TIDMEDR
RNS Number : 7713E
Egdon Resources PLC
03 July 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")
to be effected by means of a Scheme of Arrangement
under 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 Number % of Scheme Number % of Scheme Number
of the of Scheme Shares of Scheme Shareholders of Scheme
Court Meeting Shares voted Shareholders who voted Shares
voted who voted 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 Number of Egdon Shares % of Egdon Shares voted
General Meeting 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 Tel +44 1256 702292
Mark Abbott
VSA Capital Limited Tel +44 203 005
Financial Adviser, Joint Broker and Rule 3 5000
Adviser to Egdon
Andrew Raca and Matthew Harker (Corporate
Finance)
--------------------
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.
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END
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