REG - Egdon Resources PLC - Rule 2.9 Amended Announcement

Egdon ResourcesAnnouncement

13/09/2023 08:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230913:nRSM3003Ma&default-theme=true

RNS Number : 3003M  Egdon Resources PLC  13 September 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 ("Company")

by

PETRICHOR PARTNERS, LP ("Petrichor")

Rule 2.9 Amended Announcement - Relevant Securities in Issue Update

 

The Company announced that, following the Court sanctioning the Scheme
relating to the recommended cash offer by Petrichor today, an application was
made for admission to trading on AIM ("Admission") of 21,134,000 new ordinary
shares of £0.01 each in the Company ("New Ordinary Shares"). The New Ordinary
Shares will be issued pursuant to the exercise of Options and Warrants in
accordance with proposals made to the holders of those Options and Warrants
pursuant to Rule 15 of the Code, as described in the scheme document published
in relation to the Acquisition (the "Scheme Document") and it was expected
that the New Ordinary Shares were to be admitted to trading at 8am on 13
September 2023.

 

For administrative reasons, it is now expected that the Admission will take
place at 8am on 14 September 2023. An amended timetable for the Acquisition is
set out in this announcement.

 

Amended notifications by the PDMRs of the Company in accordance with the UK
Market Abuse Regulation are set out in the Appendix to this announcement.

In accordance with Rule 2.9 of the City Code on Takeovers and Mergers, the
Company announces that, following Admission, it will have 565,367,031 ordinary
shares in issue.

 

Shareholders in the Company may use this figure as the denominator for the
calculation, by which they would determine if they are required to notify
their interest in, or a change to their interest in, the share capital of the
Company under the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.

 

There are still 26,524,000 outstanding Warrants for the issue of ordinary
shares. These are held by Petrichor and will not be exercised ahead of the
Scheme Effective Date.

 

Amended Scheme Timetable

 

The expected amended timetable is set out below:

 

 Scheme Record Time                                                           6.00pm on 14 September 2023
 Last day of dealings in, and for registration of transfers of, Egdon Shares  14 September 2023
 Effective Date of the Scheme                                                 15 September 2023
 Suspension of Dealings                                                       7:30am on 15 September 2023
 Last Date for Payment of Consideration to Scheme Shareholders                29 September 2023

 

The International Securities Identification Number (ISIN) of Egdon's ordinary
shares is GB00B28YML29.

 

Capitalised terms used in this announcement, unless otherwise defined, have
the same meanings as set out in the Scheme Document, a copy of which is
available, subject to certain restrictions relating to persons in Restricted
Jurisdictions, on the Company's website.

 

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 and James Bavister

 

 

Appendix

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them

 

 1    Details of the person discharging managerial responsibilities/person closely
      associated
 a)   Name                                                           Mark Abbott
 2    Reason for the notification
 a)   Position/status                                                Chief Executive Officer
 b)   Initial notification /Amendment                                Initial Notification
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                           Egdon Resources Plc
 b)   LEI                                                            213800WWGH4S9GYSPL77
 4    Details of the transaction(s): section to be repeated for (i) each type of
      instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument    Ordinary Shares

      Identification code

                                                                     GB00B28YML29
 b)   Nature of the transaction                                      Exercise of Options and Warrants
 c)   Price(s) and volume(s)

Date               Security  Exercise Price(s)  Volume(s)
                                                                     14 September 2023  Option    £0.0225            4,444,444
                                                                     14 September 2023  Warrant   £0.0250            800,000

 

 d)   Aggregated information:

      Aggregated volume                                              5,244,444 Ordinary Shares

      Aggregated total                                               £119,999.99

      Aggregated price                                               £0.0229
 e)   Date of the transaction                                        14 September 2023
 f)   Place of the transaction                                       London Stock Exchange

 

 

d)

 

Aggregated information:

Aggregated volume

Aggregated total

Aggregated price

 

5,244,444 Ordinary Shares

£119,999.99

£0.0229

e)

Date of the transaction

14 September 2023

f)

Place of the transaction

London Stock Exchange

 

 

 1    Details of the person discharging managerial responsibilities/person closely
      associated
 a)   Name                                                           Martin Durham
 2    Reason for the notification
 a)   Position/status                                                Technical Director
 b)   Initial notification /Amendment                                Initial Notification
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                           Egdon Resources Plc
 b)   LEI                                                            213800WWGH4S9GYSPL77
 4    Details of the transaction(s): section to be repeated for (i) each type of
      instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument    Ordinary Shares

      Identification code

                                                                     GB00B28YML29
 b)   Nature of the transaction                                      Exercise of Options and Warrants
 c)   Price(s) and volume(s)

Date               Security  Exercise Price(s)  Volume(s)
                                                                     14 September 2023  Option    £0.0225            3,555,556
                                                                     14 September 2023  Warrant   £0.0250            100,000

 

 d)   Aggregated information:

      Aggregated volume                                              3,655,556 Ordinary Shares

      Aggregated total                                               £82,500.01

      Aggregated price                                               £0.0226
 e)   Date of the transaction                                        14 September 2023
 f)   Place of the transaction                                       London Stock Exchange

 

 

d)

 

Aggregated information:

Aggregated volume

Aggregated total

Aggregated price

 

3,655,556 Ordinary Shares

£82,500.01

£0.0226

e)

Date of the transaction

14 September 2023

f)

Place of the transaction

London Stock Exchange

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  RTTEAXNDFESDEEA