REG - Egdon Resources PLC - Results of General and Court Meetings

Egdon ResourcesAnnouncement

03/07/2023 12:15

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RNS Number : 7713E  Egdon Resources PLC  03 July 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

Results of General and Court Meetings

 

 

On 8 June 2023, Egdon announced the publication and posting of the Scheme
Document regarding 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").

 

Egdon is pleased to announce that at the Court Meeting and the General
Meeting, each convened in relation to the proposed Scheme and held earlier
today, approval of the relevant resolutions at each meeting was obtained.

 

The Scheme is subject to further conditions outlined in the Scheme Document,
including satisfaction of the NSTA Condition (as defined in the Scheme
Document) to the Acquisition.

 

Details of the resolutions passed are set out in the notices of the Court
Meeting and General Meeting of the Scheme Document, which are 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) .

 

The total number of Egdon Shares in issue at the Voting Record Time
was 544,233,031. Scheme Shareholders were entitled to one vote per Scheme
Share held at the Voting Record Time at the Court Meeting and Egdon
Shareholders were entitled to one vote per Egdon Share held at the Voting
Record Time at the General Meeting.

 

The detailed voting results in relation to the Court Meeting and the General
Meeting are summarised below and this announcement will be posted on Egdon's
website at https://www.egdon-resources.com/investors-2/disclaimer
(https://www.egdon-resources.com/investors-2/disclaimer) .

Voting results of the Court Meeting

At the Court Meeting, a majority in number of Scheme Shareholders who voted
(either in person or by proxy), representing 94.74 per cent. by value of
those Scheme Shares voted, voted in favour of the resolution to approve the
Scheme. The resolution proposed at the Court Meeting was passed on a poll
vote. Details of the votes cast are as follows:

 Results of the Court Meeting  Number of Scheme Shares voted  % of Scheme Shares voted  Number of Scheme Shareholders who voted  % of Scheme Shareholders who voted  Number of Scheme Shares voted as a % of the issued share capital entitled to
                                                                                                                                                                     vote on the Scheme
 For                           116,815,858                    94.74                     67                                       75.28                               38.14
 Against                       6,480,679                      5.26                      22                                       24.72                               2.12
 Total                         123,296,537                    100                       89                                       100                                 40.25

 

Voting results of the General Meeting

At the General Meeting, the special resolution relating to the implementation
of the Scheme, by approving the adoption of amended articles of association
for Egdon, was duly passed on a poll vote. The results are detailed as
follows:

 Results of the General Meeting  Number of Egdon Shares voted  % of Egdon Shares voted
 For*                            357,790,926                   97.68
 Against                         8,482,801                     2.32
 Total                           366,273,727                   100
 Withheld**                      106,948                       -

 

* Includes discretionary votes.

** A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes 'For' or 'Against' the special resolution.

Please note that certain of the percentages set out in the tables above have
been rounded. As a result of such rounding, the totals of percentages
presented in these totals may vary slightly from the actual arithmetical
totals of such percentages.

Next Steps

The Offer remains subject to the satisfaction or (where capable of being
waived) waiver of the other Conditions to the Offer as set out in the Scheme
Document, including NSTA approval, the Court sanctioning the Scheme at the
Court Sanction Hearing, and the delivery of a copy of the Court Order to the
Registrar of Companies.

Egdon will in due course announce an update on the proposed Acquisition and
expected Scheme timetable of principal events.

 

Mark Abbott, Chief Executive of Egdon, commented:

"I would like to thank our shareholders for their support in passing the
resolutions to approve and implement the Acquisition by Petrichor. We will now
focus on the remaining Conditions to be satisfied, including seeking approval
from the NSTA, prior to the Court Hearing to sanction the Acquisition. We will
update our shareholders as soon as we have any further information in this
regard."

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)

 

 

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.

 

 

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