Satisfaction of NSTA Condition

Egdon Resources PLC

29 August 2023

 

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")

Satisfaction of North Sea Transition Authority Condition

Egdon is pleased to provide an update on the 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"), to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

On 3 July 2023, Egdon announced that the Scheme had been approved by the requisite majority of Scheme Shareholders at the Court Meeting held on that date and that the Special Resolution relating to the implementation of the Scheme had been approved by the requisite majority of Egdon Shareholders at the General Meeting also held on that date.

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.

Egdon is pleased to announce that following receipt by Petrichor of the NSTA's Comfort Letter in relation to the Acquisition, Petrichor has confirmed that the NSTA Condition has now been satisfied.

Next steps and timetable

The Acquisition remains subject to the satisfaction or (where capable of being waived) waiver of the other Conditions to the Acquisition as set out in Part 3 of the Scheme Document.

The Sanction Hearing is expected to take place on 12 September 2023, with the Scheme Record Time occurring at 6.00 p.m. on the following Business Day.  Accordingly, the last day of dealings in, and for registration of transfers of, Egdon Shares is expected to be 13 September 2023.

Subject to the Court approving the Scheme and the Court Order being duly delivered to the Registrar of Companies, it is anticipated that the Scheme will become Effective on 14 September 2023. If the Court sanctions the Scheme, it is intended that cancellation of the admission to trading of Egdon Shares on AIM will take effect from 7.00 a.m. on 15 September 2023.  Accordingly, it is intended that dealings in Egdon Shares will be suspended with effect from 7.30 a.m. on 14 September 2023.

If the Scheme becomes Effective on 14 September 2023, the last date for payment of the Consideration to Scheme Shareholders will be 28 September 2023.

The Long Stop Date for the Scheme is 31 December 2023.

12 September 2023	Sanction hearing
8 a.m. on 13 September 2023	Egdon Shares to be issued pursuant to existing options and warrants issued and admitted to trading on AIM
6 p.m. on 13 September 2023	Scheme record time
7:30 a.m. on 14 September 2023	Suspension of dealings
14 September 2023	Effective Date of Scheme
15 September 2023	Cancellation of admission

These dates are indicative only and will depend, amongst other things, on the date on which the Court sanctions the Scheme. If the expected dates change, Egdon will give notice of the changes in an announcement through a Regulatory Information Service.

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 [phone]
VSA Capital Limited Financial Adviser, Joint Broker and Rule 3 Adviser to Egdon Andrew Raca and Matthew Harker (Corporate Finance)	Tel [phone]
Petrichor Partners, LP Daniel Nix	Tel + 1 214 396 7447
SPARK Advisory Partners Limited Financial adviser to Petrichor Andrew Emmott/Neil Baldwin	Tel [phone]
WH Ireland Limited Financial Adviser & Joint Broker Antonio Bossi and James Bavister	Tel [phone]

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.

 

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