TIDMEDR
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 Egdon Shares to be issued pursuant
2023 to existing options and warrants issued
and admitted to trading on AIM
-----------------------------------------
6 p.m. on 13 September Scheme record time
2023
-----------------------------------------
7:30 a.m. on 14 September Suspension of dealings
2023
-----------------------------------------
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
and on Petrichor's website at
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
Financial Adviser, Joint Broker and Rule 3 5000
Adviser to Egdon
Andrew Raca and Matthew Harker (Corporate
Finance)
--------------------
Petrichor Partners, LP Tel + 1 214 396
Daniel Nix 7447
--------------------
SPARK Advisory Partners Limited Tel +44 203 368
Financial adviser to Petrichor 3550
Andrew Emmott/Neil Baldwin
--------------------
WH Ireland Limited Tel +44 020 7220
Financial Adviser & Joint Broker 1666
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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END
OUPEAFPPASFDEFA
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