REG - Egdon Resources PLC - Satisfaction of NSTA Condition

Egdon ResourcesAnnouncement

29/08/2023 07:00

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RNS Number : 5418K  Egdon Resources PLC  29 August 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")

Satisfaction of North Sea Transition Authority Condition

 

Egdon is pleased to provide an update on the 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"), to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act (the "Scheme").

 

On 3 July 2023, Egdon announced that the Scheme had been approved by the
requisite majority of Scheme Shareholders at the Court Meeting held on that
date and that the Special Resolution relating to the implementation of the
Scheme had been approved by the requisite majority of Egdon Shareholders at
the General Meeting also held on that date.

 

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.

 

Egdon is pleased to announce that following receipt by Petrichor of the NSTA's
Comfort Letter in relation to the Acquisition, Petrichor has confirmed that
the NSTA Condition has now been satisfied.

 

Next steps and timetable

 

The Acquisition remains subject to the satisfaction or (where capable of being
waived) waiver of the other Conditions to the Acquisition as set out in Part 3
of the Scheme Document.

 

The Sanction Hearing is expected to take place on 12 September 2023, with the
Scheme Record Time occurring at 6.00 p.m. on the following Business Day.
 Accordingly, the last day of dealings in, and for registration of transfers
of, Egdon Shares is expected to be 13 September 2023.

 

Subject to the Court approving the Scheme and the Court Order being duly
delivered to the Registrar of Companies, it is anticipated that the Scheme
will become Effective on 14 September 2023. If the Court sanctions the Scheme,
it is intended that cancellation of the admission to trading of Egdon Shares
on AIM will take effect from 7.00 a.m. on 15 September 2023.  Accordingly, it
is intended that dealings in Egdon Shares will be suspended with effect from
7.30 a.m. on 14 September 2023.

 

If the Scheme becomes Effective on 14 September 2023, the last date for
payment of the Consideration to Scheme Shareholders will be 28 September 2023.

 

The Long Stop Date for the Scheme is 31 December 2023.

 

 

 

 12 September 2023               Sanction hearing
 8 a.m. on 13 September 2023     Egdon Shares to be issued pursuant to existing options and warrants issued and
                                 admitted to trading on AIM
 6 p.m. on 13 September 2023     Scheme record time
 7:30 a.m. on 14 September 2023  Suspension of dealings
 14 September 2023               Effective Date of Scheme
 15 September 2023               Cancellation of admission

 

These dates are indicative only and will depend, amongst other things, on the
date on which the Court sanctions the Scheme. If the expected dates change,
Egdon will give notice of the changes in an announcement through a Regulatory
Information Service.

 

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)

 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
 WH Ireland Limited                                            Tel +44 020 7220 1666

 Financial Adviser & Joint Broker

 Antonio Bossi and James Bavister

 

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.

 

 

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