Rule 2.9 Announcement - Securities in Issue Update

Egdon Resources PLC

12 September 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 ("Company")

by

PETRICHOR PARTNERS, LP ("Petrichor")

Rule 2.9 Announcement - Relevant Securities in Issue Update

The Company announces that, following the Court sanctioning the Scheme relating to the recommended cash offer by Petrichor today, an application has been 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"). Admission is expected to occur on 13 September. 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"). It is expected that the New Ordinary Shares will be admitted to trading at 8am tomorrow, 13 September 2023.

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.

The intended Effective Date of the Scheme remains 14 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 [phone]
VSA Capital Limited Financial Adviser, Joint Broker and Rule 3 Adviser to Egdon Andrew Raca and Matthew Harker (Corporate Finance)	Tel [phone]
WH Ireland Limited Nominated Adviser and Joint Broker to Egdon Antonio Bossi and James Bavister	Tel [phone]

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)	Date Security Exercise Price(s) Volume(s) 13 September 2023 Option £0.0225 4,444,444 13 September 2023 Warrant £0.0250 800,000
d)	Aggregated information: Aggregated volume Aggregated total Aggregated price	5,244,444 Ordinary Shares £119,999.99 £0.0229
e)	Date of the transaction	13 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)	Date Security Exercise Price(s) Volume(s) 13 September 2023 Option £0.0225 3,555,556 13 September 2023 Warrant £0.0250 100,000
d)	Aggregated information: Aggregated volume Aggregated total Aggregated price	3,655,556 Ordinary Shares £82,500.01 £0.0226
e)	Date of the transaction	13 September 2023
f)	Place of the transaction	London Stock Exchange

 

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