, are being posted, or made available, today to
Egdon Shareholders and, for information purposes only, to persons with
information rights, those holding options over Egdon Shares and the holder of
Warrants. The Scheme Document contains, amongst other things, a letter from
the Chairman of Egdon, the full terms and conditions of the Scheme, an
explanatory statement in compliance with section 897 of the Companies Act
2006, formal notices convening the Court Meeting and the General Meeting, an
expected timetable of principal events and details of the action to be taken
by Egdon Shareholders.

 

Copies of this announcement and the Scheme Document will be available for
viewing on Egdon's website at www.egdon-resources.com/investors-2/disclaimer
(http://www.egdon-resources.com/investors-2/disclaimer) and Petrichor's
website at www.heycoenergy.com/petrichor-partners
(http://www.heycoenergy.com/petrichor-partners)  for a period up to and
including the Effective Date or the date the Scheme lapses or is withdrawn,
whichever is earlier.

 

Defined terms used in this announcement shall, unless otherwise stated, have
the same meanings as set out in the Scheme Document.

 

Notices of the Court Meeting and General Meeting

 

As described in the Scheme Document, the Acquisition will be conditional upon
the Scheme becoming unconditional and becoming Effective. This requires,
amongst other things: (i) approval by a majority in number representing not
less than 75 per cent. in value of Scheme Shareholders (being all Shareholders
other than Petrichor) who are on the register of members of Egdon (or the
relevant class or classes thereof) at the Voting Record Time, (ii) Egdon
Shareholders passing the Special Resolution to be proposed at the General
Meeting; and (iii) the Scheme being sanctioned by the Court. The Scheme is
subject to further conditions outlined in the Scheme Document.

 

One of the conditions to the Scheme becoming Effective is written confirmation
from the North Sea Transition Authority informing Petrichor that it does not
intend, as a consequence of the Acquisition, to revoke any of the relevant
licences or to require a further change of control of Egdon under any of the
relevant licences.

 

The Egdon Directors, who have been so advised by VSA Capital as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing their financial advice to the Egdon
Directors, VSA Capital has taken into account the commercial assessments of
the Egdon Directors. VSA Capital is providing independent financial advice to
the Egdon Directors for the purposes of Rule 3 of the Code.

 

Harbour Energy and Union Jack Oil (as major Shareholders in Egdon) provided
irrevocable undertakings to vote in favour of the Scheme at the General
Meeting, thereby confirming their support for the Acquisition. In aggregate,
this totals 62,733,333 Egdon Shares, representing approximately 11.53 per
cent. of the ordinary

share capital of Egdon in issue and approximately 20.50 per cent. of the
voting rights of the Scheme Shares on 16 May 2023 (being the last Business Day
before the commencement of the Offer Period).

 

The Egdon Directors have unanimously recommended that Scheme Shareholders vote
in favour of the Scheme at the Court Meeting and that Egdon Shareholders vote
in favour of the Special Resolution to be proposed at the General Meeting as
the Egdon Directors who hold Egdon Shares have irrevocably undertaken to do in
respect of their own beneficial holdings of 14,648,773 Egdon Shares in
aggregate, representing approximately 2.69 per cent. of Egdon's issued share
capital and approximately 4.79 per cent. of the voting rights of the Scheme
Shares on 16 May 2023 (being the last Business Day before the date of this
announcement).

 

In total, therefore, Petrichor has received irrevocable undertakings,
including those irrevocable undertakings from the Egdon Directors who own
Egdon Shares, in respect of, in aggregate, 77,382,106 Egdon Shares,
representing approximately 14.23 per cent. of the issued ordinary share
capital and approximately 25.28 per cent. of the voting rights of the Scheme
Shares of Egdon on 16 May 2023 (being the last Business Day before the
commencement of the Offer Period).

 

IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARE
CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR REPRESENTATION OF
SHAREHOLDER OPINION. EGDON SHAREHOLDERS ARE THEREFORE STRONGLY URGED TO
COMPLETE, SIGN AND RETURN BOTH FORMS OF PROXY OR, ALTERNATIVELY, APPOINT A
PROXY ONLINE OR ELECTRONICALLY THROUGH CREST OR POST BY HAND AS SOON AS
POSSIBLE.

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on Egdon's and Petrichor's current
expected dates for the implementation of the Scheme and is subject to change.
If any of the dates and/or times in this expected timetable change, the
revised dates and/or times will be notified to Egdon Shareholders by
announcement through a Regulatory Information Service.

 Event                                                                                                            Time/date ((1))
 Publication of the Scheme Document                                                                               8 June 2023
 Latest time for lodging Forms of Proxy for the:

 Court Meeting                                                                                                    10:30 a.m. on 29 June 2023 ((2))

 General Meeting                                                                                                  10:45 a.m. on 29 June 2023 ((3))
 Voting Record Time for the Court Meeting and the General Meeting                                                  6:00 p.m. on 29 June 2023 ((4))
 Court Meeting                                                                                                    10:30 a.m. on 3 July 2023
 General Meeting                                                                                                  10:45 a.m. on 3 July 2023 ((5))
 The following times and dates associated with the Scheme are indicative only
 and subject to change, the precise timings will depend, among other things, on
 the date upon which regulatory (and other) Conditions to the Scheme are
 satisfied or, if capable of waiver, waived and on the date on which the Court
 sanctions the Scheme. Egdon will give notice of the change(s) by issuing an
 announcement through a Regulatory Information Service and, if required by the
 Panel, post notice of the change(s) to Egdon Shareholders and persons with
 information rights. The timetable is also dependent on the date on which the
 Court Order sanctioning the Scheme is delivered to the Registrar of Companies.
 Sanction Hearing                                                              A date expected to fall during the third quarter of 2023 (T)((6))
 Last day of dealings in, and for the registration of transfers of, and         T+1 Business Day
 disablement in CREST of, Egdon Shares

 Scheme Record Time                                                            6:00 p.m. on T+1 Business Day
 Suspension of admission to trading of, and dealings in, Egdon Shares on AIM   by 7:30 a.m. on T + 2 Business Days

 Effective Date of the Scheme ((7))                                            T + 2 Business Days

 Cancellation of Egdon Shares from AIM                                         by 7:00 a.m. on T + 3 Business Days

 Latest date for despatch of cheques, crediting of CREST accounts and
 processing electronic transfers for Cash Consideration due under the Scheme

                                                                             within 14 days

of the Effective Date
 Long Stop Date

                                                                               31 December 2023 ((8))

 

 (1)       The dates and times given are indicative only and are based
on current expectations and are subject to change. References to times are to
London, United Kingdom time unless otherwise stated. If any of the times
and/or dates above change, the revised times and/or dates will be notified to
Egdon Shareholders by announcement through a Regulatory Information Service.
Participants in the Egdon Share Plan and Warrant Holders will be contacted
separately on or around the date of the Scheme Document to inform them of the
effect of the Scheme on their rights under the Egdon Share Plan and the
Warrant Instrument and relevant Warrant Certificate (as applicable), including
details of any appropriate proposals being made and dates and times relevant
to them.

(2)        It is requested that Forms of Proxy for the Court Meeting be
lodged by 10:30 a.m. on 29 June 2023 or, if the Court Meeting is adjourned, by
no later than 48 hours prior to the time fixed for any adjourned Court Meeting
(excluding any part of such 48-hour period falling on a non-working day).
Forms of Proxy not so lodged can be handed to the Chairman of the Court
Meeting (or a representative of Neville Registrars at the Court Meeting on
behalf of the Chairman) any time prior to the commencement of the Court
Meeting or any adjournment thereof.

(3)        In order to be valid, Forms of Proxy for the General Meeting
must be received by 10:45 a.m. on 29 June 2023 or, if the General Meeting is
adjourned, 48 hours prior to the time appointed for the General Meeting
(excluding any part of such 48-hour period falling on a non-working day).

(4)        If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned Meeting will be
6:00 p.m. on the day which is two Business Days prior to the date of the
adjourned Meeting.

(5)        To commence at 10:45 a.m. on 3 July 2023 or as soon
thereafter as the Court Meeting shall have concluded or been adjourned.

(6)        Subject to satisfaction of certain regulatory conditions.

(7)        The Scheme shall become Effective as soon as a copy of the
Court Order has been delivered to the Registrar of Companies.

(8)        This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such later date as
Petrichor and Egdon may agree with the Panel and (if required) the Court may
allow.

 

Results of Meetings

 

The results of the Meetings will be announced through a Regulatory Information
Service and published on Egdon's website as soon as reasonably practicable
following the conclusion of the General Meeting.

 

Shareholder Helpline

 

If you have any questions about this announcement, the Court Meeting, the
General Meeting, how to submit your proxies online or how to complete the
Forms of Proxy, please call the Receiving Agent, Neville Registrars, during
business hours on +44 (0)121 585 1131 (from within the United Kingdom) or
submit a request in writing to Neville Registrars, Neville House, Steelpark
Road, Halesowen, West Midlands B62 8HD. Calls to this number are charged at
network providers' standard rate and maybe included within free allowances
(please check with your network provider). Calls outside the United Kingdom
will be charged at the applicable international rate.

 

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 announcement 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 announcement. 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 announcement, any statement
contained in this announcement or otherwise. VSA Capital has given, and not
withdrawn, its consent to the inclusion of its advice in this announcement 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 announcement. 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
announcement. The statements contained in this announcement are not to be
construed as legal, business, financial or tax advice. If you are in any doubt
about the contents of this announcement, 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.

 

If you are in any doubt as to the contents of this announcement or the action
you should take, you are recommended to seek your own financial advice
immediately from your stockbroker, bank manager, accountant or other
independent financial adviser authorised under the Financial Services and
Markets Act 2000, if you are in the United Kingdom, or from another
appropriately authorised independent financial adviser if you are taking
advice in a territory outside the United Kingdom.

 

Overseas Shareholders

 

The release, publication or distribution of this announcement in or into
jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are not resident in the United Kingdom or who are
subject to the laws of any jurisdiction other than the United Kingdom
(including Restricted Jurisdictions) should inform themselves about, and
observe, any applicable legal or regulatory requirements. In particular, the
ability of persons who are not resident in the United Kingdom or who are
subject to the laws of another jurisdiction to vote their Egdon Shares in
respect of the Scheme at the Court Meeting, or to execute and deliver Forms of
Proxy appointing another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they are located
or to which they are subject. Any failure to comply with applicable legal or
regulatory requirements of any jurisdiction may constitute a violation of
securities laws in that jurisdiction.

 

It is the responsibility of each Overseas Shareholder to obtain any
governmental, exchange, control or other consent which may be required, or to
ensure compliance with other necessary formalities which are required to be
obtained and the payment of any issue, transfer or other taxes due in such
jurisdiction.

 

Unless otherwise determined by Egdon and Petrichor or required by the Code,
and permitted by applicable law and regulation, the Acquisition will not be
made, directly or indirectly, in or into or by use of the mails or any other
means or instrumentality (including, without limitation, telephonic or
electronic) of interstate or foreign commerce of, or any facility of a
national, state or other securities exchange of, a Restricted Jurisdiction,
and the Acquisition will not be capable of acceptance by any such use, means,
instrumentality or facility or from within a Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent (in whole or in part) in or into or
from any Restricted Jurisdiction or any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction and persons receiving
such documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them (in whole or in part) in or into or
from any Restricted Jurisdiction. Doing so may render invalid any related
purported vote in respect of the Acquisition. If the Acquisition is
implemented (with the consent of the Panel) by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation or unless otherwise
determined by Egdon and Petrichor), the Takeover Offer may not be made
directly or indirectly, in or into, or by the use of mail or any means or
instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of
any Restricted Jurisdiction and the Takeover Offer may not be capable of
acceptance by any means of instrumentality or facilities.

 

The Acquisition is subject to the applicable requirements of the Code, the
Panel, the London Stock Exchange, the AIM Rules and the FCA. As a result,
information included here may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws
of another jurisdiction.

 

Notice to US investors in Egdon

US holders of Egdon Shares should note that the Acquisition relates to the
shares of an English company with a listing on AIM and is being made by means
of a scheme of arrangement provided for under English company law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure and procedural
requirements and practices applicable in the United Kingdom to schemes of
arrangement which differ from the disclosure requirements of United States
tender offer and proxy solicitation rules.

 

The financial information included in this announcement (or, if the
Acquisition is implemented by way of a Takeover Offer, the Offer Document) has
been or will have been prepared in accordance with accounting standards
applicable in the United Kingdom and thus may not be comparable to the
financial information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting principles in
the United States.

 

However, if, in the future, Petrichor exercises the right to implement the
Acquisition by way of a Takeover Offer and determines to extend the offer into
the United States, the Takeover Offer will be made in compliance with
applicable United States tender offer and securities laws and regulations
including Section 14(e) of the US Exchange Act and Regulation 14E thereunder.

 

The receipt of cash pursuant to the Acquisition by a US holder of Egdon Shares
as consideration for the transfer of its Scheme Shares pursuant to the Scheme
may be a taxable transaction for US federal income tax purposes and under
applicable US state and local, as well as foreign and other, tax laws. The US
tax consequences of the Acquisition, if any, are not described herein.  Each
Egdon Shareholder is therefore urged to consult with legal, tax and financial
advisers in connection with making a decision regarding the Acquisition.

 

It may be difficult for US holders of Egdon Shares to enforce their rights and
any claims arising out of US federal laws, since Egdon is located in a non-US
jurisdiction, and some or all of its officers and directors may be residents
of a non-US jurisdiction. US holders of Egdon Shares may not be able to sue a
non-US company or its officers or directors in a non-US court for violations
of US securities laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's judgement.

 

To the extent permitted by applicable law, in accordance with normal UK
practice and pursuant to Rule 14e-5(b) of the US Exchange Act, in the event it
becomes applicable, Petrichor, certain affiliated companies and their nominees
or brokers (acting as agents), may from time to time make certain purchases
of, or arrangements to purchase, Egdon Shares outside of the US, other than
pursuant to the Acquisition, until the date on which the Acquisition and/or
Scheme becomes Effective, lapses or is otherwise withdrawn. Any such purchases
by Petrichor or its affiliated companies will not be made at prices higher
than the Cash Consideration provided in the Scheme Document unless the Cash
Consideration is increased accordingly. Also, in accordance with Rule 14e-5(b)
of the US Exchange Act, in the event it becomes applicable, VSA Capital will
continue to act as an exempt principal trader in Egdon Shares on the London
Stock Exchange. If such purchases or arrangements to purchase were to be made,
they would occur either in the open market at prevailing prices or in private
transactions at negotiated prices and comply with applicable law, including
the US Exchange Act. Any information about such purchases will be disclosed as
required in the UK, will be reported to the Regulatory News Service of the
London Stock Exchange and will be available on the London Stock Exchange
website at www.londonstockexchange.com (http://www.londonstockexchange.com) .

 

Neither the US Securities and Exchange Commission nor any US state securities
commission has approved or disapproved of the Acquisition or determined if
this announcement is accurate or complete. Any representation to the contrary
is a criminal offence in the United States.

 

Forward-Looking Statements

This announcement (including information incorporated by reference into this
announcement), oral statements made regarding the Acquisition, and other
information published by Petrichor and Egdon contain statements which are, or
may be deemed to be, "forward-looking statements". Forward-looking statements
are prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of Petrichor and Egdon
about future events and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.

 

The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on Petrichor
and Egdon, the expected timing and scope of the Acquisition and other
statements other than historical facts. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words such as
"plans", "expects" or "does not expect", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "intends", "anticipates",
"does not anticipate", "believes" or variations of such words and phrases or
statements that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Although Petrichor
and Egdon believe that the expectations reflected in such forward-looking
statements are reasonable, Petrichor and Egdon can give no assurance that such
expectations will prove to be correct. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future.

 

There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite regulatory and
shareholder approvals and the satisfaction of other Conditions on the proposed
terms; changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future exchange
and interest rates; changes in tax rates; future business combinations or
disposals; changes in general economic and business conditions; changes in the
behaviour of other market participants; the anticipated benefits from the
Acquisition not being realised as a result of changes in general economic and
market conditions in the countries in which Petrichor and Egdon operate; weak,
volatile or illiquid capital and/or credit markets; changes in the degree of
competition in the geographic and business areas in which Petrichor and Egdon
operate; and changes in laws or in supervisory expectations or requirements.
Other unknown or unpredictable factors could cause actual results to differ
materially from those expected, estimated or projected in the forward-looking
statements. If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions proves incorrect, actual results may
differ materially from those expected, estimated or projected. Such
forward-looking statements should therefore be construed in the light of such
factors.

 

Neither Petrichor nor Egdon, nor any of their respective associates or
directors, officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually occur. Given the
risks and uncertainties, you are cautioned not to place any reliance on these
forward-looking statements. Other than in accordance with their legal or
regulatory obligations, neither Petrichor nor Egdon is under any obligation,
and Petrichor and Egdon expressly disclaim any intention or obligation, to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

 

Disclosure requirements of the Code

 

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in
one per cent. or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror, save to the extent
that these details have previously been disclosed under Rule 8 of the Code. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3:30 pm (London time) on the Business Day following the date of the
relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3 of the Code.

 

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures have been made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

 

Publication on a website

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available, subject to certain restrictions relating to persons resident
in Restricted Jurisdictions, on Egdon's website at
www.egdon-resources.com/investors-2/disclaimer and Petrichor's website at
www.heycoenergy.com/petrichor-partners by no later than 12:00 noon (London
time) on the first Business Day following the date of this announcement. For
the avoidance of doubt, neither the contents of these websites nor the
contents of any websites accessible from any hyperlinks is incorporated into
or forms part of this announcement.

 

No profit forecasts, estimates or quantified benefits statements

 

No statement in this announcement is intended as a profit forecast or estimate
for any period or a quantified financial benefits statement and no statement
in this announcement should be interpreted to mean that earnings or earnings
per share, for Petrichor or Egdon, respectively for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per ordinary share for Petrichor or Egdon, respectively.

 

Right to switch to an Offer

 

Petrichor reserves the right to elect (with the consent of the Panel, as
applicable) to implement the Acquisition by way of an Offer for the entire
issued and to be issued share capital of Egdon as an alternative to the
Scheme. In such an event, the Offer will be implemented on the same terms
(subject to appropriate amendments), so far as applicable, as those which
would apply to the Scheme and subject to the amendments referred to in section
11.6 of Part 2 (Explanatory Statement) of the Scheme Document.

 

Requesting hard copy documents

 

In accordance with Rule 30.3 of the Code, Egdon Shareholders may request a
hard copy of this announcement (and any information incorporated by reference
in this announcement), free of charge, by contacting the Receiving Agent,
Neville Registrars, during business hours on +44 (0)121 585 1131 (from within
the United Kingdom) or by submitting a request in writing to Neville
Registrars, Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD.
Calls to this number are charged at network providers' standard rate and may
be included within free allowances (please check with your network provider).
Calls outside the United Kingdom will be charged at the applicable
international rate. Lines will be open between 9:00 am and 5:00 pm, Monday to
Friday, excluding public holidays in England and Wales. For persons who
receive a copy of this announcement in electronic form or via a website
notification, a hard copy of this announcement will not be sent unless so
requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.

 

Information relating to Egdon Shareholders

 

Please be aware that addresses, electronic addresses and certain other
information provided by Egdon Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Egdon may be
provided to Petrichor during the Offer Period as required under Section 4 of
Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.

 

Rounding

 

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of figures that precede them.

 

General

 

If the Acquisition is effected by way of an Offer, and such an Offer becomes
or is declared unconditional and sufficient acceptances are received,
Petrichor intends to exercise its rights to apply the provisions of Chapter 3
of Part 28 of the Companies Act so as to acquire compulsorily the remaining
Egdon Shares in respect of which the Offer has not been accepted.

 

Investors should be aware that Petrichor may purchase Egdon Shares otherwise
than under any Offer or the Scheme, including pursuant to privately negotiated
purchases.

 

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.

 

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