REG - Egdon Resources PLC - Significant Shareholders,Takeover Panel Waiver,TR1
01/07/2022 12:15
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220701:nRSA0447Ra&default-theme=true
RNS Number : 0447R Egdon Resources PLC 01 July 2022
1 July 2022
EGDON RESOURCES PLC
("Egdon" or "the Company")
Significant Shareholders and Concert Party - Relevant Changes
Waiver by the Takeover Panel
Associated TR-1 Forms
Egdon Resources plc (AIM:EDR) was notified on30 June 2022 that as a result of
transactions which took place on 24 June 2022, the shareholdings held by
Petrichor Holdings Cooperatief U.A.("Petrichor") and other members of the
Concert Party have now been transferred to Petrichor Partners LP ("PPL") as
the registered holder of the 237,924,452 Ordinary Shares in Egdon representing
46.04 per cent of the issued ordinary share capital in Egdon. The
shareholdings held by members of the Concert Party were transferred to PPL at
the Egdon Ordinary Share price at the close of business on 23 June 2022, being
4.35 pence. Under Rule 17 of the AIM Rules for Companies, this change of
registered holding represents a "Relevant Change" requiring announcement.
The resulting PPL shareholding and percentage holding equates to the
shareholding and percentage held by the Concert Party which was announced
following the issue of equity and conversion of Convertible Loan Notes in June
2021.A Whitewash was granted by the Takeover Panel in January 2021 when the
Convertible Loan Notes were issued to members of the Concert Party on the
basis of a fully diluted shareholding of 46.04 per cent.
Background on the Concert Party
VSA Capital Limited, the financial adviser and joint broker to Egdon,
previously wrote to the Takeover Panel in 17 November 2020 and 24 June 2021 on
behalf of Egdon in relation to the Concert Party. The Concert Party is made up
of the following members:-
Concert Party Number of Ordinary Shares in the capital of Egdon ("Ordinary Shares") % of Issued Share Capital(1)
Petrichor Holdings Coöperatief 132,676,245 25.67
U.A. ("PHC")
PPL 89,679,454 17.35
Jalapeno Corporations Holding 15,503,119 3.00
("Jalapeno")
Steven Jackson 65,634 0.01
TOTAL 237,924,452 46.04
(1) Based on the latest information published by Egdon on 31 January 2022.
PHC, a company registered in the Netherlands, is a subsidiary of HEYCO
(registered in Delaware, USA). HEYCO owns over 99% of the share capital of
PHC, and the remaining less than 1% is owned by Petrichor Partners-Delaware,
LP, a limited partnership registered in Delaware, USA. Petrichor
Partners-Delaware, LP is directly and wholly owned by HEYCO.
HEYCO's majority shareholder is Explorers Petroleum Corporation of which
George Yates is the ultimate controller.
PPL is owned by various limited partners and the general partner of PPL is
HEYCO International, Inc. ("HINT"), a 100% wholly owned subsidiary of HEYCO.
The amended and restated partnership agreement dated 11 June 2021 of PPL
entered into between the limited partners ("Partnership Agreement") gives the
general partner the authority to make investment decisions for PPL without the
input of the limited partners.
Jalapeño's President is Harvey E Yates Jr, George Yates' brother.
Steven Jackson is a long-time family friend and business associate of the
Yates family. Steven Jackson is also a limited partner in PPL and a party to
the Partnership Agreement.
Takeover Panel
Petrichor's advisers have approached the Takeover Panel ("Panel") to obtain a
waiver from a potential need to make a general offer for all Egdon Ordinary
Shares not held by them at the price at which the transfer took place. The
basis of this is Note 4 to Rule 9.1 which provides for such relief to be
granted, subject to the Panel's consent, in circumstances where there are
transfers between Concert Party members and the result is not to alter the
practical effect of the existing arrangements. In this case the general
partner will remain Heyco International and the ultimate controller is Heyco,
a Delaware corporation.
Warrants
In July 2021 the Company raised £1.44 million through the issue of
115,228,000 new Ordinary Shares at a price of 1.25 pence per share. In
addition, each two subscription shares were granted a right to subscribe for
one new Ordinary Share at a price of 2.5 pence per share, (a "Warrant"). All
members of the Concert Party were subscribers in July 2021 and were
accordingly issued with Warrants. At the same time as the transfer of the
Concert Party's ordinary shares to PPL, the Concert Party have transferred
their holdings of Warrants to PPL. As a result PPL now holds 26,524,000
Warrants. At the date hereof 49,299,000 Warrants remain outstanding and are
exercisable at any time until 23 July 2023.
TR-1 Forms follow below
For further information please contact:
Egdon Resources plc
Mark Abbott, Martin
Durham
01256 702 292
Buchanan
Ben Romney, Jon
Krinks
020 7466 5000
Nominated Adviser & Joint Broker - WH Ireland
Limited
Chris Hardie, Megan
Liddell
020 7220 1666
Joint Broker & Financial Advisors - VSA Capital Limited
Andrew Monk (Corporate
Broking)
020 3005 5000
Andrew Raca (Corporate Finance)
This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information Service,
this inside information is now considered to be in the public domain.
Notes to Editors:
Egdon Resources plc (LSE: EDR) is an established exploration and production
company focused on the hydrocarbon-producing basins of the onshore UK.
Egdon holds interests in 39 licences in the UK and has an active programme of
exploration, appraisal and development within its portfolio of oil and gas
assets. Egdon is an approved operator in the UK. Egdon was formed in 1997
and listed on AIM in December 2004.
Shareholdings in PPL
After Consolidation Final Shares Allocation % of PPLP Owned
General Partner
HEYCO International (HINT) 0.00%
Limited Partners
HEYCO International (HINT) 134,402,514 56.49%
Jalapeno Corporation 15,503,119 6.52%
Rance Miles 21,601,634 9.08%
Donald DeJong 21,601,634 9.08%
Eris West Trust 13,091,881 5.50%
William Webber 13,091,881 5.50%
George O'Connor 9,818,911 4.13%
Per Juvkam-Wold 1,963,787 0.83%
Lauren Yates 1,963,787 0.83%
King Crow 1,546,701 0.65%
Steven Jackson 3,338,604 1.40%
Total PPLP 237,924,452 100.00%
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the
FCA in Microsoft Word format if possible)
1a. Identity of the issuer or the underlying issuer of existing shares to Egdon Resources plc
which voting rights are attached :
1b. Please indicate if the issuer is a non-UK issuer (please mark with an
"X" if appropriate)
2. Reason for the notification (please mark the appropriate box or boxes with
an "X")
An acquisition or disposal of voting rights X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) :
3. Details of person subject to the notification obligation
Name Jalapeno Corporation
City and country of registered office (if applicable) Nevada, United States of America
4. Full name of shareholder(s) (if different from 3.)
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached : June 24, 2022
6. Date on which issuer notified (DD/MM/YYYY): June 24, 2022
7. Total positions of person(s) subject to the notification obligation
% of voting rights attached to shares (total of 8. A) % of voting rights through financial instruments Total of both in % (8.A + 8.B) Total number of voting rights held in issuer (8.A + 8.B)
(total of 8.B 1 + 8.B 2)
Resulting situation on the date on which threshold was crossed or reached Less than 3% Less than 3% Less than 3% Less than 3%
Position of previous notification (if 3% 3%
applicable)
8. Notified details of the resulting situation on the date on which the
threshold was crossed or reached
A: Voting rights attached to shares
Class/type of Number of voting rights % of voting rights
shares
ISIN code (if possible)
Direct Indirect Direct Indirect
(DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
SUBTOTAL 8. A Less than 3% Less than 3%
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument Expiration Exercise/ Number of voting rights that may be acquired if the instrument is % of voting rights
date
Conversion Period
exercised/converted.
SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R
(1) (b)
Type of financial instrument Expiration Exercise/ Physical or cash Number of voting rights % of voting rights
date
Conversion Period
Settlement
SUBTOTAL 8.B.2
9. Information in relation to the person subject to the notification
obligation (please mark the
applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural
person or legal entity and does not control any other undertaking(s) holding
directly or indirectly an interest in the (underlying) issuer
Full chain of controlled undertakings through which the voting rights and/or X
the
financial instruments are effectively held starting with the ultimate
controlling natural person or legal entity (please add additional rows as
necessary)
Name % of voting rights if it equals or is higher than the notifiable threshold % of voting rights through financial instruments if it equals or is higher Total of both if it equals or is higher than the notifiable threshold
than the notifiable threshold
10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional information
Place of completion Dallas, Texas, United States of America
Date of completion June 30, 2022
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the
FCA in Microsoft Word format if possible)
1a. Identity of the issuer or the underlying issuer of existing shares to Egdon Resources plc
which voting rights are attached :
1b. Please indicate if the issuer is a non-UK issuer (please mark with an
"X" if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with
an "X")
An acquisition or disposal of voting rights X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) :
3. Details of person subject to the notification obligation
Name Petrichor Holdings Cooperatief
City and country of registered office (if applicable) Amsterdam, the Netherlands
4. Full name of shareholder(s) (if different from 3.)
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached : June 24, 2022
6. Date on which issuer notified (DD/MM/YYYY): June 24, 2022
7. Total positions of person(s) subject to the notification obligation
% of voting rights attached to shares (total of 8. A) % of voting rights through financial instruments Total of both in % (8.A + 8.B) Total number of voting rights held in issuer (8.A + 8.B)
(total of 8.B 1 + 8.B 2)
Resulting situation on the date on which threshold was crossed or reached Less than 3% Less than 3% Less than 3% Less than 3%
Position of previous notification (if 25.67% 25.67%
applicable)
8. Notified details of the resulting situation on the date on which the
threshold was crossed or reached
A: Voting rights attached to shares
Class/type of Number of voting rights % of voting rights
shares
ISIN code (if possible)
Direct Indirect Direct I
n
(DTR5.1) (DTR5.2.1) (DTR5.1) d
i
r
e
c
t
(
D
T
R
5
.
2
.
1
)
SUBTOTAL 8. A
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument Expiration Exercise/ Number of voting rights that may be acquired if the instrument is % of voting rights
date
Conversion Period
exercised/converted.
SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R
(1) (b)
Type of financial instrument Expiration Exercise/ Physical or cash Number of voting rights % of voting rights
date
Conversion Period
Settlement
SUBTOTAL 8.B.2
9. Information in relation to the person subject to the notification
obligation (please mark the
applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural
person or legal entity and does not control any other undertaking(s) holding
directly or indirectly an interest in the (underlying) issuer
Full chain of controlled undertakings through which the voting rights and/or X
the
financial instruments are effectively held starting with the ultimate
controlling natural person or legal entity (please add additional rows as
necessary)
Name % of voting rights if it equals or is higher than the notifiable threshold % of voting rights through financial instruments if it equals or is higher Total of both if it equals or is higher than the notifiable threshold
than the notifiable threshold
10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional information
Place of completion Dallas, Texas, United States of America
Date of completion June 30, 2022
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the
FCA in Microsoft Word format if possible)
1a. Identity of the issuer or the underlying issuer of existing shares to Egdon Resources plc
which voting rights are attached :
1b. Please indicate if the issuer is a non-UK issuer (please mark with an
"X" if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with
an "X")
An acquisition or disposal of voting rights X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) :
3. Details of person subject to the notification obligation
Name Petrichor Partners, LP
City and country of registered office (if applicable) Delaware, United States of America
4. Full name of shareholder(s) (if different from 3.)
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached : June 24, 2022
6. Date on which issuer notified (DD/MM/YYYY): June 24, 2022
7. Total positions of person(s) subject to the notification obligation
% of voting rights attached to shares (total of 8. A) % of voting rights through financial instruments Total of both in % (8.A + 8.B) Total number of voting rights held in issuer (8.A + 8.B)
(total of 8.B 1 + 8.B 2)
Resulting situation on the date on which threshold was crossed or reached 46.03% 46.03% 46.03%
Position of previous notification (if 17.35% 17.35%
applicable)
8. Notified details of the resulting situation on the date on which the
threshold was crossed or reached
A: Voting rights attached to shares
Class/type of Number of voting rights % of voting rights
shares
ISIN code (if possible)
Direct Indirect Direct Indirect
(DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
ordinary 237,924,452 46.03%
SUBTOTAL 8. A 237,924,452 46.03%
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument Expiration Exercise/ Number of voting rights that may be acquired if the instrument is % of voting rights
date
Conversion Period
exercised/converted.
Warrants over Ordinary Shares 23 July 2023 At any time after 26,524,000 Nil
SUBTOTAL 8. B 1 26,524,000 Nil
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R
(1) (b)
Type of financial instrument Expiration Exercise/ Physical or cash Number of voting rights % of voting rights
date
Conversion Period
Settlement
SUBTOTAL 8.B.2
9. Information in relation to the person subject to the notification
obligation (please mark the
applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural
person or legal entity and does not control any other undertaking(s) holding
directly or indirectly an interest in the (underlying) issuer
Full chain of controlled undertakings through which the voting rights and/or x
the
financial instruments are effectively held starting with the ultimate
controlling natural person or legal entity (please add additional rows as
necessary)
Name % of voting rights if it equals or is higher than the notifiable threshold % of voting rights through financial instruments if it equals or is higher Total of both if it equals or is higher than the notifiable threshold
than the notifiable threshold
HEYCO International, Inc. 55.76% 55.76%
10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional information
Place of completion Dallas, Texas, United States of America
Date of completion June 30, 2022
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 MSCEAFXFEEPAEFARecent news on Egdon Resources
See all newsREG - Egdon Resources PLC - Cancellation of Trading
AnnouncementREG - AIM Egdon Resources PLC - Cancellation - Egdon Resources Plc
AnnouncementREG - Takeover Panel - Disclosure Table
AnnouncementREG - Takeover Panel - Disclosure Table
AnnouncementREG - Takeover Panel - Disclosure Table
Announcement