Form 8 (OPD) By Offeree

Egdon Resources PLC

25 May 2023

 

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	Egdon Resources Plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	Egdon Resources Plc
(d) Is the discloser the offeror or the offeree?	Offeree
(e) Date position held:      The latest practicable date prior to the disclosure	24 May 2023
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	N/A

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	1 pence ordinary shares
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	NIL	-	NIL	-
(2) Cash-settled derivatives:	NIL	-	NIL	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	NIL	-	NIL	-
TOTAL:	NIL	-	NIL	-

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	NIL
Details, including nature of the rights concerned and relevant percentages:	NIL

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

Interests in ordinary shares of 1 pence each, held by directors (including their close relatives and related trusts) of Egdon Resources plc Name Number of ordinary shares Percentage of issued share capital Mark Abbott 13,687,817*1 2.516% Philip Stephens 231,703*2 0.043% Martin Durham 200,000 0.037% Walter Roberts 1,498,477*3 0.276% Kenneth Ratcliff 198,032*4 0.036% Timothy Davies 50,000 0.009% *1 including 270,000 ordinary shares held by Susan Abbott, the wife of Mark Abbott, 90,000 ordinary shares held by Richard Abbott, the son of Mark Abbott, 100,000 ordinary shares held by Catherine Abbott, the daughter of Mark Abbott and 5,200 ordinary shares held by Gwendoline Mary Abbott, the mother of Mark Abbott. *2 including 100,000 ordinary shares held by Elizabeth Stephens, the wife of Philip Stephens *3 including 377,708 ordinary shares held by Caroline Roberts, the wife of Walter Roberts and 274,348 ordinary shares held by Elizabeth Roberts, the daughter of Walter Roberts *4 Kenneth Ratcliff is the executor for Susan Ratcliff (deceased) with respect to 130,968 ordinary shares Interests in share options over ordinary shares of 1 pence each, held by directors of Egdon Resources plc and granted under its unapproved option scheme Name Date of Grant Vesting Date Expiry Date Exercise Price Number of ordinary shares Mark Abbott 8 March 2022 7 March 2023 7 March 2033 2.25p 4,444,444 Martin Durham 8 March 2022 7 March 2023 7 March 2033 2.25p 3,555,556 Interests issued pursuant to a warrant instrument entered into by Egdon Resources plc over ordinary shares of 1 pence each, with respect to the 30,408,000 warrants in issue. Name Date of Warrant Instrument Number of ordinary shares Percentage of Warrants in issue Mark Abbott 19th August 2021 800,000 2.631% Martin Durham 19th August 2021 100,000 0.329%

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	No
Supplemental Form 8 (SBL)	No

Date of disclosure:	25 May 2023
Contact name:	Mark Abbott
Telephone number:	[phone]

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END