Egdon Resources PLC
09 November 2007
Immediate Release. 9 November 2007
Egdon Resources Plc
(the 'Company')
Posting of Reorganisation and Demerger Documents
Egdon Resources Plc (the 'Company' or 'Egdon'), the independent on-shore UK
focused energy company, is pleased to announce that it has today sent to
shareholders documentation in connection with the proposed reorganisation and
demerger of Egdon into two new AIM-quoted companies.
• The Company proposes to demerge its oil and gas business and gas
storage business into two new AIM-quoted companies
• The oil and gas business will remain known as Egdon Resources plc ('New
Egdon') (and will trade on AIM under the symbol 'EDR') and the gas storage
business will be known as Portland Gas plc ('Portland Gas') (with the symbol
'PTG')
• Each existing shareholder in the Company will receive one share in each
of New Egdon and Portland Gas for every share held in the Company
Philip Stephens, Chairman, said
'The oil and gas business and the gas storage business have both contributed to
the growth of the Company since listing on AIM in 2004. The Board believes that
it is now the right time to separate these businesses to enhance their future
potential.
'The gas storage business now has sufficient critical mass and growth momentum
to become independent of the oil and gas business and the Board now feels able
to recommend the demerger to enable the two businesses to operate as separate
groups.'
Enquiries:
Egdon Resources Plc
Mark Abbott, Joint Managing Director 01256 702 292
Andrew Hindle, Joint Managing Director 0208 332 1200
Buchanan Communications
Ben Willey 020 7466 5000
Nicholas Melson 020 7466 5000
Seymour Pierce Limited
Jonathan Wright 020 7107 8000
Sarah Jacobs 020 7107 8000
Proposed Reorganisation and Demerger
The Board of the Company believes that it is in the interests of Egdon
Shareholders for investors to hold shares in two separate AIM companies
respectively focused on the activities of the oil and gas business ('New Egdon')
and the gas storage business ('Portland Gas').
The growth potential of both businesses will be more transparent to investors as
separate AIM companies.
Additionally, should equity fundraising be appropriate to fund the organic or
acquisitive growth strategies of either company, the Directors believe that this
may be more easily achieved if each company is clearly focused on one activity
with an appropriate valuation.
The gas storage business now has sufficient critical mass and growth momentum to
become independent of Egdon and the Board now feels able to recommend the
demerger to enable the two businesses to operate as separate groups.
Under the terms of the proposed reorganisation and demerger, each Egdon
shareholder will receive:
for each Egdon share one share in each of New Egdon and Portland Gas
Application will be made for the entire issued share capital of both New Egdon
and Portland Gas to be admitted to trading on AIM and it is expected that
dealings in both companies will commence on 16 January 2008.
Posting of documents
On 6 November 2007, the High Court of Justice of England and Wales (the 'Court')
made an order, in connection with the proposed demerger that the Company may
convene a Court Meeting to be held on 6 December 2007 at 11.00a.m. and an
Extraordinary General Meeting ('EGM') of Egdon to be held on 6 December at
11.15a.m. (or as soon thereafter as the Court Meeting concludes or is
adjourned).
A circular containing, inter alia, details of the reorganisation and demerger,
the scheme of arrangement to effect the reorganisation (the 'Scheme'), notices
of the meetings, a timetable of principal events and details of the action to be
taken by Egdon Shareholders, as well as Admission Documents for New Egdon and
Portland Gas have today been posted to all Egdon shareholders (the 'Scheme
Documents'). The Report and Accounts for the year ended 31 July 2007 has also
today been posted to Shareholders along with notice of the Company's annual
general meeting which will be held on 6 December 2007 at 11.30 a.m. at the
offices of Norton Rose LLP, 3 More London Riverside, London SE1 2AQ.
All these documents can be viewed on the Company's website at
www.egdon-resources.com and are also available (during normal business hours)
for inspection at the offices of Norton Rose LLP, 3 More London Riverside,
London SE1 2AQ until the expiry of one month following Admission of New Egdon
and New Portland.
Court Meeting and EGM
The demerger requires approval of the Egdon Shareholders at the Court Meeting
and the EGM.
Both meetings will take place at the offices of Norton Rose LLP, 3 More London
Riverside, London SE1 2AQ.
Suspension of trading and Cancellation of Admission
Application will be made to the London Stock Exchange for the suspension of
trading in Egdon shares at 7.00a.m. on 15 January 2008 and therefore the last
day of dealings in Egdon shares will be 14 January 2008. Application will also
be made to the London Stock Exchange for cancellation of admission to trading on
AIM of the Egdon Shares conditional upon the Scheme becoming effective.
It is anticipated that cancellation of admission to trading will take effect on
16 January 2008.
Expected Timetable of Principal Events
Latest time for receipt by the Registrar of blue form of 11.00a.m. on 4 December 2007
proxy for the Court Meeting
Latest time for receipt by the Registrar of white form of 11.15 a.m. on 4 December 2007
proxy for the Extraordinary General Meeting
AGM Proxy return 11.30 a.m. on 4 December 2007
Court Meeting 11.00a.m. 6 December 2007
Extraordinary General Meeting 11.15a.m. on 6 December 2007
Annual General Meeting 11.30 a.m. on 6 December 2007
The following times and dates are indicative only and will depend, amongst other
things, on the dates upon which the Court sanctions the Scheme and whether the
Conditions relating to the demerger are either satisfied or, if capable of
waiver, waived.
Court Hearing to sanction the Scheme of Arrangement 14 January 2008
Last day of trading on AIM for Egdon Shares 14 January 2008
Latest time for the registration of transfers of Egdon 6.00p.m. 14 January 2008
Shares prior to the Demerger
Scheme of Arrangement becomes effective 7.00a.m. on 15 January 2008
Court hearing to confirm the New Egdon Reduction of 15 January 2008
Capital
Demerger becomes effective By 7.30a.m. on 16 January 2008
Admission of shares of Egdon Resources Plc to trading 16 January 2008
cancelled
Dealings in New Egdon Shares and Portland Gas Shares 8.00a.m. on 16 January 2008
commence on AIM
Crediting of New Egdon Shares and Portland Gas Shares to 8.00a.m. on 16 January 2008
CREST accounts
Despatch of certificates for New Egdon Shares and By 25 January 2008
Portland Gas Shares
This information is provided by RNS
The company news service from the London Stock Exchange
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