EDR.L Regulatory News (EDR)

9 Nov 2007 07:01

Egdon Resources PLC09 November 2007 Immediate Release. 9 November 2007 Egdon Resources Plc (the "Company") Posting of Reorganisation and Demerger Documents Egdon Resources Plc (the "Company" or "Egdon"), the independent on-shore UKfocused energy company, is pleased to announce that it has today sent toshareholders documentation in connection with the proposed reorganisation anddemerger of Egdon into two new AIM-quoted companies. • The Company proposes to demerge its oil and gas business and gasstorage business into two new AIM-quoted companies • The oil and gas business will remain known as Egdon Resources plc ("NewEgdon") (and will trade on AIM under the symbol 'EDR') and the gas storagebusiness will be known as Portland Gas plc ("Portland Gas") (with the symbol'PTG') • Each existing shareholder in the Company will receive one share in eachof New Egdon and Portland Gas for every share held in the Company Philip Stephens, Chairman, said "The oil and gas business and the gas storage business have both contributed tothe growth of the Company since listing on AIM in 2004. The Board believes thatit is now the right time to separate these businesses to enhance their futurepotential. "The gas storage business now has sufficient critical mass and growth momentumto become independent of the oil and gas business and the Board now feels ableto recommend the demerger to enable the two businesses to operate as separategroups." Enquiries: Egdon Resources PlcMark Abbott, Joint Managing Director 01256 702 292Andrew Hindle, Joint Managing Director 0208 332 1200 Buchanan CommunicationsBen Willey 020 7466 5000Nicholas Melson 020 7466 5000 Seymour Pierce LimitedJonathan Wright 020 7107 8000Sarah Jacobs 020 7107 8000 Proposed Reorganisation and Demerger The Board of the Company believes that it is in the interests of EgdonShareholders for investors to hold shares in two separate AIM companiesrespectively focused on the activities of the oil and gas business ("New Egdon")and the gas storage business ("Portland Gas"). The growth potential of both businesses will be more transparent to investors asseparate AIM companies. Additionally, should equity fundraising be appropriate to fund the organic oracquisitive growth strategies of either company, the Directors believe that thismay be more easily achieved if each company is clearly focused on one activitywith an appropriate valuation. The gas storage business now has sufficient critical mass and growth momentum tobecome independent of Egdon and the Board now feels able to recommend thedemerger to enable the two businesses to operate as separate groups. Under the terms of the proposed reorganisation and demerger, each Egdonshareholder will receive: for each Egdon share one share in each of New Egdon and Portland Gas Application will be made for the entire issued share capital of both New Egdonand Portland Gas to be admitted to trading on AIM and it is expected thatdealings in both companies will commence on 16 January 2008. Posting of documents On 6 November 2007, the High Court of Justice of England and Wales (the "Court")made an order, in connection with the proposed demerger that the Company mayconvene a Court Meeting to be held on 6 December 2007 at 11.00a.m. and anExtraordinary General Meeting ("EGM") of Egdon to be held on 6 December at11.15a.m. (or as soon thereafter as the Court Meeting concludes or isadjourned). A circular containing, inter alia, details of the reorganisation and demerger,the scheme of arrangement to effect the reorganisation (the "Scheme"), noticesof the meetings, a timetable of principal events and details of the action to betaken by Egdon Shareholders, as well as Admission Documents for New Egdon andPortland Gas have today been posted to all Egdon shareholders (the "SchemeDocuments"). The Report and Accounts for the year ended 31 July 2007 has alsotoday been posted to Shareholders along with notice of the Company's annualgeneral meeting which will be held on 6 December 2007 at 11.30 a.m. at theoffices of Norton Rose LLP, 3 More London Riverside, London SE1 2AQ. All these documents can be viewed on the Company's website atwww.egdon-resources.com and are also available (during normal business hours)for inspection at the offices of Norton Rose LLP, 3 More London Riverside,London SE1 2AQ until the expiry of one month following Admission of New Egdonand New Portland. Court Meeting and EGM The demerger requires approval of the Egdon Shareholders at the Court Meetingand the EGM. Both meetings will take place at the offices of Norton Rose LLP, 3 More LondonRiverside, London SE1 2AQ. Suspension of trading and Cancellation of Admission Application will be made to the London Stock Exchange for the suspension oftrading in Egdon shares at 7.00a.m. on 15 January 2008 and therefore the lastday of dealings in Egdon shares will be 14 January 2008. Application will alsobe made to the London Stock Exchange for cancellation of admission to trading onAIM of the Egdon Shares conditional upon the Scheme becoming effective. It is anticipated that cancellation of admission to trading will take effect on16 January 2008. Expected Timetable of Principal Events Latest time for receipt by the Registrar of blue form of 11.00a.m. on 4 December 2007proxy for the Court Meeting Latest time for receipt by the Registrar of white form of 11.15 a.m. on 4 December 2007proxy for the Extraordinary General Meeting AGM Proxy return 11.30 a.m. on 4 December 2007 Court Meeting 11.00a.m. 6 December 2007 Extraordinary General Meeting 11.15a.m. on 6 December 2007 Annual General Meeting 11.30 a.m. on 6 December 2007 The following times and dates are indicative only and will depend, amongst otherthings, on the dates upon which the Court sanctions the Scheme and whether theConditions relating to the demerger are either satisfied or, if capable ofwaiver, waived. Court Hearing to sanction the Scheme of Arrangement 14 January 2008 Last day of trading on AIM for Egdon Shares 14 January 2008 Latest time for the registration of transfers of Egdon 6.00p.m. 14 January 2008Shares prior to the Demerger Scheme of Arrangement becomes effective 7.00a.m. on 15 January 2008 Court hearing to confirm the New Egdon Reduction of 15 January 2008Capital Demerger becomes effective By 7.30a.m. on 16 January 2008 Admission of shares of Egdon Resources Plc to trading 16 January 2008cancelled Dealings in New Egdon Shares and Portland Gas Shares 8.00a.m. on 16 January 2008commence on AIM Crediting of New Egdon Shares and Portland Gas Shares to 8.00a.m. on 16 January 2008CREST accounts Despatch of certificates for New Egdon Shares and By 25 January 2008Portland Gas Shares This information is provided by RNS The company news service from the London Stock Exchange