8 Jun 2023 09:16
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")
to be effected by means of a Scheme of Arrangementunder Part 26 of the Companies Act 2006
Posting of Rule 15 Letters
The Company announced on 17 May 2023 that it had reached agreement with Petrichor Partners, LP ("Petrichor") with regard to the terms of a 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"). On 8 June 2023, Egdon announced the publication and posting of the Scheme Document with regard to the Acquisition. The Acquisition will be effected by a scheme of arrangement under the Companies Act and will be subject to shareholder approval and Court approval (and certain conditions and terms which have been set out in the Scheme Document). Egdon Shareholders would be entitled to receive 4.5 pence for each Egdon Share held valuing the entire issued and to be issued share capital of Egdon at approximately £26.64 million on a fully diluted basis.
On 8 June 2023, pursuant to Rule 15 of the Takeover Code, letters have been sent to:
(i) holders of options granted pursuant to the Option Deeds entered into by Egdon Resources plc and certain of its employees (the Egdon Share Option Plan) and;
(ii) holders of warrants granted pursuant to a Warrant Instrument entered into by Egdon, and relevant Warrant Certificate.
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 Mark Abbott
| Tel +44 1256 702292 |
VSA Capital Limited Financial Adviser, Joint Broker and Rule 3 Adviser to Egdon Andrew Raca and Matthew Harker (Corporate Finance)
| Tel +44 203 005 5000 |
WH Ireland Limited Nominated Adviser and Joint Broker to Egdon Antonio Bossi, Chris Hardie and James Bavister | Tel +44 207 220 1666 |
Petrichor Partners, LP Daniel Nix | Tel + 1 214 396 7447
|
SPARK Advisory Partners Limited Financial adviser to Petrichor Andrew Emmott/Neil Baldwin | Tel +44 203 368 3550 |
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.
WH Ireland, which is regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Egdon and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Egdon for providing the protections afforded to clients of WH Ireland, or for providing advice in relation to the matters referred to in this announcement.