1 Jul 2022 12:12
1 July 2022
EGDON RESOURCES PLC
("Egdon" or "the Company")
Significant Shareholders and Concert Party - Relevant Changes
Waiver by the Takeover Panel
Associated TR-1 Forms
Egdon Resources plc (AIM:EDR) was notified on30 June 2022 that as a result of transactions which took place on 24 June 2022, the shareholdings held by Petrichor Holdings Cooperatief U.A.("Petrichor") and other members of the Concert Party have now been transferred to Petrichor Partners LP ("PPL") as the registered holder of the 237,924,452 Ordinary Shares in Egdon representing 46.04 per cent of the issued ordinary share capital in Egdon. The shareholdings held by members of the Concert Party were transferred to PPL at the Egdon Ordinary Share price at the close of business on 23 June 2022, being 4.35 pence. Under Rule 17 of the AIM Rules for Companies, this change of registered holding represents a "Relevant Change" requiring announcement.
The resulting PPL shareholding and percentage holding equates to the shareholding and percentage held by the Concert Party which was announced following the issue of equity and conversion of Convertible Loan Notes in June 2021.A Whitewash was granted by the Takeover Panel in January 2021 when the Convertible Loan Notes were issued to members of the Concert Party on the basis of a fully diluted shareholding of 46.04 per cent.
Background on the Concert Party
VSA Capital Limited, the financial adviser and joint broker to Egdon, previously wrote to the Takeover Panel in 17 November 2020 and 24 June 2021 on behalf of Egdon in relation to the Concert Party. The Concert Party is made up of the following members:-
Concert Party | Number of Ordinary Shares in the capital of Egdon ("Ordinary Shares") | % of Issued Share Capital1 |
Petrichor Holdings Coöperatief U.A. ("PHC") | 132,676,245 | 25.67 |
PPL | 89,679,454 | 17.35 |
Jalapeno Corporations Holding ("Jalapeno") | 15,503,119 | 3.00 |
Steven Jackson | 65,634 | 0.01 |
TOTAL | 237,924,452 | 46.04 |
1 Based on the latest information published by Egdon on 31 January 2022.
PHC, a company registered in the Netherlands, is a subsidiary of HEYCO (registered in Delaware, USA). HEYCO owns over 99% of the share capital of PHC, and the remaining less than 1% is owned by Petrichor Partners-Delaware, LP, a limited partnership registered in Delaware, USA. Petrichor Partners-Delaware, LP is directly and wholly owned by HEYCO.
HEYCO's majority shareholder is Explorers Petroleum Corporation of which George Yates is the ultimate controller.
PPL is owned by various limited partners and the general partner of PPL is HEYCO International, Inc. ("HINT"), a 100% wholly owned subsidiary of HEYCO.
The amended and restated partnership agreement dated 11 June 2021 of PPL entered into between the limited partners ("Partnership Agreement") gives the general partner the authority to make investment decisions for PPL without the input of the limited partners.
Jalapeño's President is Harvey E Yates Jr, George Yates' brother.
Steven Jackson is a long-time family friend and business associate of the Yates family. Steven Jackson is also a limited partner in PPL and a party to the Partnership Agreement.
Takeover Panel
Petrichor's advisers have approached the Takeover Panel ("Panel") to obtain a waiver from a potential need to make a general offer for all Egdon Ordinary Shares not held by them at the price at which the transfer took place. The basis of this is Note 4 to Rule 9.1 which provides for such relief to be granted, subject to the Panel's consent, in circumstances where there are transfers between Concert Party members and the result is not to alter the practical effect of the existing arrangements. In this case the general partner will remain Heyco International and the ultimate controller is Heyco, a Delaware corporation.
Warrants
In July 2021 the Company raised £1.44 million through the issue of 115,228,000 new Ordinary Shares at a price of 1.25 pence per share. In addition, each two subscription shares were granted a right to subscribe for one new Ordinary Share at a price of 2.5 pence per share, (a "Warrant"). All members of the Concert Party were subscribers in July 2021 and were accordingly issued with Warrants. At the same time as the transfer of the Concert Party's ordinary shares to PPL, the Concert Party have transferred their holdings of Warrants to PPL. As a result PPL now holds 26,524,000 Warrants. At the date hereof 49,299,000 Warrants remain outstanding and are exercisable at any time until 23 July 2023.
TR-1 Forms follow below
For further information please contact:
Egdon Resources plc
Mark Abbott, Martin Durham 01256 702 292
Buchanan
Ben Romney, Jon Krinks 020 7466 5000
Nominated Adviser & Joint Broker - WH Ireland Limited
Chris Hardie, Megan Liddell 020 7220 1666
Joint Broker & Financial Advisors - VSA Capital Limited
Andrew Monk (Corporate Broking) 020 3005 5000
Andrew Raca (Corporate Finance)
This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
Notes to Editors:
Egdon Resources plc (LSE: EDR) is an established exploration and production company focused on the hydrocarbon-producing basins of the onshore UK.
Egdon holds interests in 39 licences in the UK and has an active programme of exploration, appraisal and development within its portfolio of oil and gas assets. Egdon is an approved operator in the UK. Egdon was formed in 1997 and listed on AIM in December 2004.
Shareholdings in PPL
After Consolidation | Final Shares Allocation | % of PPLP Owned | |||
General Partner |
|
| |||
|
| HEYCO International (HINT) |
| 0.00% | |
Limited Partners |
|
| |||
HEYCO International (HINT) | 134,402,514 | 56.49% | |||
Jalapeno Corporation | 15,503,119 | 6.52% | |||
Rance Miles | 21,601,634 | 9.08% | |||
Donald DeJong | 21,601,634 | 9.08% | |||
Eris West Trust | 13,091,881 | 5.50% | |||
William Webber | 13,091,881 | 5.50% | |||
George O'Connor | 9,818,911 | 4.13% | |||
Per Juvkam-Wold | 1,963,787 | 0.83% | |||
Lauren Yates | 1,963,787 | 0.83% | |||
King Crow | 1,546,701 | 0.65% | |||
Steven Jackson | 3,338,604 | 1.40% | |||
Total PPLP | 237,924,452 | 100.00% | |||
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) | ||||||
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached : | Egdon Resources plc | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
An acquisition or disposal of voting rights | X | |||||
An acquisition or disposal of financial instruments | ||||||
An event changing the breakdown of voting rights | ||||||
Other (please specify) : | ||||||
3. Details of person subject to the notification obligation | ||||||
Name | Jalapeno Corporation | |||||
City and country of registered office (if applicable) | Nevada, United States of America | |||||
4. Full name of shareholder(s) (if different from 3.) | ||||||
Name | ||||||
City and country of registered office (if applicable) | ||||||
5. Date on which the threshold was crossed or reached : | June 24, 2022 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | June 24, 2022 | |||||
7. Total positions of person(s) subject to the notification obligation | ||||||
% of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments(total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights held in issuer (8.A + 8.B) | |||
Resulting situation on the date on which threshold was crossed or reached | Less than 3% | Less than 3% | Less than 3% | Less than 3% | ||
Position of previous notification (if applicable) | 3% | 3% | ||||
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached | |||||||||
A: Voting rights attached to shares | |||||||||
Class/type ofshares ISIN code (if possible) | Number of voting rights | % of voting rights | |||||||
Direct (DTR5.1) | Indirect (DTR5.2.1) | Direct (DTR5.1) | Indirect (DTR5.2.1) | ||||||
SUBTOTAL 8. A | Less than 3% | Less than 3% | |||||||
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B 1: Financial Instruments according to DTR5.3.1R (1) (a) | |||||||||
Type of financial instrument | Expirationdate | Exercise/Conversion Period | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
SUBTOTAL 8. B 1 | |||||||||
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B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b) | |||||||||
Type of financial instrument | Expirationdate | Exercise/Conversion Period | Physical or cash Settlement | Number of voting rights | % of voting rights | ||||
| SUBTOTAL 8.B.2 | ||||||||
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9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") | ||||
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer | ||||
Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) | X | |||
Name | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
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10. In case of proxy voting, please identify: | ||||
Name of the proxy holder | ||||
The number and % of voting rights held | ||||
The date until which the voting rights will be held | ||||
11. Additional information | ||||
Place of completion | Dallas, Texas, United States of America |
Date of completion | June 30, 2022 |
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) | ||||||
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached : | Egdon Resources plc | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer | ||||||
2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
An acquisition or disposal of voting rights | X | |||||
An acquisition or disposal of financial instruments | ||||||
An event changing the breakdown of voting rights | ||||||
Other (please specify) : | ||||||
3. Details of person subject to the notification obligation | ||||||
Name | Petrichor Holdings Cooperatief | |||||
City and country of registered office (if applicable) | Amsterdam, the Netherlands | |||||
4. Full name of shareholder(s) (if different from 3.) | ||||||
Name | ||||||
City and country of registered office (if applicable) | ||||||
5. Date on which the threshold was crossed or reached : | June 24, 2022 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | June 24, 2022 | |||||
7. Total positions of person(s) subject to the notification obligation | ||||||
% of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments(total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights held in issuer (8.A + 8.B) | |||
Resulting situation on the date on which threshold was crossed or reached | Less than 3% | Less than 3% | Less than 3% | Less than 3% | ||
Position of previous notification (if applicable) | 25.67% | 25.67% | ||||
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached | ||||||
A: Voting rights attached to shares | ||||||
Class/type ofshares ISIN code (if possible) | Number of voting rights | % of voting rights | ||||
Direct (DTR5.1) | Indirect (DTR5.2.1) | Direct (DTR5.1) | Indirect (DTR5.2.1) | |||
SUBTOTAL 8. A | ||||||
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B 1: Financial Instruments according to DTR5.3.1R (1) (a) | ||||||
Type of financial instrument | Expirationdate | Exercise/Conversion Period | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | ||
SUBTOTAL 8. B 1 | ||||||
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B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b) | |||||
Type of financial instrument | Expirationdate | Exercise/Conversion Period | Physical or cash Settlement | Number of voting rights | % of voting rights |
| SUBTOTAL 8.B.2 | ||||
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9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") |
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Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer |
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Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) | X |
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Name | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold |
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10. In case of proxy voting, please identify: |
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Name of the proxy holder | |||||
The number and % of voting rights held |
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The date until which the voting rights will be held |
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11. Additional information |
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Place of completion | Dallas, Texas, United States of America |
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Date of completion | June 30, 2022 |
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TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) | ||||||
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached : | Egdon Resources plc | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer | ||||||
2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
An acquisition or disposal of voting rights | X | |||||
An acquisition or disposal of financial instruments | ||||||
An event changing the breakdown of voting rights | ||||||
Other (please specify) : | ||||||
3. Details of person subject to the notification obligation | ||||||
Name | Petrichor Partners, LP | |||||
City and country of registered office (if applicable) | Delaware, United States of America | |||||
4. Full name of shareholder(s) (if different from 3.) | ||||||
Name | ||||||
City and country of registered office (if applicable) | ||||||
5. Date on which the threshold was crossed or reached : | June 24, 2022 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | June 24, 2022 | |||||
7. Total positions of person(s) subject to the notification obligation | ||||||
% of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments(total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights held in issuer (8.A + 8.B) | |||
Resulting situation on the date on which threshold was crossed or reached | 46.03% | 46.03% | 46.03% | |||
Position of previous notification (if applicable) | 17.35% | 17.35% | ||||
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached | |||||||||
A: Voting rights attached to shares | |||||||||
Class/type ofshares ISIN code (if possible) | Number of voting rights | % of voting rights | |||||||
Direct (DTR5.1) | Indirect (DTR5.2.1) | Direct (DTR5.1) | Indirect (DTR5.2.1) | ||||||
ordinary | 237,924,452 | 46.03% | |||||||
SUBTOTAL 8. A | 237,924,452 | 46.03% | |||||||
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B 1: Financial Instruments according to DTR5.3.1R (1) (a) | |||||||||
Type of financial instrument | Expirationdate | Exercise/Conversion Period | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
Warrants over Ordinary Shares | 23 July 2023 | At any time after | 26,524,000 | Nil | |||||
SUBTOTAL 8. B 1 | 26,524,000 | Nil | |||||||
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B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b) | |||||||||
Type of financial instrument | Expirationdate | Exercise/Conversion Period | Physical or cash Settlement | Number of voting rights | % of voting rights | ||||
| SUBTOTAL 8.B.2 | ||||||||
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9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") | ||||
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer | ||||
Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) | x | |||
Name | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
HEYCO International, Inc. | 55.76% | 55.76% | ||
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10. In case of proxy voting, please identify: | ||||
Name of the proxy holder | ||||
The number and % of voting rights held | ||||
The date until which the voting rights will be held | ||||
11. Additional information | ||||
Place of completion | Dallas, Texas, United States of America |
Date of completion | June 30, 2022 |