3 Jul 2023 12:04
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
Results of General and Court Meetings
On 8 June 2023, Egdon announced the publication and posting of the Scheme Document regarding 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").
Egdon is pleased to announce that at the Court Meeting and the General Meeting, each convened in relation to the proposed Scheme and held earlier today, approval of the relevant resolutions at each meeting was obtained.
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.
Details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting of the Scheme Document, which are 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.
The total number of Egdon Shares in issue at the Voting Record Time was 544,233,031. Scheme Shareholders were entitled to one vote per Scheme Share held at the Voting Record Time at the Court Meeting and Egdon Shareholders were entitled to one vote per Egdon Share held at the Voting Record Time at the General Meeting.
The detailed voting results in relation to the Court Meeting and the General Meeting are summarised below and this announcement will be posted on Egdon's website at https://www.egdon-resources.com/investors-2/disclaimer.
Voting results of the Court Meeting
At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 94.74 per cent. by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was passed on a poll vote. Details of the votes cast are as follows:
Results of the Court Meeting | Number of Scheme Shares voted | % of Scheme Shares voted | Number of Scheme Shareholders who voted | % of Scheme Shareholders who voted | Number of Scheme Shares voted as a % of the issued share capital entitled to vote on the Scheme |
For | 116,815,858 | 94.74 | 67 | 75.28 | 38.14 |
Against | 6,480,679 | 5.26 | 22 | 24.72 | 2.12 |
Total | 123,296,537 | 100 | 89 | 100 | 40.25 |
Voting results of the General Meeting
At the General Meeting, the special resolution relating to the implementation of the Scheme, by approving the adoption of amended articles of association for Egdon, was duly passed on a poll vote. The results are detailed as follows:
Results of the General Meeting | Number of Egdon Shares voted | % of Egdon Shares voted |
For* | 357,790,926 | 97.68 |
Against | 8,482,801 | 2.32 |
Total | 366,273,727 | 100 |
Withheld** | 106,948 | - |
* Includes discretionary votes.
** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' the special resolution.
Please note that certain of the percentages set out in the tables above have been rounded. As a result of such rounding, the totals of percentages presented in these totals may vary slightly from the actual arithmetical totals of such percentages.
Next Steps
The Offer remains subject to the satisfaction or (where capable of being waived) waiver of the other Conditions to the Offer as set out in the Scheme Document, including NSTA approval, the Court sanctioning the Scheme at the Court Sanction Hearing, and the delivery of a copy of the Court Order to the Registrar of Companies.
Egdon will in due course announce an update on the proposed Acquisition and expected Scheme timetable of principal events.
Mark Abbott, Chief Executive of Egdon, commented:
"I would like to thank our shareholders for their support in passing the resolutions to approve and implement the Acquisition by Petrichor. We will now focus on the remaining Conditions to be satisfied, including seeking approval from the NSTA, prior to the Court Hearing to sanction the Acquisition. We will update our shareholders as soon as we have any further information in this regard."
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 |
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.