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 ("Company")
by
PETRICHOR PARTNERS, LP ("Petrichor")
Rule 2.9 Amended Announcement - Relevant Securities in Issue Update
The Company announced that, following the Court sanctioning the Scheme relating to the recommended cash offer by Petrichor today, an application was made for admission to trading on AIM ("Admission") of 21,134,000 new ordinary shares of £0.01 each in the Company ("New Ordinary Shares"). The New Ordinary Shares will be issued pursuant to the exercise of Options and Warrants in accordance with proposals made to the holders of those Options and Warrants pursuant to Rule 15 of the Code, as described in the scheme document published in relation to the Acquisition (the "Scheme Document") and it was expected that the New Ordinary Shares were to be admitted to trading at 8am on 13 September 2023.
For administrative reasons, it is now expected that the Admission will take place at 8am on 14 September 2023. An amended timetable for the Acquisition is set out in this announcement.
Amended notifications by the PDMRs of the Company in accordance with the UK Market Abuse Regulation are set out in the Appendix to this announcement.
In accordance with Rule 2.9 of the City Code on Takeovers and Mergers, the Company announces that, following Admission, it will have 565,367,031 ordinary shares in issue.
Shareholders in the Company may use this figure as the denominator for the calculation, by which they would determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
There are still 26,524,000 outstanding Warrants for the issue of ordinary shares. These are held by Petrichor and will not be exercised ahead of the Scheme Effective Date.
Amended Scheme Timetable
The expected amended timetable is set out below:
| Scheme Record Time | 6.00pm on 14 September 2023 |
| Last day of dealings in, and for registration of transfers of, Egdon Shares | 14 September 2023 |
| Effective Date of the Scheme | 15 September 2023 |
| Suspension of Dealings | 7:30am on 15 September 2023 |
| Last Date for Payment of Consideration to Scheme Shareholders | 29 September 2023 |
The International Securities Identification Number (ISIN) of Egdon's ordinary shares is GB00B28YML29.
Capitalised terms used in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document, a copy of which is available, subject to certain restrictions relating to persons in Restricted Jurisdictions, on the Company's website.
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 and James Bavister | Tel +44 207 220 1666 |
Appendix
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||||||||
| a) | Name | Mark Abbott | ||||||||||||
| 2 | Reason for the notification | |||||||||||||
| a) | Position/status | Chief Executive Officer | ||||||||||||
| b) | Initial notification /Amendment | Initial Notification | ||||||||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||||||
| a) | Name | Egdon Resources Plc | ||||||||||||
| b) | LEI | 213800WWGH4S9GYSPL77 | ||||||||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||||||||
| a) | Description of the financial instrument, type of instrument
Identification code | Ordinary Shares
GB00B28YML29 | ||||||||||||
| b) | Nature of the transaction | Exercise of Options and Warrants | ||||||||||||
| c) | Price(s) and volume(s) |
| ||||||||||||
| d)
| Aggregated information: Aggregated volume Aggregated total Aggregated price |
5,244,444 Ordinary Shares £119,999.99 £0.0229 | ||||||||||||
| e) | Date of the transaction | 14 September 2023 | ||||||||||||
| f) | Place of the transaction | London Stock Exchange | ||||||||||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||||||||
| a) | Name | Martin Durham | ||||||||||||
| 2 | Reason for the notification | |||||||||||||
| a) | Position/status | Technical Director | ||||||||||||
| b) | Initial notification /Amendment | Initial Notification | ||||||||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||||||
| a) | Name | Egdon Resources Plc | ||||||||||||
| b) | LEI | 213800WWGH4S9GYSPL77 | ||||||||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||||||||
| a) | Description of the financial instrument, type of instrument
Identification code | Ordinary Shares
GB00B28YML29 | ||||||||||||
| b) | Nature of the transaction | Exercise of Options and Warrants | ||||||||||||
| c) | Price(s) and volume(s) |
| ||||||||||||
| d)
| Aggregated information: Aggregated volume Aggregated total Aggregated price |
3,655,556 Ordinary Shares £82,500.01 £0.0226 | ||||||||||||
| e) | Date of the transaction | 14 September 2023 | ||||||||||||
| f) | Place of the transaction | London Stock Exchange | ||||||||||||
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.