EDR.L Regulatory News (EDR)

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" or "the Company")

by

PETRICHOR PARTNERS, LP ("Petrichor")

to be effected by means of a Scheme of Arrangementunder Part 26 of the Companies Act 2006

Publication and posting of the Scheme Document

The Company announced on 17 May 2023 that it had reached agreement with 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"). The Acquisition will be effected by a scheme of arrangement under Part 26 of the Companies Act 2006 and therefore be subject to shareholder approval and Court approval (and certain conditions and terms which are set out in the Scheme Document).

Egdon and Petrichor are pleased to announce that the Scheme Document, together with the related Forms of Proxy, are being posted, or made available, today to Egdon Shareholders and, for information purposes only, to persons with information rights, those holding options over Egdon Shares and the holder of Warrants. The Scheme Document contains, amongst other things, a letter from the Chairman of Egdon, the full terms and conditions of the Scheme, an explanatory statement in compliance with section 897 of the Companies Act 2006, formal notices convening the Court Meeting and the General Meeting, an expected timetable of principal events and details of the action to be taken by Egdon Shareholders.

Copies of this announcement and the Scheme Document will be available for viewing on Egdon's website at www.egdon-resources.com/investors-2/disclaimer and Petrichor's website at www.heycoenergy.com/petrichor-partners  for a period up to and including the Effective Date or the date the Scheme lapses or is withdrawn, whichever is earlier.

Defined terms used in this announcement shall, unless otherwise stated, have the same meanings as set out in the Scheme Document.

Notices of the Court Meeting and General Meeting

As described in the Scheme Document, the Acquisition will be conditional upon the Scheme becoming unconditional and becoming Effective. This requires, amongst other things: (i) approval by a majority in number representing not less than 75 per cent. in value of Scheme Shareholders (being all Shareholders other than Petrichor) who are on the register of members of Egdon (or the relevant class or classes thereof) at the Voting Record Time, (ii) Egdon Shareholders passing the Special Resolution to be proposed at the General Meeting; and (iii) the Scheme being sanctioned by the Court. The Scheme is subject to further conditions outlined in the Scheme Document.

One of the conditions to the Scheme becoming Effective is written confirmation from the North Sea Transition Authority informing Petrichor that it does not intend, as a consequence of the Acquisition, to revoke any of the relevant licences or to require a further change of control of Egdon under any of the relevant licences.

The Egdon Directors, who have been so advised by VSA Capital as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their financial advice to the Egdon Directors, VSA Capital has taken into account the commercial assessments of the Egdon Directors. VSA Capital is providing independent financial advice to the Egdon Directors for the purposes of Rule 3 of the Code.

Harbour Energy and Union Jack Oil (as major Shareholders in Egdon) provided irrevocable undertakings to vote in favour of the Scheme at the General Meeting, thereby confirming their support for the Acquisition. In aggregate, this totals 62,733,333 Egdon Shares, representing approximately 11.53 per cent. of the ordinary

share capital of Egdon in issue and approximately 20.50 per cent. of the voting rights of the Scheme Shares on 16 May 2023 (being the last Business Day before the commencement of the Offer Period).

The Egdon Directors have unanimously recommended that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that Egdon Shareholders vote in favour of the Special Resolution to be proposed at the General Meeting as the Egdon Directors who hold Egdon Shares have irrevocably undertaken to do in respect of their own beneficial holdings of 14,648,773 Egdon Shares in aggregate, representing approximately 2.69 per cent. of Egdon's issued share capital and approximately 4.79 per cent. of the voting rights of the Scheme Shares on 16 May 2023 (being the last Business Day before the date of this announcement). 

In total, therefore, Petrichor has received irrevocable undertakings, including those irrevocable undertakings from the Egdon Directors who own Egdon Shares, in respect of, in aggregate, 77,382,106 Egdon Shares, representing approximately 14.23 per cent. of the issued ordinary share capital and approximately 25.28 per cent. of the voting rights of the Scheme Shares of Egdon on 16 May 2023 (being the last Business Day before the commencement of the Offer Period).

IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR REPRESENTATION OF SHAREHOLDER OPINION. EGDON SHAREHOLDERS ARE THEREFORE STRONGLY URGED TO COMPLETE, SIGN AND RETURN BOTH FORMS OF PROXY OR, ALTERNATIVELY, APPOINT A PROXY ONLINE OR ELECTRONICALLY THROUGH CREST OR POST BY HAND AS SOON AS POSSIBLE.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on Egdon's and Petrichor's current expected dates for the implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Egdon Shareholders by announcement through a Regulatory Information Service.

 (1) The dates and times given are indicative only and are based on current expectations and are subject to change. References to times are to London, United Kingdom time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be notified to Egdon Shareholders by announcement through a Regulatory Information Service. Participants in the Egdon Share Plan and Warrant Holders will be contacted separately on or around the date of the Scheme Document to inform them of the effect of the Scheme on their rights under the Egdon Share Plan and the Warrant Instrument and relevant Warrant Certificate (as applicable), including details of any appropriate proposals being made and dates and times relevant to them.

(2) It is requested that Forms of Proxy for the Court Meeting be lodged by 10:30 a.m. on 29 June 2023 or, if the Court Meeting is adjourned, by no later than 48 hours prior to the time fixed for any adjourned Court Meeting (excluding any part of such 48-hour period falling on a non-working day). Forms of Proxy not so lodged can be handed to the Chairman of the Court Meeting (or a representative of Neville Registrars at the Court Meeting on behalf of the Chairman) any time prior to the commencement of the Court Meeting or any adjournment thereof.

(3) In order to be valid, Forms of Proxy for the General Meeting must be received by 10:45 a.m. on 29 June 2023 or, if the General Meeting is adjourned, 48 hours prior to the time appointed for the General Meeting (excluding any part of such 48-hour period falling on a non-working day).

(4) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6:00 p.m. on the day which is two Business Days prior to the date of the adjourned Meeting.

(5) To commence at 10:45 a.m. on 3 July 2023 or as soon thereafter as the Court Meeting shall have concluded or been adjourned.

(6) Subject to satisfaction of certain regulatory conditions.

(7) The Scheme shall become Effective as soon as a copy of the Court Order has been delivered to the Registrar of Companies.

(8) This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as Petrichor and Egdon may agree with the Panel and (if required) the Court may allow.

Results of Meetings

The results of the Meetings will be announced through a Regulatory Information Service and published on Egdon's website as soon as reasonably practicable following the conclusion of the General Meeting.

Shareholder Helpline

If you have any questions about this announcement, the Court Meeting, the General Meeting, how to submit your proxies online or how to complete the Forms of Proxy, please call the Receiving Agent, Neville Registrars, during business hours on +44 (0)121 585 1131 (from within the United Kingdom) or submit a request in writing to Neville Registrars, Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD. Calls to this number are charged at network providers' standard rate and maybe included within free allowances (please check with your network provider). Calls outside the United Kingdom will be charged at the applicable international rate.

For further information, please contact:

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 announcement 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 announcement. 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 announcement, any statement contained in this announcement or otherwise. VSA Capital has given, and not withdrawn, its consent to the inclusion of its advice in this announcement 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 announcement. 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 announcement. The statements contained in this announcement are not to be construed as legal, business, financial or tax advice. If you are in any doubt about the contents of this announcement, 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.

If you are in any doubt as to the contents of this announcement or the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are taking advice in a territory outside the United Kingdom.

Overseas Shareholders

The release, publication or distribution of this announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to vote their Egdon Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction.

It is the responsibility of each Overseas Shareholder to obtain any governmental, exchange, control or other consent which may be required, or to ensure compliance with other necessary formalities which are required to be obtained and the payment of any issue, transfer or other taxes due in such jurisdiction. 

Unless otherwise determined by Egdon and Petrichor or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent (in whole or in part) in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them (in whole or in part) in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented (with the consent of the Panel) by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation or unless otherwise determined by Egdon and Petrichor), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mail or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any means of instrumentality or facilities.

The Acquisition is subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the AIM Rules and the FCA. As a result, information included here may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of another jurisdiction.

Notice to US investors in Egdon

US holders of Egdon Shares should note that the Acquisition relates to the shares of an English company with a listing on AIM and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure and procedural requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules.

The financial information included in this announcement (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document) has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

However, if, in the future, Petrichor exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, the Takeover Offer will be made in compliance with applicable United States tender offer and securities laws and regulations including Section 14(e) of the US Exchange Act and Regulation 14E thereunder.

The receipt of cash pursuant to the Acquisition by a US holder of Egdon Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. The US tax consequences of the Acquisition, if any, are not described herein. Each Egdon Shareholder is therefore urged to consult with legal, tax and financial advisers in connection with making a decision regarding the Acquisition.

It may be difficult for US holders of Egdon Shares to enforce their rights and any claims arising out of US federal laws, since Egdon is located in a non-US jurisdiction, and some or all of its officers and directors may be residents of a non-US jurisdiction. US holders of Egdon Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

To the extent permitted by applicable law, in accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, in the event it becomes applicable, Petrichor, certain affiliated companies and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Egdon Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. Any such purchases by Petrichor or its affiliated companies will not be made at prices higher than the Cash Consideration provided in the Scheme Document unless the Cash Consideration is increased accordingly. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, in the event it becomes applicable, VSA Capital will continue to act as an exempt principal trader in Egdon Shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made, they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory News Service of the London Stock Exchange and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Acquisition or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

Forward-Looking Statements

This announcement (including information incorporated by reference into this announcement), oral statements made regarding the Acquisition, and other information published by Petrichor and Egdon contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Petrichor and Egdon about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Petrichor and Egdon, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "does not anticipate", "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Petrichor and Egdon believe that the expectations reflected in such forward-looking statements are reasonable, Petrichor and Egdon can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.

There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; the anticipated benefits from the Acquisition not being realised as a result of changes in general economic and market conditions in the countries in which Petrichor and Egdon operate; weak, volatile or illiquid capital and/or credit markets; changes in the degree of competition in the geographic and business areas in which Petrichor and Egdon operate; and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors.

Neither Petrichor nor Egdon, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Given the risks and uncertainties, you are cautioned not to place any reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, neither Petrichor nor Egdon is under any obligation, and Petrichor and Egdon expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Disclosure requirements of the Code

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30 pm (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures have been made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Egdon's website at www.egdon-resources.com/investors-2/disclaimer and Petrichor's website at www.heycoenergy.com/petrichor-partners by no later than 12:00 noon (London time) on the first Business Day following the date of this announcement. For the avoidance of doubt, neither the contents of these websites nor the contents of any websites accessible from any hyperlinks is incorporated into or forms part of this announcement.

No profit forecasts, estimates or quantified benefits statements

No statement in this announcement is intended as a profit forecast or estimate for any period or a quantified financial benefits statement and no statement in this announcement should be interpreted to mean that earnings or earnings per share, for Petrichor or Egdon, respectively for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Petrichor or Egdon, respectively.

Right to switch to an Offer

Petrichor reserves the right to elect (with the consent of the Panel, as applicable) to implement the Acquisition by way of an Offer for the entire issued and to be issued share capital of Egdon as an alternative to the Scheme. In such an event, the Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendments referred to in section 11.6 of Part 2 (Explanatory Statement) of the Scheme Document.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, Egdon Shareholders may request a hard copy of this announcement (and any information incorporated by reference in this announcement), free of charge, by contacting the Receiving Agent, Neville Registrars, during business hours on +44 (0)121 585 1131 (from within the United Kingdom) or by submitting a request in writing to Neville Registrars, Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD. Calls to this number are charged at network providers' standard rate and may be included within free allowances (please check with your network provider). Calls outside the United Kingdom will be charged at the applicable international rate. Lines will be open between 9:00 am and 5:00 pm, Monday to Friday, excluding public holidays in England and Wales. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Information relating to Egdon Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Egdon Shareholders, persons with information rights and other relevant persons for the receipt of communications from Egdon may be provided to Petrichor during the Offer Period as required under Section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

General

If the Acquisition is effected by way of an Offer, and such an Offer becomes or is declared unconditional and sufficient acceptances are received, Petrichor intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining Egdon Shares in respect of which the Offer has not been accepted.

Investors should be aware that Petrichor may purchase Egdon Shares otherwise than under any Offer or the Scheme, including pursuant to privately negotiated purchases.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.