Open Offer Results

RNS Number : 0038B

Egdon Resources PLC

04 June 2019

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.

This announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any investment decision in respect of Egdon Resources plc or other evaluation of any securities of Egdon Resources plc or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.

4 June 2019

EGDON RESOURCES PLC

("Egdon" or the "Company")

Results of Open Offer of 43,330,803 Open Offer Shares

Egdon Resources plc (AIM:EDR), announces the results of its underwritten Open Offer of 43,330,803 Shares, which was announced on 15 May 2019 and closed for acceptances, in accordance with its terms, at 11.00 a.m. on 31 May 2019.

The Company announces that it has received valid acceptances and excess applications from Qualifying Shareholders for a total of 31,200,612 Open Offer Shares, amounting to 72.01 per cent., pursuant to the terms of the Open Offer.

The valid acceptances included the irrevocable commitment to take up (or procure the taking up) of Open Offer Shares from Petrichor Holdings Coöperatief U.A., ("Petrichor") and Premier Oil plc ("Premier") (respectively the "Petrichor Committed Shares" and the "Premier Committed Shares" and together the "Excluded Shares").

Pursuant to the Underwriting Agreement, Petrichor has agreed to subscribe for the remaining 12,130,191 Open Offer Shares (the "Underwritten Shares"), being the total number of Open Offer Shares less the Excluded Shares and Open Offer Shares taken up by Qualifying Shareholders, on a fully underwritten basis in exchange for the payment of an underwriting commission of an amount equal to 4 per cent. of the total Issue Price of 23,801,611 Underwritten Shares.

Details of the interest of Petrichor, following the Open Offer, in the ordinary share capital of the Company are set out in the table below:

	As at date of the circular			On Admission
Name	Number of Existing Ordinary Shares held	% interest of Existing Issued Share Capital		Number of Open Offer Shares taken up by Petrichor pursuant to the Underwriting Agreement and the Undertaking	Number of Ordinary Shares held	% interest in the Enlarged Issued Share Capital
Petrichor	77,969,448	29.99		25,125,098	103,094,546	33.99

At the General Meeting held on 3 June 2019 Shareholders voted to approve the waiver granted by the Panel on Takeovers and Mergers of any requirement under Rule 9 of The City Code on Takeovers and Mergers for Petrichor to make a general offer to shareholders of the Company as a result of the issue of Ordinary Shares to Petrichor pursuant to the Open Offer and Underwriting Agreement, as more fully described in the Circular, sent to Shareholders on 15 May 2019.

The net proceeds from the Open Offer (being approximately £1.982 million, after costs of approximately £0.185 million) will be used in the Company's exploration and appraisal work programme as follows:

•              progress the Gainsborough Trough Shale-Gas assets;

•              progress the Resolution Gas Discovery; and

•              for general working capital purposes.

Directors' Participations in the Open Offer 

Following the admission of the Open Offer Shares to trading on AIM ("Admission"), the holdings of the Directors in the enlarged issued share capital of the Company will be as follows:

	Role	Number of Ordinary Shares currently held	Number of Open Offer Shares subscribed for	Holding following Admission	Percentage holding of Enlarged Share Capital
Philip Stephens	Non-Executive Chairman	112,889	18,814	131,703	0.04
Mark Abbott	Managing Director	8,089,387	1,303,230	9,392,617	3.10
Martin Durham	Technical Director	-	-	-	-
Tim Davies	Non-Executive Director	-	-	-	-
Ken Ratcliff	Non-Executive Director	169,743	27,989	197,732	0.07
Walter Roberts	Non-Executive Director and Company Secretary	974,129	97,375	1,071,504	0.35

Admission to Trading on AIM and Total Voting Rights

Application has been made for the 43,330,803 Open Offer Shares, which will rank pari passu with the Company's issued Ordinary Shares, to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Open Offer Shares will commence at 8.00 a.m. on 6 June 2019.

Following the issue of the Open Offer Shares, the Company will have 303,315,625 Ordinary Shares in issue. No Ordinary Shares are held in treasury. The figure of 303,315,625 Ordinary Shares may be used by the Company's shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Capitalised terms used but not otherwise defined in this announcement bear the meanings ascribed to them in the circular of the Company dated 15 May 2019.

Mark Abbott, Managing Director of Egdon, commented:

"We are pleased to have received such a positive response from our existing shareholders to the Open Offer and are encouraged by the  participation of Premier and grateful for the continued support of Petrichor as a long-term major shareholder. Having raised gross proceeds of £2.17 million from the Open Offer, Egdon is now capitalised to deliver on our strategy with a near-term focus  on the Company's exploration and appraisal work programme  in the Gainsborough Trough, the Resolution Gas Discovery and in progressing the planning appeal for the Wressle Development later in 2019."

Contact Information:

Egdon Resources plc Mark Abbott, Managing Director	[phone]
VSA Capital Limited -Financial Adviser & Joint Broker Andrew Raca (Corporate Finance) Andrew Monk (Corporate Broking)	[phone]
Cantor Fitzgerald Europe Limited - Nominated Adviser and Joint Broker David Porter/Rick Thompson (Corporate Finance) Caspar Shand Kydd (Sales)	[phone]
Buchanan - PR Ben Romney/Chris Judd	[phone]

Notes to Editors:

Egdon Resources plc (LSE: EDR) is an established UK-based exploration and production company focused on onshore exploration and production in the hydrocarbon-producing basins of the UK.

Egdon holds interests in 44 licences in the UK and has an active programme of exploration, appraisal and development within its portfolio of oil and gas assets.  Egdon is an approved operator in the UK.

Egdon was formed in 1997 and listed on AIM in December 2004.

Qualified Person Review

In accordance with the AIM Rules - Note for Mining and Oil and Gas Companies, this release has been reviewed by Mark Abbott, Managing Director of Egdon, who is a geoscientist with over 30 years' experience and is a member of the Petroleum Exploration Society of Great Britain and a Fellow of the Geological Society.  Mr Abbott has consented to the inclusion of the technical information in this release in the form and context in which it appears.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the publication of this announcement via Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain

1.	Details of the person discharging managerial responsibilities/person closely associated
(a)	Name	Philip Stephens
2.	Reason for the notification
(a)	Position/status	Non-executive chairman
(b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer
(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 transaction have been conducted
(a)	Description of the Financial Instrument	Egdon Resources plc Ordinary Shares of 1p each
(b)	Identification code of the Financial Instrument	ISIN: GB00B28YML29
(c)	Nature of the transaction	Open Offer
(d)	Price(s) and volume(s)	Price(s)	Volume(s)
		5p	18,814
(e)	Aggregated information -       Aggregated Volume -       Price	n/a
(f)	Date of the transaction	31/05/2019
(g)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

1.	Details of the person discharging managerial responsibilities/person closely associated
(a)	Name	Mark Abbott
2.	Reason for the notification
(a)	Position/status	Managing Director
(b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer
(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 transaction have been conducted
(a)	Description of the Financial Instrument	Egdon Resources plc Ordinary Shares of 1p each
(b)	Identification code of the Financial Instrument	ISIN: GB00B28YML29
(c)	Nature of the transaction	Open Offer
(d)	Price(s) and volume(s)	Price(s)	Volume(s)
		5p	1,303,230
(e)	Aggregated information -       Aggregated Volume -       Price	n/a
(f)	Date of the transaction	31/05/2019
(g)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

1.	Details of the person discharging managerial responsibilities/person closely associated
(a)	Name	Ken Ratcliff
2.	Reason for the notification
(a)	Position/status	Non-executive director
(b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer
(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 transaction have been conducted
(a)	Description of the Financial Instrument	Egdon Resources plc Ordinary Shares of 1p each
(b)	Identification code of the Financial Instrument	ISIN: GB00B28YML29
(c)	Nature of the transaction	Open Offer
(d)	Price(s) and volume(s)	Price(s)	Volume(s)
		5p	27,989
(e)	Aggregated information -       Aggregated Volume -       Price	n/a
(f)	Date of the transaction	31/05/2019
(g)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

1.	Details of the person discharging managerial responsibilities/person closely associated
(a)	Name	Walter Roberts
2.	Reason for the notification
(a)	Position/status	Non-executive director and company secretary
(b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer
(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 transaction have been conducted
(a)	Description of the Financial Instrument	Egdon Resources plc Ordinary Shares of 1p each
(b)	Identification code of the Financial Instrument	ISIN: GB00B28YML29
(c)	Nature of the transaction	Open Offer
(d)	Price(s) and volume(s)	Price(s)	Volume(s)
		5p	97,375
(e)	Aggregated information -       Aggregated Volume -       Price	n/a
(f)	Date of the transaction	31/05/2019
(g)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

 

END

 

 

MSCZMGGVLFVGLZM